FP 56872694.1
Fisher & Phillips LLP
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444 South Flower Street
Suite 1500
Los Angeles, CA 90071
(213) 330-4500 Tel
(213) 330-4501 Fax
Writer’s Direct Dial:
(213) 330-4487
Writer’s E-mail:
[email protected]
September 17, 2025
Via Electronic Mail
Jim Schaad
City Manager
City of Marysville
526 C Street
Marysville, CA 95901
Re: City of Marysville
Labor & Employment Law Advice and Counsel
Engagement Letter
Dear Mr. Schaad:
This will confirm that you wish to retain Fisher & Phillips LLP (“Firm”) to provide labor and employment law advice and counsel for City of Marysville (“Company”), specifically related to a Cal/OSHA investigation and the appeal of resulting citations.
Manner and Scope of Representation
I will be primarily responsible for this representation, but I likely will call upon others in our Firm to assist in the handling of this matter as I believe appropriate in the circumstances. We may assign more junior lawyers, paralegals or consultants to perform certain tasks more costeffectively at a lower hourly rate. You are free to request a change of the responsible lawyer or any other lawyer working on your matters by contacting me, the managing partner of this office, or a member of the Firm’s Management Committee.
Clients and attorneys must communicate effectively with one another to exchange information and to discuss developments and possible courses of action. We will keep you informed as developments occur and will consult with you as to the appropriate steps to take.
Should you wish for us to communicate with and/or take direction from any other person or persons in your Company, please so advise us in writing.
You agree to be truthful with us, to cooperate with us, to respond promptly to our inquiries and requests for information and provide us with necessary documents and other information, to appear at hearings and meetings as requested, to keep us informed of any significant or material information or developments, to abide by this agreement, to pay our bills on time, and to keep us Jim Schaad, City of Marysville
September 17, 2025
FP 56872694.1
advised of any changes of your address, telephone number, or e-mail address. We also ask that you keep us informed of your objectives and wishes and that, if we ask for specific information or for instructions necessary to our adequately carrying out our representation, you will respond accurately, completely, and as quickly as possible.
It is also important that we agree from the outset what kind of communications technology we will employ in the course of this engagement. Unless you specifically direct us to do otherwise, you agree that it is appropriate for us to use e-mail in the course of this engagement to communicate with you. You authorize us to communicate with you electronically at the e-mail addresses you provide from time to time. It is your responsibility to ensure that the e-mail you use to communicate with us is secure and private, and that no one can access your account without your authority and permission. You understand that electronic communications may be intercepted by unauthorized recipients or accessed by persons authorized to access your e-mail account, which could result in an unauthorized disclosure of your confidential information or a loss of privilege. You authorize us to communicate with you via e-mail notwithstanding such risks.
Billing and Payment
Our current attorney billing rates range from $995 per hour for our most experienced partners to $465 per hour for junior associates. Through the 2026 calendar year, my standard hourly rate is $895, and we will extend a 10% discount resulting in a hourly rate of $805 for Client.
Through the 2026 calendar year, the hourly rates for associates who may work on Client’s matters are in the range of $465 to $620, and the paralegal hourly rate is $290. We do re-evaluate our hourly rates for attorneys and para-professional staff at least annually, and we find that we must increase them from time to time thereafter.
We charge for travel costs, photocopying, courier services, express delivery, computeraided legal research, and similar items connected with our handling your work. In-office photocopying is charged at $0.15 per page. Mileage is charged at the standard mileage rate established by the Internal Revenue Service from time to time. Fees and expenses billed by third party vendors are charged at the Firm’s cost. Ordinarily, these amounts will be set forth separately on your billing statement. If we must pay third-party charges, such as for court reporters, outside printing or copying, expert witnesses, mediators or other service providers, we will list those charges on your billing statement as well. Many lawsuits today involve the mandatory exchange of electronically stored information (“ESI”). If we are required to review, produce and/or store ESI in the course of handling a litigated matter for you, we will either charge you for the cost of using our own ESI software or utilize the services of an outside ESI service provider and we will either ask that provider to bill you directly or we will send that provider’s invoices to you for payment.
