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05-028, Meyers, Nave, Riback, Silver & Wilson (j / f2.- m eye r 5 I n a v e ribock silver & wilson professional law corporation Michael S. Riback Attorney at Law 510.351.4300 October 28, 1999 Carol Atwood, Finance Director City of Cupertino 10300 Torre Avenue Cupertino, California 95014-3202 RE: Engagement of Legal Services Dear Ms. Atwood: Thank you for retaining Meyers, Nave, Riback, Silver & Wilson to represent the City of Cupertino. We appreciate the opportunity to serve as your lawyers and look forward to working with you. This letter sets forth our agreement concerning the legal services we will provide and our fee arrangements for those services. Please read this entire agreement before signing and return it to us. 1. Scope Of Engagement. We will provide the legal services reasonably required to represent and advise you in connection with an analvsis of TEA and ERAF statutes to advise on correct method of comDutina annual TEA revenue from the County of Santa Clara. We will also provide legal services for additional matters that you request of us, provided we agree to perform that additional work. A letter confirming such additional work shall bring such work within the scope of this agreement 2. Fees And Personnel. As compensation for our services, our fees will be based on our current standard billing rate for the personnel performing services under this agreement at the time such services are rendered; or at the current rate of the clienfs insurance carrier, if the carrier is providing for the cost of the defense. Our standard billing rates for attorneys, paralegals and legal assistants are attached (Attachment 1). I will be the Shareholder in charge of representing your interests. Senior Associate Ben Fay will be conducting the majority of the research and analysis. If other attorneys and/or paralegals and/or legal assistants are assigned to work on your matter, the then current hourly rates of those individuals will be utilized. This agreement retains the legal services of our law firm and not of a particular attorney. Hourly rates are subject to reasonable change, usually at the beginning of each year. North Bay Office Sonia Roso, California East Bay OftKe I 777 Davis Slreel, Suite 300. Son Leandro, California 94577. Telephone 510.351.4300. Fax 510.351.4481 · www.meyersnave.com Central V.y Office Sloc:ktan, Calnornia Carol Atwood, Finance Director October 28, 1999 Page 2 It is agreed that the total amount billable for these services is up to a maximum of Seven Thousand Five Hundred Dollars ($7,500). It is further agreed that the City of Cupertino shall only be responsible for a portion of the total amount billed pursuantto the following formula: one fourth (1/4) of the first Four Thousand Dollars ($4,000) billed and one-third (1/3) of the amount between Four Thousand Dollars ($4,000) and Seven Thousand Five Hundred ($7,500). 3. Disbursements And Expenses. In addition to hourly fees, we may incur out-of-pocket expenses related to your representation. Our Statement Of Fee And Billing Information, which sets forth the details of our disbursement and expense policy, is attached (Attachment 2). 4. Billing And Payment Responsibilities. We will send monthly statements which are due within 30 days of receipt If you have any questions about an invoice, please promptly telephone or write me so that we may discuss these matters. Our Statement Of Fee And Billing Information sets forth the details of our fee and billing policy. 5. Tennination of Services. You may terminate our services at any time by written notice. After receiving such notice, we will cease providing services. We will cooperate with you in the orderly transfer of all related files and records to your new counsel. We may terminate our services at any time with your consent or for good cause. Good cause exists if (a) any statement is not paid within 60 days of its date; (b) you fail to meet any other obligation under this agreement and continue in that failure for 15 days after we send written notice to you; (c) you have misrepresented or failed to disclose material facts to us, refused to cooperate with us, refused to follow our advice on a material matter, or otherwise made our representation unreasonably difficult or (d) any other circumstance exists in which ethical rules of the legal profession mandate or permit termination, including situations where a conflict of interest arises. If we terminate our services, you agree to execute a substitution of attorneys promptly and otherwise cooperate in effecting that termination. Termination of our services, whether by you or by us, will not relieve the obligation to pay for services rendered and costs incurred before our services formally ceased. 6. Insurance. During the term of this engagement this law firm shall take out and maintain general liability and property damage insurance in the amount of $1,000,000; professional errors and omissions insurance, in an amount of $2,000,000 per occurrence; and $4,000,000 aggregate, which insurance may not be canceled or reduced in required limits of liability unless at least ten days advance written notice be given to you. 7. No Guarantee of Outcome. Any comments made by us about the potential outcome of this matter are expressions of opinion only and are not guarantees or promises about any outcome or results. Carol Atwood, Finance Director October 28, 1999 Page 3 8. Entire Agreement; Full Understanding; Modifications in Writing. This letter contains our entire agreement about our representation. Any modifications or additions to this letter agreement must be made in writing. 