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SCHEDULE “1”
ADDENDUM TO ENGAGEMENT LETTER (I.E., FEE AGREEMENT)
TO: CLIENT
ATTN: MR./MS. CONTACT NAME
FROM: G10 GALUPPO LAW, A PROFESSIONAL LAW CORPORATION
DATE: April 15, 2019
This Addendum to Engagement Letter (i.e., Fee Agreement) is part of and incorporated in your
Engagement Letter (i.e., Fee Agreement)
Working Together
How You Can Maximize the Benefits you Receive from G10 Galuppo Law, APLC. There are ways that you can help G10 Galuppo Law, APLC maximize the value of legal services you receive. If you plan ahead, narrow the issues, know and communicate the facts, and accept that uncertainty is inherent in the legal process, we will better be able to assist you.
Consult With Us Early In the Process. Try to identify situations that may require legal counsel early in the process. We can best help you when you still have time to discuss and explore available alternatives. For example, talk to us before you sign a purchase agreement, lease, or other contract; once the document is signed, you will no longer have as many alternatives available. Furthermore, if you consult with us before a suit is filed (by you or against you), we can discuss litigation alternatives with you.
Know Your Facts. Attorneys provide legal advice by applying the law to your specific facts. Our advice is only as accurate as the information you provide us. Try to provide us with complete, accurate information. It is important that you tell us the “bad facts” as well as the “good facts” so that we can address and attempt to mitigate them.
Legal Research. Legal Research is necessary even for attorneys with significant expertise. No attorney can be familiar with every existing law. Additionally, although people may wish or think otherwise, the law is not completely black and white. There are often exceptions to general rules of law. There are also many different interpretations of laws that are sometimes very fact-specific. While we have expertise in our areas of practice, legal research will occasionally be necessary in order for us to identify all possible applicable laws or to determine how judges have decided other cases that are similar to, but may not be exactly like, your situation. Research will be conducted when necessary to help us better predict or plan for likely outcomes.
Accept Some Uncertainty. Law is not absolute. Written laws are subject to interpretation and application by people with different experiences (judges, juries and arbitrators). In some cases we may have strong opinions regarding the applicability of certain laws. However, we cannot provide you with a guaranteed result. We can help you identify issues and alternative courses of action available to you to reduce your risk and/or increase the likelihood of a good result.
Billings, Files, Costs and Dispute Resolution
Retainer Deposits. Our office uses an "Evergreen" client retainer account. This means you are required to maintain a deposit in our client trust account throughout your Matter. As we invoice you each month for fees and costs incurred, we will pay ourselves from your retainer account and request that you deposit additional funds to bring your balance in the client trust account back to the original deposit. Except for an amount related to a disputed fee, any unused deposit at the conclusion of our services will be refunded. This original deposit amount is noted on page two of your Engagement Agreement. There will be situations where we may need to increase your original deposit amount. At that time, you will receive a letter from us explaining the additional requested and the purpose of the additional amount. For example, once a motion, deposition, trial, mediation, or arbitration date is set, we may require you to pay all sums then owing to us and to deposit the attorney’s fees we estimate will be incurred in preparing for and completing the motion, deposition, trial, mediation, or arbitration, as well as the fees and costs likely to be assessed relating to said activity.
Additional Factors Affecting Billings. All hourly-based charges by the Firm for services rendered to you shall be solely on the basis of hourly rates that you have previously approved. All pricing arrangements, including any agreed-upon alternative billings to the hourly rates, will be reflected on all invoices. For other matters where a task-based or activity-based arrangement has been arranged, invoices shall indicate the billing amount for each task, activity, or function.
Initially, we cannot usually determine the full nature and extent of the legal services, which may ultimately be necessary on your matter, because much of our work may depend upon the responses of the other parties, the court, or agencies. Consequently, unless otherwise expressly agreed to in writing, the compensation for our services shall not be a fixed fee, but rather a fee based primarily upon the time devoted to your matter, including consultations, correspondence, meetings, telephone calls, negotiations, factual investigations and analysis, legal research and analysis, document preparation and revision, travel away from the office on your behalf and all other work related to your matter.
Other factors taken into account in determining fees are novelty and difficulty of the issues and problems involved, the skill required to perform the services properly, the skill and experience of opposing counsel, the responsibility assumed, the time limits imposed by the client or by the circumstances, the seriousness of the consequences, and other considerations permitted or required by applicable rules of professional conduct.