You agree to pay the aforementioned charges. Please let us know if you have any questions about the way we compute our charges.
Our practice is to send bills on a monthly basis. Our statements generally cover fees and expenses incurred through the end of the prior month, although sometimes fee totals or charges might not be immediately available for one reason or another and will therefore be billed later.
This is particularly true at the end of a case. Our invoices are due and payable upon receipt. If you ever have a question about an invoice, please contact us promptly to discuss it.
Jim Schaad, City of Marysville
September 17, 2025
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Occasionally clients may make an overpayment on a bill. If this happens, unless you tell us otherwise, we will apply the overpayment to any outstanding fees and expenses or to the next bill, with notice to you as to how we have applied the overpayment. If there are no outstanding fees or expenses and no work in process, we will refund the overpayment to the entity that made the payment.
If for any reason you find yourself unable to pay an invoice, please call us promptly. We do reserve the right to impose interest charges at 1½% per month in connection with any balance that remains unpaid more than 30 days after the statement date. Also, if it ever should be necessary for us to resort to legal action to collect our fees and expenses, it is agreed that the prevailing party shall recover its reasonable attorney’s fees and costs in connection with any such action.
We will bill you for the time we spend working on your various legal matters. It is important that you understand that while we will always seek an expeditious and economical resolution of the various legal problems we handle on your behalf, we cannot guarantee any specific result.
Particularly where litigation and other contested matters are involved, there are many variables that determine whether a particular party will prevail. Unless we specifically enter into a separate express contingency fee arrangement with you on a specific matter, our fees are not based on contingencies and are due and payable regardless of the outcome of the matter.
We understand that you might request from time to time that we provide you with a budget for litigation matters and we are happy to provide you with our best estimate, based on our experience, of the time and fees likely to be incurred on a matter. These budgets do not constitute guarantees or binding estimates, however. Often, the actual cost might be higher – or lower – than the budgeted amount, depending upon a host of factors including the aggressiveness of opposing counsel in discovery and law and motion practice, whether trials or other hearings are delayed or continued, and the amount of assistance your organization can give us in such areas as collection of information, documents, and ESI, location of witnesses, etc.
Although it is ordinarily the policy of Fisher & Phillips LLP to obtain an advance retainer from new clients to be held in trust during the pending matter and applied to our final billing, we are willing to waive that requirement in this instance, although we reserve the right to ask you for such a deposit in the future should circumstances warrant.
Potential Insurance Coverage
In any adversarial matters we handle on your behalf, one or more of your insurance carriers may be obligated to provide you with indemnity and/or defense of various claims asserted.
We are unable to provide you with advice regarding insurance coverage, however. You are responsible for tendering all claims to your insurance carrier(s) under all policies you believe might provide coverage. We recommend that you do so as soon as possible, and if it is your wish that our Firm handle the claim, please make that clear to your carrier or broker in writing when you tender the claim.
Jim Schaad, City of Marysville
September 17, 2025
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Payment of Fees by Third Party
To the extent that attorney’s fees in a matter we handle for you will be paid by a person or entity other than the client, we are required to obtain your written consent pursuant to the provisions of Rule 1.8.6 of the Rules of Professional Conduct. A person who pays the legal fees is not necessarily the client. We confirm that any payment of attorneys’ fees by a person or entity other than the client shall not interfere with the independence of our professional judgment or the attorney/client relationship between our Firm and your Company. By signing this agreement, you confirm and acknowledge that you waive any conflict that may arise in connection with the payment of your attorney fees by an insurance company or by any other third party.
Additional Matters
The same terms of this agreement will cover all work we might perform for the Company unless we execute a new engagement letter agreement with respect to such other or additional work.
Changes in the Law
Our work for you might include drafting agreements, drafting or reviewing employment policies or employee handbooks, or providing legal advice based on the law as it stands at the time the advice is given. Labor and employment laws sometimes change, however, and we assume no responsibility to provide you with updates on changes in the law that occur after we give you advice or complete a particular case or matter unless we specifically have agreed to do so.