9. Joint Representation. Our firm maintains of counsel agreements with certain legal specialists. Because these individuals are deemed independent contractors under the applicable provisions of the tax laws and not employees of the firm, it is necessary that you consent to dual representation by the firm and the specialist in the event the matter which you have engaged us to handle requires the use of that specialist This arrangement has no effect whatsoever on the cost of your legal services, rather it is an ethical requirement that we disclose this fact and that you consent You are consenting by signing this letter. We would request that you review this letter carefully and, if it is consistent with your understanding of our respective responsibilities, please so indicate by returning a signed copy of this letter to me at your earliest convenience. Enclosed is an additional copy of this letter which you should retain for your records. Again, we thank you for allowing us the opportunity to serve as your lawyers. Very truly yours, MEYERS, NAVE, RIBAC~, SILJ,R ~~ILSON ;:;w4~~ Michael S. Riback MSR:pdm enclosures These terms are accepted and agreed to as of the date of this letter. By: (J;I1/(~ U_OfzftZJ-{}1) Title: jj~th ~ (/ Ad;//uu~z,U..Q/i -~~-<J cc: Controller ATTACHMENT 2 MEYERS, NAVE, RIBACK, SILVER & WILSON STATEMENT OF FEE AND BILUNG INFORMATION The following is a general description of our fee and billing policies. These general policies may be modified by the specific engagement letter or agreement to which this summary is attached. Professional Fees. Our fees for professional services are based on the fair value of the services rendered. To help us determine the value of our services, our attorneys and paralegals maintain time records for each client and matter. Our attorneys and paralegals are assigned hourly rates which are based on years of experience, specialization, training and level of professional attainment We adjust our rates periodically (usually at the beginning of each year) to take into account inflation and the increased experience of our professional personnel. To keep professional fees at a minimum, legal work that does not require more experienced attorneys will be performed, where feasible, by attorneys with lower billing rates. Of course, the quality of the work is paramount and we do not sacrifice quality to economy. Before undertaking a particular assignment we will, if requested, provide you with a fee estimate to the extent possible. Estimates are not possible for some matters, however, and cannot be relied on in many others because the scope of our work will not be clear at the outset When a fee estimate is given, it is only an estimate; it is not a maximum or minimum fee quotation. The actual fee may be more or less than the quoted estimate. Retainer. Our normal practice is to require a retainer to cover a portion of the anticipated attorneys' fees and costs. Any retainer will be placed in the firm's trust account At the conclusion of our services, we will return to our client any unapplied retainer, after deducting payment for charges billed or to-be-billed for services and any remaining out-of-pocket expenses. Billing And Payment Procedures. Unless other arrangements are made at the time of the engagement invoices will be sent monthly. Invoices for outside services exceeding $250 may be billed separately. Occasionally, however, we may defer billing for a given month or months if the accrued fees and costs do not warrant current billing or if other circumstances would make it appropriate to defer billing. Our invoices contain a brief narrative description of the work performed; if requested, the initials of the attorney who performed the work will appear on the statement The invoice will include a line item reflecting in-house administrative costs. The firm's in-house administrative costs include, but are not limited to, duplicating, facsimile charges, telephone charges, E-mail, postage, mileage and other administrative expenses. We have determined that the most effective method of accounting for these administrative costs is to charge a flat 8% of the professional fees incurred. The firm will be reimbursed for all outside services incurred in the course of providing legal services to our client(s). Outside services will include, but are not limited to, all third-party expenses, delivery charges, travel expenses, outside research services, filing fees, expert witness and expert consultant fees. To defray the firm's costs for administering these services, there will be an additional cost advance charge of 2% for all outside services of $1 00 or more. If you have any questions regarding an invoice, the billing manager, controller or shareholder in charge are available to answer your questions. For any unresolved matters, the Bar Association has an arbitration mechanism that can be used to resolve such matters. Late Payments. Statements for services are payable upon presentation and, in all events, within thirty (30) days atter receipt Occasionally a client has difficulty in making timely payments. To avoid burdening those clients who pay their statements prompUy with the added costs we incur as a result of late payments, a late charge will be assessed on statements not paid within thirty (30) days. The maximum monthly late payment charge will be 1.5% per month. In the unlikely event we are required to institute legal proceedings to collect fees and costs, the prevailing party will be entiUed to reasonable attorneys' fees and other costs of collection. ]:\WPD\MNRSW\RATES\feeinfoIO 17.wpd R071699 fjp - ffrxTi v'.~ m eye r 5 I n a v e ribock silver & wilson professional law corporation Clifford F. Campbell Attorney at Law 510.808.2000 January 7, 2005 PERSONAL AND CONFIDENTIAL Charles T. Kilian City Attorney 2041 0 Town Center Lane Cupertino, CA 95014 RE: Engagement of Legal Services Dear Chuck: Thank you for retaining Meyers, Nave, Riback, Silver & Wilson ("Meyers Nave") to perform legal services for the City of Cupertino. We appreciate the opportunity to serve as its lawyer and look forward to working with you. This letter sets forth our agreement concerning the legal services we will provide and our fee arrangements for those services. Please read this entire agreement before signing and returning it to us. 1. Scope of Engagement. We will provide the legal services reasonably required to represent your City and advise you in connection with the "Brown Act" portion of Britt v. Cupertino City Council. Ourwork is limited to such services. We will also provide legal services for additional matters that you request of us, provided we agree to perform that additional work. A letter confirming such additional work shall bring such work within the scope of this agreement. 