Invoices and Billing Cycle. We will send you periodic statements for attorney's fees and related costs incurred usually on or before the 15th of the following month. The billing period for such fees and costs will be once a month, beginning on the first (1st) day of the month, and ending on the last calendar day of the same month. Each statement will be due and payable within fifteen (15) days of the date on which you receive the statement. You may request a statement at intervals of not less than fifteen (15) days. If you do, we will provide the information within ten (10) days of request.
Telephone Calls. Meetings and Conferences. We will charge you for the time we spend on telephone calls relating to your matter, including calls with opposing counsel, or court or governmental agency personnel. Entries for telephone conversations, conferences, meetings, and court conferences must specifically identify the parties involved and the subject matter or purpose of the task.
Billing Minimum. We will bill in minimum of two-tenths (.20) of an hour increments.
Costs. The Firm will include in the invoices for only such disbursements as are approved, and then only in the amount of the actual cost with no additional mark-up for overhead or profit. We recognize that you expect the Firm to be conscientious shoppers on its behalf by obtaining the best rates for disbursements. We shall itemize each disbursement and include a brief description. Disbursements shall not be submitted as “Miscellaneous” or “Other.” you reserve the right to request documentation verifying all disbursements. Third party courier and express delivery services shall be used sparingly.
We will incur various costs and expenses in performing legal services under this Agreement. You agree to pay for those costs and expenses. The costs and expenses commonly include process servers' fees, fees fixed by law or assessed by courts and other governmental agencies, court reporters' fees, messenger and other delivery fees, postage, parking and their local travel expenses, outside photocopying service and other reproduction costs, clerical staff overtime, word processing charges, charges for computer time and other similar items. All costs and expenses will be charged at our cost. To aid in the preparation or presentation of your matter, it may become necessary to hire expert witnesses, consultants, or investigators. We will not hire such persons unless you agree and agree to pay their fees and charges. You further agree that if you do not pay for such costs when due, then this Firm may, but is not obligated to, advance such costs on your behalf, with the understanding that you shall be ultimately obligated to reimburse this law office for such costs advanced.
Fair and Reasonable Fee. Any fee estimate given by us to you is not a guarantee or limit on fees and costs. Events often occur which will substantially increase the amount of fees beyond the estimate, just as events may occur, such as settlement, which may result in the estimate being too high. Regardless, it is important to this office that the fees charged be fair and reasonable in relation to the services rendered and further that you at all times understand our billings. We welcome any questions you may have concerning your statement, at any time. When our services conclude, all unpaid charges will immediately become due and payable.
Files. After our services conclude, we will, on your written request, deliver your file to you, along with any funds or property of yours in our possession. You authorize the law firm to destroy all files and documents remaining in our possession five (5) years following conclusion of the particular matter. Our storage capabilities are inadequate to perpetually store all files and old files must periodically be removed. Upon your request, you will have the opportunity to review your file at any time prior to the destruction and retain those documents, which are yours and copy any others (except work product).
No Guaranty on Outcome. Nothing in this Agreement and nothing in our statements to you will be construed as a promise or guarantee about the outcome of any matter. We make no such promises or guarantees. Our comments about the outcome of any matter are expressions of opinion only. Our expressions about the outcome of the matter are our best professional estimates limited by our knowledge of facts and law at the time they are expressed.
Mediation. In the event a claim, controversy, or dispute exists between you or this firm, arising from or relating to the performances or obligations due under this Agreement, either you or this firm may initiate Mediation under the auspices of the National Conflict Resolution Center, formerly the San Diego Mediation Center, by delivering in any lawful manner a Demand for Mediation on the other. Once you or this firm receive a Demand for Mediation, the other will proceed to mediation within thirty (30) days of receipt of the demand, before either party can proceed to initiate other dispute resolution procedures, which include arbitration or litigation. If the person who receives the demand does not proceed to mediation, after the expiration of the thirty (30)-day period, the other may proceed to initiate any and all other lawful means to resolve the issue as to claim, controversy or dispute, such as proceeding with an arbitration or filing of a law suit.