Privacy Notice of Collection of Personal Information
We respect your privacy and aim to be transparent with our clients. For this reason, we have adopted a privacy policy that describes all the personal information we collect from or about you or your employees or other “consumers” (as the term is defined by applicable law) in the course of providing you with our legal services, as well as how we use this information and how long we will retain it. Our privacy policy, which also describes your rights as a consumer under applicable law, is accessible on our website at https://www.fisherphillips.com/privacy-policy.html.
The terms and disclosures of this privacy policy are incorporated herein, and your signature below confirms that you have read or will read our privacy policy. If you have any questions regarding our privacy policy or your rights, please do not hesitate to call or email me.
Termination of Representation
We reserve the right to stop performing services and to withdraw from the representation of your Company if you fail to communicate with us, if you fail to cooperate with us or follow our advice, if we determine that you have made material misrepresentations to us, if you fail to pay our fees or expenses incurred on your behalf in a timely manner, or for any other reason permitting or requiring withdrawal under applicable law. You agree that we may withdraw from the representation under these circumstances, subject to court approval where required. You may terminate our representation at any time, with or without cause, by notifying us in writing. If you Jim Schaad, City of Marysville
September 17, 2025
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do, papers and property which you have provided to us will be returned to you promptly or to your new counsel should you so direct us in writing. Termination of our services will not affect your responsibility for payment for legal services rendered and additional charges incurred both before termination and in connection with an orderly transition of the matter.
At the close of any matter, we generally purge our files in that matter of unnecessary materials and send the remaining materials to a storage facility for storage at our expense. We will maintain the files in storage for a period of seven years. After that time, we reserve the right to destroy the documents in the stored files without further notice to you. You hereby consent to such destruction of your documents in our files, unless we receive from you, within seven years after the close of the matter, written instructions for a different disposition of your documents.
Errors and Omissions Insurance
The codes of professional responsibility applicable to attorneys in some states require that law firms advise clients whether the firm has errors and omissions insurance coverage. Our Firm does have such coverage.
Arbitration of Disputes
Any dispute between our Firm and your Company regarding our performance of any services under this Agreement, and any claim arising out of or relating to this Agreement or its breach, including, without limitation, claims for breach of contract, professional negligence, breach of fiduciary duty, misrepresentation, fraud, and any other disputes regarding the nature or quality of the legal services our Firm provides for your Company shall be submitted to binding arbitration upon the written demand of one party after the service of that demand on the other party. The parties shall agree upon and appoint one neutral and impartial arbitrator to hear and decide the dispute. If the parties cannot agree on the selection of an arbitrator, a party may petition the Superior Court of Los Angeles County, California and the procedures set forth in Code of Civil Procedure section 1281.6 for appointment of arbitrators shall apply. The court will choose an impartial arbitrator and the court’s decision shall be final and binding on all parties. Each party shall have the right of discovery in connection with any arbitration proceeding in accordance with Code of Civil Procedure section 1283.05, and the arbitrator shall issue a reasoned written decision to accompany any award. The arbitrator’s fees shall be borne equally by the parties. Both our Firm and your Company confirm that each has read and understands this paragraph, and each voluntarily agrees to binding arbitration. In doing so, our Firm and your Company voluntarily give up our respective constitutional rights to trial by judge or jury, as well as rights to appeal. You may wish to consult with an independent lawyer of your choice to review these arbitration provisions, and this entire engagement letter agreement, before signing it.
Conclusion
We do look forward to working with you, and we are grateful that you have selected us as your counsel. We regret the length of this letter, but we take our professional responsibilities seriously and want to comply with all ethical requirements. We also want to set forth herein all material terms of our agreement with you. If these terms are acceptable, please sign this letter in the space provided below indicating your consent, and then return one copy to us by e-mail or fax.
Jim Schaad, City of Marysville
September 17, 2025
FP 56872694.1
If you have any questions, please call. Once again, we appreciate the opportunity to work with you, and we will always strive to maintain your confidence and trust.
Sincerely,
Andrew J. Sommer
For FISHER & PHILLIPS LLP
AJS
The foregoing terms are accepted by:
Jim Schaad, City Manager
For City of Marysville
Date