Agreement - Law Office of Alexander Sperry - Impartial Investigative Services - Signed 2022-08-24EpLAW OFFICE OF
.„ ALEXANDER SPERRY
WORKPLACE INVESTIGATIONS, TRAINING AND COACHING
August 23, 2022
LeeAnn McPhillips
Administrative Services & Human Resources Director/Risk Manager
City of Gilroy
Gilroy, CA 95020
VIA ELECTRONIC MAIL (cpdjennings@pjclawyers.com)
Re: Impartial Investigative Services
Dear Ms. McPhillips:
2443 Fair Oaks Blvd., No. 354
Sacramento, CA 95825-
916.717.2715
www.sperry-law.com
This will confirm the City of Gilroy's ("Client") request to engage the Law Office of Alexander Sperry
(the "Law Office") to perform impartial investigative services. This Agreement will govern all services
to be performed under this engagement.
Services. Client hires the Law Office to perform legal services for Client in the form of an impartial
investigation into alleged employee misconduct. The Law Office will perform these duties as an
attorney at law for the purpose of facilitating the rendering of legal advice to Client by its separate
counsel. The Law Office's correspondence, work product, and its report will be protected from
disclosure pursuant to the attorney -client privilege, unless waived by the Client.
Independence. As an Independent contractor, the Law Office has the right to determine the means
and manner for conducting the investigation. Client agrees to allow the Law Office full discretion to
undertake the investigation and to otherwise make findings without influencing or interfering with the
investigation or its outcome. Client understands and acknowledges that the Law Office will exercise
its independent judgment to make whatever findings it deems are warranted based on the
information collected, and that this Agreement is not dependent on the Law Office reaching or failing
to reach any particular credibility determination, finding of fact, or conclusion.
Limited Scope Agreement. The scope of this attorney -client retention is limited. Law Office is not
engaged to represent Client generally. Law Office is engaged to perform an investigation as an
attorney at law for the purpose of facilitating the rendering of legal advice to Client by its separate
counsel. Law Office will not render a legal determination regarding whether there were violations of
any law, statute, or regulation. Law Office will not act as an advocate or provide advice to Client with
respect to what personnel actions, if any, should be taken as a result of Law Office's investigative
findings. Law Office will not represent Client in any legal action or proceeding related to these
matters. It is expressly agreed that Client will look to its regular legal counsel for such services, as well
as for advice with respect to issues which may arise relating to the investigation. This includes,
without limitation, the admonitions, if any, to be made to employees who are interviewed in the
course of the investigation concerning confidentiality; the consequences of an employee's failure to
Ms. McPhillips
August 23, 2022
Page 1 2
cooperate in the investigation; the accessing of electronic and/or other data; document retention;
litigation holds; appropriate interim employment measures to be taken pending the investigation's
completion; compliance with the federal Fair Credit Reporting Act; and compliance with the California
Consumer Reporting Agencies Act. Client also agrees it will look to its regular counsel for advice with
respect to issues of attorney -client privilege, scope of privilege, waiver, and work product in
connection with Law Office's services. Client agrees it will comply with employer -required notice and
consent rules to the extent applicable, including those under Civil Code section 1786 et seq.
Client's Cooperation. In certain regards, Law Office requires Client's support and cooperation in order
to conduct the above -described services effectively. Client can assist by keeping Law Office fully
informed as to facts and developments relevant to the investigation. It is essential that Client (as well
as any employees and representatives) provides Law Office with accurate and complete information,
including written materials when requested, and that Client makes personnel available to the extent
required.
Confidentiality Admonitions. Client acknowledges that it is the Law Office's practice not to provide
any confidentiality admonitions unless directed to do so, in writing, by Client. Client agrees it will
provide a confidentiality admonition in writing to Law Office before witness interviews commence, if
Client determines such an admonition is appropriate and legally permissible under the circumstances.
Outside Experts. Law Office may determine that this matter requires expertise from an outside
consultant. If so, Client will have an opportunity in advance to: (1) approve the rationale for retention
of the outside consultant; (2) approve the selection of the outside consultant; and (3) approve the
rates and anticipated fees relating to the outside consultant's services. As of the time of this
engagement letter, Law Office has not identified the need to hire an outside consultant to assist in this
investigation, although there may be a need for transcription services relating to tape recordings, if
any, of witness interviews.
Payment for Services. The following payment terms shall apply:
Fees. Client agrees to pay Law Office at the hourly rate of $310 for all services performed under this
Agreement. This includes, but is not limited to, time spent communicating with Client about
investigative logistics; developing investigative strategy; reviewing relevant documents and materials;
preparing for, traveling for, and conducting witness interviews; and preparing a report of findings.
Costs and Exuenses. Law Office may incur various costs and expenses in performing services under
this Agreement. Client agrees to pay for all costs and expenses, in addition to the above -described
hourly fee. This includes costs and expenses such as postage, photocopies, parking fees, bridge or
other road tolls, fax charges, telephone charges, transcription charges, messenger and other special
delivery charges, other travel costs such as mileage reimbursement at the federal standard mileage
rate in effect for the year, meals, lodging, and other similar charges. Client will be responsible for
Ms. McPhillips
August 23, 2022
Pagel 3 _
reimbursing Law Office for the out-of-pocket expenses as actually incurred by the Law Office. All costs
and expenses will be charged at the Law Office's cost.