Arbitration of Disputes. Except in the event that you request to have a dispute for attorney’s fees and costs sent to arbitration by an approved bar association program (under Cal.Bus. & Prof. Code §6200, et seq.), any dispute, controversy or claim in law or equity arising out of or related to this Agreement, the attorney-client relationship, or any resulting matter, shall be decided by neutral binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and not by court action, except as provided by California law for judicial review of arbitration proceedings. If the amount of the claim is less than Ten Thousand Dollars ($10,000.00), the dispute shall be heard and determined by one arbitrator. If the amount of the claim is Ten Thousand Dollars ($10,000.00) or more, the dispute shall be heard and determined by a panel of three arbitrators. The parties shall have the right to discovery in accordance with Code of Civil Procedure §1283.05. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The filing of a judicial action to enable the recording of a notice of pending action, for order of attachment, receivership, injunction, or other provisional remedies, shall not constitute a waiver of the right to arbitrate under this provision.
Sixty Days in Arrears. If your account is sixty (60) days in arrears, and you have not made arrangements to bring your account current, all work on any matters you have with this office may be discontinued at the sole discretion of this office; and we may turn your unpaid account over to a collection agency for collection. Our office will have a lien for attorney's fees and costs advanced on all claims and causes of action that are the subject of your representation under this Agreement and on any and all proceeds of any recovery obtained, whether by settlement, arbitration award, or court judgment.
Termination. You may discharge us at any time. We may withdraw with your consent or for good cause, provided such withdrawal is without prejudice to you. Good cause includes, without limitation, non-payment of attorney’s fees and related costs due and owing, your breach of this Agreement, your refusal to cooperate with us or to follow our advice on a material matter (except as to settlement) or any fact or circumstance that would render our continuing representation unlawful or unethical.
General Provisions
Acknowledgment of Authority. Each party acknowledges it is in good standing and is authorized to execute this Agreement.
Notice. All notices, consents, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall conclusively be deemed effective (1) on personal delivery, (2) on confirmed delivery by courier service, (3) on the first business day after transmission if sent by confirmed facsimile transmission or registered electronic mail transmission, with unmodifiable proof of content, delivery, and time of delivery, or (4) three days after deposit in the United States mail, by first class/certified/registered or certified mail, postage prepaid, addressed to the party to be notified as set forth below:
To:
Mr./Ms. Contact Name
Contact Job Title
COMPANY
Contact Address
Email: Contact E-mail
To:
G10 Galuppo Law
A Professional Law Corporation
Attn.: Louis A. Galuppo, President
2792 Gateway Road
Suite 102
Carlsbad, CA 92009
Email: lgaluppo@galuppolaw.com
Any party may change its address for purposes of this paragraph by giving written notice of its new address to the other party in the manner set forth above.
Modification of Agreement. This Agreement may be supplemented, amended, or modified only by a writing signed by both parties.
Entire Agreement. This Agreement and all other agreements, exhibits, and schedules referred to in this Agreement constitute(s) the final, complete, and exclusive statement of the terms of the agreement between the parties pertaining to the subject matter of this Agreement and supersedes all other prior or contemporaneous oral or written understandings and agreements of the parties. No party has been induced to enter into this Agreement by, nor is any party relying on, any representation or warranty except those expressly set forth in this Agreement.
Severability of Agreement. If a court or an arbitrator of competent jurisdiction holds any provision of this Agreement to be illegal, unenforceable, or invalid for any reason, the validity and enforceability of the remaining provisions of this Agreement shall not be affected.
Separate Writings and Exhibits. The following agreements, exhibits, schedules, or other separate writings constitute a part of this Agreement and are incorporated into this Agreement by this reference: (i) Schedule 1: Addendum to Engagement Letter; and (ii) Schedule 2: Approved Customized Rate Schedule. If any inconsistency exists or arises between a provision of this Agreement and a provision of any exhibit, schedule, or other incorporated writing, the provisions of said exhibit, schedule or other incorporated entity shall control.
Survival. The rights and obligations created with respect to mediation and arbitration shall survive termination of this Agreement.
Ambiguities. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement.
Further Assurances. Each party shall at its own cost and expense execute and deliver such further documents and instruments and shall take such other actions as may be reasonably required or appropriate to evidence or carry out the intent and purposes of this Agreement.
Choice of Law. This Agreement, and any dispute arising from the relationship between the parties to this Agreement, will be governed by California law.
Counterparts. This Agreement may be executed in any number of counterparts and delivered by mail (facsimile and/or email) each of which will be deemed an original, but all of which together will constitute one integrated instrument.
[end of Schedule “1”]
