January 31, 2023
Via Email
Lori Ann Farrell Harrison, City Manager
City of Costa Mesa
c/o Kimberly Hall Barlow, City Attorney
[email protected]
Re: Insight Psychology v. City of Costa Mesa
(U.S.D.C., C.D. Cal, No. 8:20-cv-00504-MEMF-JDE)
Dear Lori Ann:
The Complex Appellate Litigation Group LLP (CALG) would be pleased to provide consulting services for you under the following terms:
A. Services To Be Rendered.
1. Our only client under this agreement is the City of Costa Mesa (“you”). This agreement does not apply to any other individuals, entities, organizations, employees, managers, members, partners, officers, directors, owners, or shareholders, even if affiliated or related to you.
2. We will consult and advise as needed on issues in the district court that you or your trial counsel identify as potentially important to an appeal. As you are already represented by counsel of record, we do not have final responsibility for researching, writing, filing documents, or presenting oral argument.
3. We will perform no other legal services under this
agreement. We will not appear as attorney of record in the Court of Appeals or the superior court, and our firm name will not appear on any brief or other document filed in this case. We will not be responsible for filing any papers or 2 / 7
tracking any court deadlines in the Court of Appeals or superior court, and we will not have the final determination of the contents of any document filed.
Services in any matter not described above will require a separate written agreement.
4. Either of us may terminate this agreement at any time for any reason. In the event of termination of this agreement by either party, you are responsible for all fees and costs up to the point of termination.
B. Fees for Legal Services.
1. M.C. Sungaila will be the primary attorney responsible for this matter. Other attorneys may also work on this matter, subject to your approval. All time is billed in minimum units of one-tenth (.1) of an hour.
2. The hourly rates for our attorneys are listed in Attachment A to this agreement. We agree to discount these rates by 10% for any invoice paid within 35 days of the date of issuance.
3. We will invoice periodically for fees and costs. Bills are due and payable on receipt and will be considered delinquent if not paid within 35 days. If you have any objections to an invoice, you must bring them to our attention in those 3 5 days; otherwise, you agree the invoice is acceptable to you. You assume full responsibility for the payment of our fees and costs in accordance with all provisions of this letter.
4. If the balance is not paid when due, interest may be charged on the principal balance (consisting of any unpaid fees, costs, and/or expenses) shown on the invoice. Interest will be calculated by multiplying the unpaid balance by the periodic rate of 0.833% per month (10% per year). The unpaid balance will bear interest until paid.
5. In addition to our fees, we will charge you for any costs as they are incurred. Costs include items such as any court fees we may be required to pay on your behalf, legal research services, travel expenses for oral arguments or meetings, and postage and delivery.
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6. Fees paid to CALG’s attorneys may be split between CALG and its attorneys on a pro rata basis ranging from 20 to 80 percent. The total fees charged are not increased in any way by reason of the provision for division of fees. By executing this agreement, you consent to this fee sharing arrangement.
7. CALG’s tax i.d. number is 47-3204221.
C. Effective Date.
The proposal reflected in this letter will remain open for 14 days after the date set forth at the beginning of this letter, at which point the proposal will expire. This agreement will not take effect and we will have no obligation to provide legal services until a signed copy of this agreement is returned to us within 14 days after the date set forth at the beginning of the letter.
D. Conflicts.
While we are not presently aware of any conflicts of interest triggered by this engagement, the nature and scope of our work for other clients could give rise to a conflict of interest in the future. It is possible that while we are advising you in this engagement, a conflict could arise in a matter unrelated to this engagement. Other existing or future clients of the firm, including some who rely upon us for general representation or advice, may ask us to represent them in litigation adverse to you. You agree that you will reasonably consider a request to waive any future conflict for any matter that is legally and factually unrelated to legal services we have agreed to provide in this engagement, and you agree that you will not unreasonably withhold consent to such a waiver request in the future.
E. Mediation & Arbitration; Use of California Law.
Any dispute, claim, or controversy arising under or relating to this agreement or in connection with the provision of legal services by us (including without limitation any claim of professional error or omission, any dispute about fees or costs, or the determination of the scope or applicability of this agreement to arbitrate) shall be submitted for mediation and arbitration to 4 / 7
JAMS in San Francisco, California, in accordance with the rules of JAMS. The parties shall first attempt to mediate the dispute and, if unsuccessful, resolve the dispute by binding arbitration. The parties may invoke any arbitration appeal procedures JAMS offers.
California law and the California Arbitration Act will apply and jurisdiction and venue will be in the City and County of San Francisco, California. You understand this means that both CALG and you are waiving all rights to a jury trial. After the arbitration, however, either party may file an application to correct or vacate the arbitration award in the appropriate court, which will have authority to review all questions of law decided by the arbitrator. Both CALG and you agree that all aspects of the arbitration or mediation, including the initiation, filings, hearings, and result, will be held completely confidential and will not be disclosed to any third parties unless required to enforce the terms of this agreement or required by law.
