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Agreement - Law Offices of William D. Ross - Law Foundation of Silicon Valley v. City of Gilroy - Signed 2020-03-04William D. Ross David Schwarz Kypros G. Hostetter Law Offices of William D. Ross 400 Lambert Avenue Palo Alto, California 94306 Telephone: (650) 843-8080 Facsimile: (650) 843-8093 Website: Lawross.com February 19, 2020 VIA ELECTRONIC TRANSMISSION anciv.faber(u~berliner.com Andy Faber, City Attorney City of Gilroy 10 Almaden Blvd., 1 lt~' Floor San Jose, CA 95113 Los AnEeles Office: 11420 Santa M19onica Blvd #25532 Los Angeles, CA 90025 File No: 4833.7 Re: Proposal for Legal Services; Law Foundation of Silicon Valley v. City of Gilroy, Santa Clara Superior Court Case No 20CV362347; Petition for Writ of Mandate and Complaint to Enforce the California Public Records Act Dear Mr. Faber: This communication confirms our understanding that the Law Offices of William D. Ross, a Professional Corporation ("Firm"), will render legal advice and representation to the City of Gilroy ("City") as Special Counsel with respect to the above-referenced litigation pending in the Santa Clara Superior Court (the "Matter"). It is contemplated that representation within the scope of the Matter will include, among other things, court appearances, preparation of legal briefs and motions, preparing and responding to discovery, and other related actions while the Matter is pending in the Superior Court. Should the matter ultimately result in an appeal, our continued representation could be subject to a supplemental agreement for services. The services would become effective upon acceptance of legal services as set forth in Section 9 of this letter. City acknowledges and understands that this Agreement for legal services does not involve or extend to representation or advice by Firm on any matter other than that specifically identified herein. Any representation requested by City, other than relating to the Matter, will be covered in a separate agreement for legal services. Andy Faber, City Attorney City of Gilroy February 19, 2020 Page 2 1. Fees and Services Firm will bill City for legal services rendered on a monthly basis or upon completion of the Matter. Firm's statements are in a detailed diary format in minimum increments of one-quarter of an hour and are payable within thirty (30) days of receipt. Any amounts outstanding more than thirty (30) days will incur interest at 1'/a %per month. My regular billing rate is $450.00 an hour, but I will provide my services to the City at the reduced governmental rate of $350 an hour. The hourly rates for all other attorneys and paralegals working on those services specified will be at $295.00 an hour for associates and at $150.00 an hour for paralegals. Any modification of the compensation amount of the hourly rates may be accomplished only by written amendment to this Agreement by Firm and City. 2. Costs and Expenses Any cost incurred in connection with the representation and advice to the City, such as messenger services, filing fees and other out-of-pocket expenses, will be separately billed and reflected on the monthly statement. City will be expected to pay directly the amount of any charges over $200.00 for services performed by third parties. Firm's costs include, but are not limited to, the following and are computed in the following manner: Mileage with Toll fees and costs Word Processing Access Charges for Legal Data Bases 3. Termination of Services $ .575 per mile (or current IRS Rules) $ 60.00 per hour Cost varies on amount of use City will have the right at any time to terminate the Firm's services upon written notice to the Firm, and the Firm will immediately, after receiving such notice, cease to render additional services. Such termination will not, however, relieve City of the obligation to pay the fees due for services rendered and costs incurred prior to such termination. Andy Faber, City Attorney City of Gilroy February 19, 2020 Page 3 If City fails to meet any of its obligations under this Agreement, including but not limited to fully cooperating and assisting the Firm in its representation advice with respect to the Matter, the Firm will have the right to terminate this Agreement, and City will take all steps necessary to free the Firm of any obligation to perform further, including without limitation, the execution of any documents necessary to complete the Firm's discharge or withdrawal. The rights of the Firm hereunder are in addition to those created by statute or recognized by California Rules of Professional Conduct. 4. Binding Arbitration. Any dispute concerning our fees or charges shall, if City so elects, be submitted to arbitration under rules of the California State Bar, and shall be binding if: (i) it is mutually agreed to after any such dispute arises; or, (ii) such arbitration becomes binding under such rules. Any dispute concerning our fees or charges not so submitted to binding arbitration under the rules of the California State Bar, or that remains unresolved after non-binding arbitration under such rules, and any other dispute between City and this Firm or any of our attorneys and agents, including but not limited to claims of malpractice, errors or omissions, or any other claim of any kind regardless of the facts or the legal theories, shall be finally settled by mandatory binding arbitration in Palo Alto, California, conducted in accordance with California Code of Civil Procedure §§ 1282 et seq., including, but not limited to, section 1283.05, with each party to bear its own costs and attorneys' fees and disbursements. Such arbitration shall be conducted before a single arbitrator. Judgment on a binding arbitration award may be entered in any California court of competent jurisdiction. We mutually acknowledge that, by this Agreement to aNbit~ate, each of us irrevocably waives our sights to court or jury trial. City has the right to consult separate legal counsel at any time as to any matter, including whether to enteN into this Agreement ,fog legal services and consent to the foregoing agreement to arbitrate. 5. Document Retention City agrees that it will be responsible for providing the Firm with all documents pertinent to this Matter. 6. Firm's Document Retention It is Firm policy and practice to destroy files ten (10) years after the file is closed unless City requests a shorter or longer retention period in writing. Files are generally closed at the conclusion of a lawsuit or completion of a transaction. Andy Faber, City Attorney City of Gilroy February 19, 2020 Page 4 7. No Warranties Firm has made no guarantees to City concerning the outcome of any matters in which City seeks Firm's advice, and nothing in this letter Agreement will be construed as such a guarantee. City acknowledges that Firm has not made any representations, promises, warranties or guarantees to City, express or implied, regarding any potential outcomes. 8. Insurance Consistent with California Business and Professions Code section 6148(a), Firm maintains legal malpractice insurance with Westport Insurance Corporation with present policy limits of $1,000,000.00 per claim and $1,000,000.00 in the aggregate, with a separate endorsement for cyber coverage through Lloyds of London Insurance. Additionally, Firm maintains commercial general liability limits of $2,000,000.00 per occurrence, automobile liability limits of $2,000,000.00 per occurrence and workers compensation liability limits of $1,000,000.00 per accident all through Citizens Insurance Company of .America. These amounts may change annually. A separate schedule showing Firm's insurance policies is available to City upon request. 9. Acceptance of Services If the terms and conditions of the legal services described herein are acceptable to City, please indicate its acceptance by executing the enclosed copy of this proposal and returning the same to our office via electronic transmission. We appreciate the opportunity to assist the City in this Matter. Very truly yours, William D. Ross WDR:DPS Andy Faber, City Attorney City of Gilroy February 19, 2020 Page 5 I, Andy Faber represent that I am authorized by the City of Gilroy to agree to the terms and conditions for the legal services of the Law Offices of William D. Ross described in this document with respect to the Matter. Dated: ~~~~, , 2020 By: Andy Faber, City Attorney City of Gilroy