Billing Statements. Law Office will send periodic billing statements to Client for fees and costs
incurred. Billing statements will clearly identify the amount of fees, costs, and expenses incurred
within the billing cycle, as well as the basis and method used to calculate the same.
Invoices that remain unpaid after sixty (60) days from the invoice date may be immediately subject to
a late payment charge of fifteen percent (15%) per year, accrued monthly at Law Office's discretion.
Because this matter is of a sensitive nature and subject to the attorney -client privilege, Law Office
recommends Client treat its invoices as confidential documents and safeguard them from disclosure.
Any estimate of fees given by Law Office shall not be a guarantee. Actual fees may vary from
estimates given.
Compensation for Post -Investigative Work. This engagement shall be considered concluded after Law
office has provided a final written report in this matter. After the conclusion of this engagement,
should a need arise for Law Office to respond to any subpoena or discovery, to provide testimony at
deposition, trial or arbitration, or to otherwise perform services with respect to any matter relating to
or arising out of this engagement, Client agrees to compensate Law Office at its then applicable hourly
rate for time expended, including all required preparation time. Client agrees to reimburse Law Office
for all reasonable fees and costs incurred in obtaining legal representation for such proceedings,
including legal fees and costs that Law Office incurs in preparing for such proceedings. Client shall also
compensate Law office at its then applicable hourly rate for time expended In defending against any
actual or threatened claim with respect to which Law Office is entitled to indemnification pursuant to
this Agreement. If costs and/or expenses, including the costs of legal representation should
reasonably be expected to exceed $5,000, Client shall advance the funds to Law Office or to Law
Office's designee.
Indemnification. Client agrees to indemnify, defend, and hold Law Office harmless, to the full extent
permitted by law, from and against all claims, formal or informal, actions, proceedings, liabilities or
damages, whether actual or threatened, related to or arising out of Law Office's services for Client
under this Agreement. This includes indemnification for all costs incurred in investigating, preparing to
defend, defending and resolving such claims or actions (including, without limitation, attorneys' fees,
experts' fees, disbursements, settlement costs, and Law Office's time to be compensated at Law
Office's then current hourly rate). Provided, however, this Agreement in no way limits Law Office's
liability for professional malpractice under California Rule of Professional Conduct 3-400. The
Agreement to indemnify includes the obligation to advance funds to the maximum extent legally
permissible.
Discharge and Withdrawal. Client may terminate Law Office's services at any time effective upon
delivery of written notice to Law Office. In this event, all unpaid charges will immediately become due
Ms. McPhillips
August 23, 2022
Page 1 4
and payable. Unless Law Office specifically agrees to do so, it will provide no further services and
advance no further costs on the matter after It receives notice of termination. Law Office's right to
terminate services to a client is subject to certain Rules of Professional Conduct that: (1) require it to
take reasonable steps to avoid foreseeable prejudice to the client from Law Office's withdrawal; and
(2) establish standards for mandatory and permissive withdrawal under certain circumstances. Failure
by a client to pay Law Office's bills in full, and on a timely basis, can constitute adequate grounds for
Law Office's withdrawal.
Conflicts Review. Law Office has performed a check of potential conflicts of interest that might have
prevented it from providing investigative services in this matter. Based on information provided by
Client, as well as information available in Law Office's files, Law Office is not aware of any conflicts of
interest at this time. If Client later learns of any additional parties with an interest in this matter,
Client should notify Law Office immediately so that it can be certain that they create no problem with
Law Office's services.
No Warranty of Result. Although Law Office believes it can assist Client in reaching its goals, Law
Office cannot predict or represent that a particular result can be obtained. Law Office makes no
promises or guarantees regarding the outcome of the matter or matters that are the subject of its
services.
Severability. Should any provision of this Agreement be declared to be invalid or unenforceable, the
remainder of the Agreement shall remain in full force and effect.
Choice of Law. This Agreement shall be governed by the laws of the State of California.
Entire Agreement. This letter represents our entire agreement, which will be effective on the date of
your signature. This Agreement supersedes all prior agreements, statements, or promises made about
the subject matter of this engagement.
To signify Client's agreement with the above -described terms, you or an individual authorized to
execute this Agreement on behalf of Client should sign, date, and return a copy of his letter to Law
Office. Client should retain the original signed letter for its records.
Very truly yours,
Alexander M. Sperry
I am authorized to sign this Agreement. I have read and understand the terms of this Agreement. I
hereby confirm the engagement of the Law Office of Alexander Sperry to provide impartial
investigative services in accordance with the Agreement's terms.
Ms. McPhillips
August 23, 2022
Page 15
Dated:
Ann McPhi lips
Administrative Service' an Resources
Director/Risk Manager, City of Gilroy