Notwithstanding the foregoing, fee disputes may first be submitted to the State Bar of California’s program for arbitration of fee disputes pursuant to Business and Professions Code sections 6200 et seq. If the State Bar declines to hear a fee dispute, or if either party rejects the State Bar panel’s decision on any fee dispute, then instead of the right to trial mentioned in the statute, our fee dispute will be resolved by binding JAMS arbitration as set forth above.
F. Disposition of Case File.
By executing this agreement, you consent to storage of your case file in an entirely electronic format and on a secure internet cloud storage system. If you request, the case documents in our file will be electronically transferred to you at the end our engagement. Except as provided under California Rules of Professional Conduct Rule 1.15, we may destroy the documents in your case file after one year from the conclusion of our work under this agreement.
G. Disclaimer of Guarantee
Nothing in this agreement and nothing in our statements to you are to be construed as a promise or guarantee concerning the outcome of this matter.
We make no such promises or guarantees. Any comments about the outcome of this matter are expressions of opinion only.
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H. Advice of Independent Counsel.
This document affects your legal rights. Since it is a contract between you and this firm, we recommend you seek independent counsel to advise you in regard to the terms of this agreement.
CALG takes no responsibility for advising you about any professional negligence claims you may have against any prior counsel you may have had. If you believe you may have a professional negligence claim against your prior counsel, you should promptly speak with an attorney who specializes in that area of law.
I. Severability.
The terms of this agreement shall be deemed severable, such that the invalidity of one provision shall not invalidate the remainder of the agreement.
If a provision is severed, the remainder of the agreement shall be interpreted so as to give this agreement its intended effect to the limit of the law.
J. Complete Integration.
This contract contains the entire agreement regarding CALG’s services for the work described in Section A. It supersedes and replaces any previous agreement between us. This agreement shall be binding upon the signatories and their respective legal representatives and successors. It shall not be modified except by written agreement signed by both CALG and you.
K. Counterparts
This agreement may be executed in any number of counterparts, all of which together shall comprise a single agreement. Docusign signatures or PDF scans of signatures shall be construed as original signatures.
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* * *
If this agreement is satisfactory, please sign the enclosed copy and return it to us. If you have any questions, please do not hesitate to call or email us.
We look forward to working with you.
Very truly yours,
COMPLEX APPELLATE LITIGATION
GROUP LLP
By: ___________________________
Ben Feuer, Chairman
* * *
I have read and understood the foregoing terms and agree to them. By signing below, I acknowledge that I have reviewed this agreement carefully, that I have been given an opportunity to consult with an outside lawyer and negotiate the terms of the agreement, and that I understand and agree to the provisions above regarding payment, arbitration, and all other elements of the agreement. I am authorized to sign this agreement on behalf of the City of Costa Mesa.
By ____________________________________ ______________________ Lori Ann Farrell Harrison Date
City Manager
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Attachment A
Hourly Billing Rates
Kirstin Ault .................................... 720
Sharon Baumgold .......................... 685
Pablo Drobny .................................. 685
Reno Fernandez ............................. 685
Ben Feuer ....................................... 830
Melanie Gold .................................. 685
Katy Graham ................................. 685
Rex Heinke ................................... 1150
Susan Horst ................................... 740
Charles Kagay ................................ 740
Anna-Rose Mathieson .................... 830
Claudia Ribet ................................. 725
Robert Roth .................................. 1055
Johanna Schiavoni ......................... 725
Jocelyn Sperling .............................. 685
M.C. Sungaila ................................. 900
Jennifer Teaford ............................. 685
Jessica Weisel ................................ 830
Greg Wolff ...................................... 725
Kelly Woodruff ............................... 725
Susan Yorke ................................... 720
Sr. Paralegal .................................. 230
Jr. Paralegal ................................... 200
Other Staff ...................................... 165
From time to time, new attorneys may join our firm who may be assigned to work on this matter. Their rates will ordinarily be within this range.
Payment Methods
Electronic Check: We encourage electronic checks, which work the same as paper checks, but online. They simply require the routing and account number from the bottom of your paper check. Each transaction is limited to $10,000, but you can enter multiple transactions.
Paper Check: Please make check payable to the Complex Appellate Litigation Group LLP and mail it to 96 Jessie St., San Francisco, CA, 94105.
Credit Cards: CALG accepts all major credit cards for retainer and monthly payments with no surcharge. However, if you pay by credit card, we request that you keep the card on file and approve automatic payments for all invoices (except those for which you send objections within 14 days). Please ask for a credit card autopayment form to pay by credit card.
Wire Transfer: Please ask for account information to pay by wire transfer.
Please email [email protected] or call us with any questions.