2. Fees and Personnel. As compensation for our services, our fees will be based on our current standard billing rate for the personnel performing services under this agreement at the time such services are rendered; or at the current rate of the client's insurance carrier, if the carrier is providing for the cost of the defense. Our standard billing rates for attorneys and paralegals are attached as Attachment 1. I will be the principal in charge of representing your interests. If other attorneys and/or paralegals are assigned to work on your matter, the then current hourly rates of those individuals will be utilized. This agreement retains the legal services of our law firm and not of a particular attorney. Hourly rates are subject to reasonable change, usually at the beginning of each year. 3. Disbursements and Expenses. In addition to hourly fees, we may incur out-of-pocket expenses related to your representation. Our Statement of Fee and Billing Information, which sets forth the details of our disbursement and expense policy, is attached (Attachment 2). 4. Billing and Payment Responsibilities. We will send monthly statements which are due within 30 days of receipt. If you have any questions about an invoice, please promptly telephone or write me so that we may discuss these matters. Our Statement of Fee and Billing Information sets forth the details of our fee and billing policy. 555 12th Street. Suite 1500 I Oakland. California 94607 I tel 510.808.2000 I fax 510.444.1108 I www.meyersnave.com OAKLAND · SAN LEANDRO.. SANTA ROSA · SACRAMENTO. SAN FRANCISCO · LOS ANGELES Charles T. Kilian, City Attorney Re: Engagement of Legal Services January 7, 2005 Page 2 5. Termination of Services. You may terminate our services at any time by written notice. After receiving such notice, we will cease providing services. We will cooperate with you in the orderly transfer of all related files and records to your new counsel. We may terminate our services at any time with your consent or for good cause. Good cause exists if (a) any statement is not paid within 60 days of its date; (b) you fail to meet any other obligation under this agreement and continue in that failure for 15 days after we send written notice to you; (c) you have misrepresented or failed to disclose material facts to us, refused to cooperate with us, refused to follow our advice on a material matter, or otherwise made our representation unreasonably difficult; or (d) any other circumstance exists in which ethical rules of the legal profession mandate or permit termination, including situations where a conflict of interest arises. If we terminate our services, you agree to execute a substitution of attorneys promptly and otherwise cooperate in effecting that termination. Termination of our services, whether by you or by us, will not relieve the obligation to pay for services rendered and costs incurred before our services formally ceased. 6. Insurance. During the term of this engagement, this law firm shall take out and maintain general liability and property damage insurance in the amount of $1,000,000; professional errors and omissions insurance, in an amount of $2,000,000 per occurrence; and $4,000,000 aggregate, which insurance may not be canceled or reduced in required limits of liability unless at least ten days advance written notice be given to you. 7. No Guarantee of Outcome. Any comments made by us about the potential outcome of this matter are expressions of opinion only and are not guarantees or promises about any outcome or results. 8. Entire Agreement; Full Understanding; Modifications in Writing. This letter contains our entire agreement about our representation. Any modifications or additions to this letter agreement must be made in writing. 9. Joint Representation. Our firm maintains of counsel agreements with certain legal specialists. Because these individuals are deemed independent contractors under the applicable provisions of the tax laws and not employees of the firm, it is necessary that you consent to dual representation by the firm and the specialist in the eventthe matter which you have engaged us to handle requires the use of that specialist. This arrangement has no effect whatsoever on the cost of your legal services, rather it is an ethical requirement that we disclose this fact and that you consent. You are consenting by signing this letter. 10. Conflicts. Our firm represents many public agencies in California. Since 1986, we have represented over five hundred public clients, including numerous cities, redevelopment agencies, special districts, counties and other public entities, and we are accepting new engagements all the time. It is virtually inevitable that we will work on projects from other clients having different governmental or political objectives, beliefs or views from Cupertino. Charles T. Kilian, City Attorney Re: Engagement of Legal Services January 7, 2005 Page 3 In view of the fact that Cupertino is a City, this letter confirms that the services which we are rendering to you are limited in scope and for the benefit of Cupertino only. Meyers Nave performs a variety of professional services for its clients and it is pOssible that we will represent public agency clients which are adverse to you on other matters. To avoid potential problems, you agree that you expressly waive any actual or potential conflicts that might arise from such representation, that you will not attempt to disqualify Meyers Nave on such matters, and that our firm is free to represent its clients on such matters. By signing this letter and returning it to us, you acknowledge that we have discussed these matters and you confirm that Cupertino does not object to our representation of clients on matters where their legal, governmental or political objectives and/or positions may be different from or adverse to those of Cupertino, and that Cupertino waives any conflict of interests with respect to our representation of such clients with differing legal, governmental or political interests. You further confirm that Cupertino will not assert any conflict of interest concerning such representation or attempt to disqualify this firm from representing such clients notwithstanding such adversity. While you would certainly be free to terminate our relationship, you agree that this firm nonetheless would be free to represent such clients even on those matters which you consider adverse, and that you waive any conflict of interest in connection therewith. Needless to say, these ack~owledgments do not permit our firm to represent another client in opposing the specific project for which you engage us without your specific written consent. You may wish, and we encourage you, to consult legal counsel regarding the effect of this conflict waiver. We would request that you review this letter carefully and, if it is consistent with your understanding of our respective responsibilities, please so indicate by returning a signed copy of this letter to me at your earliest convenience. Enclosed is an additional copy of this letter which you should retain for your records. Again, we thank you for allowing us the opportunity to serve as your lawyers. Very truly yours, ~RS, NAVE RIBACK, SILVER & WILSON ~r":-. v" .- ~(d F. Campoel CFC:edl Enclosure c: Records Manager (w/enclosure) Billing Department (w/enclosure) 728438_1.DOC By: ATTACHMENT 2 MEYERS, NAVE, RIBACK, SILVER & WILSON STATEMENT OF FEE AND BILLING INFORMA nON The following is a general description of our fee and billing policies. These general policies may be modified by the specific engagement letter or agreement to which this summary is attached. Professional Fees. Our fees for prqfessional services are based on the fair value of the services rendered. To help us detennine the value of our services, our attorneys and paralegals maintain time records for each client and matter. Our attorneys and paralegals are assigned hourly rates which are based on years of experience, specialization, training and level of professional attainment. We adjust our rates periodically (usually at the beginning of each year) to take into account inflation and the increased experience of our professional personnel. To keep professional fees at a minimum, legal work that does not require more experienced attorneys will be perfonned, where feasible, byattomeys with lower billing rates. Of course, the quality of the work is paramount, and we do not sacrifice quality to economy. Before undertaking a particular assignment we will, if requested, provide you with a fee estimate to the extent possible. Estimates are not possible for some matters, however, and cannot be relied on in many others because the scope of our work will not be clear at the outset. When a fee estimate is given, it is only an estimate; it is not a maximum or minimum fee qu<?tation. The actual fee may be more or less than the quoted estimate. Retainer. Our nonnal practice is to require a retainer to cover a portion of the anticipated attorneys' fees and costs. Any retainer will be placed in the finn's trust account. At the conclusion of our services, we will return to our client any unapplied retainer, after deducting payment for charges billed or to-be-billed for services and any remaining out- of-pocket expenses. Billing And Payment Procedures. Unless other arrangements are made at the time of the engagement, invoices will be sent monthly. Invoices for outside services exceeding $100 may be billed separately. Occasionally, however, we may defer billing for a given month or months if the accrued fees and costs do not warrant current billing or if other circumstances would make it appropriate to defer billing. Our invoices contain a brief narrative description of the work performed; if requested, the initials of the attorney who perfonned the work will appear on the statement. The invoice will include a line item reflecting in-house administrative costs. The finn's in-house administrative costs include, but are not limited to, duplicating, facsimile charges, telephone charges, E-mail, postage, mileage and other administrative expenses. We have detennined that the m~t effective method of accounting for these administrative costs is to charge a flat 8% of the professional fees incurred. The finn will be reimbursed for all outside services incurred in the course of providing legal services to our client(s). Outside services will include, but are not limited to, all third-party expenses, delivery charges, travel expenses, outside research services, filing fees, expert witness and expert consultant fees. To defray the finn's costs for administering these services, there will be an additional cost advance charge of2% for all outside services of $1 00 or more. If you have any questions regarding an invoice, the Finance Director or Executive Director are available to answer your questions. For any unresolved matters, the Bar Association. has an arbitration mechanism that can be used to resolve such matters. Late Payments. Statements for services are payable upon presentation and, in all events, within thirty (30) days after receipt. Occasionally a client has difficulty in making timely payments. To avoid burdening those clients who pay their statements promptly with the added cOsts we incur as a result of late payments, a late charge will be assessed on statements not paid within thirty (30) days. The maximum monthly late payment charge will be 1.5% per month. In the unlikely event we are required to institute legal proceedings to collect fees and costs, the prevailing party will be entitled to reasonable attorneys' fees and other costs of collection.