1308 Factory Place, #201

Los Angeles, CA 90013

Tel: 213.529.0888
Fax: 213.529.3053
www.brintonfirm.com

Writer’s email: matt@brintonfirm.com

ATTORNEY-CLIENT PRIVILEGE.
ATTORNEY WORK PRODUCT

Re: ATTORNEY-CLIENT FEE AGREEMENT

The Brinton Firm, P.C., and Matthew L. Brinton (collectively, “Attorney”),

(hereafter, collectively the “Clients”), hereby agree that Attorney will provide legal services
to “Client” on the terms set forth below.

1. CONDITIONS. This Agreement will not take effect, and Attorney will have no obligation to provide
legal services until Client returns a signed copy of this Agreement to Attorney.

2. SCOPE OF SERVICES.

A. Generally. Client is hiring Attorney to represent Client in a lawsuit against Client’s landlords,
property managers, related entities, and/or those parties’ agents/representatives, to be filed in the Los
Angeles Superior Court on Client’s behalf (the “Action”).

B. Scope of the Action. As a whole, the Action is only seeking damages, compensation, retroactive rent
abatement, relocation benefits, and/or injunctive/declaratory relief arising from substandard and/or
dangerous conditions present at Client’s residence due to the negligent or wrongful conduct of
Client’s landlords, property managers, related entities, and/or those parties’ agents/representatives.

C. Limitations of Representation. Upon Client signing below, Attorney will represent Client in the
Action. This Agreement does not apply to any other legal matters. The Attorney’s representation of
Client in the Action does NOT include representing Client in any independent or related matters that
may arise or currently exist, including, among other things: unlawful detainer actions brought against
any Client; temporary or permanent restraining order proceedings concerning any party to the case,
for any reason; claims for damages against parties other than landlords, property managers, related
entities, and/or those parties’ agents/representatives; workers’ compensation claims; employment-
related disputes; small claims actions; actions for personal injuries sustained by Client not caused by
or related to the events defined above; and personal disputes between Client and any other individual
who is not a defendant in the Action. If Client believes that Client may have other claims not related
to those brought in the Action, then we strongly suggest, encourage, and recommend that Client – in
addition to participating in the Action – must seek outside legal counsel as to those claims and seek
legal redress elsewhere (e.g., labor relations board, small claims, separate civil action, etc.). There are
statutes of limitations that restrict the time periods in which legal action may be taken for certain legal
claims, so if you believe that you have claims outside the scope of the Action, then we suggest,
encourage, and recommend that Client act as soon as possible to preserve Client’s other rights and
remedies.
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Attorney will represent Client in the Action until a settlement or judgment is reached. Attorney will
oppose any motion for new trial or any other post-trial motions filed by defendants and will make any
appropriate post-trial motions on Client’s behalf. After judgment or settlement, Attorney will not
represent Client on any appeal unless Client and Attorney otherwise agree through a separate and
additional written agreement. Attorney will also not represent Client in any post-judgment collections
activity unless Client and Attorney otherwise agree through a separate and additional written
agreement. Services in any matter not described above will require a separate written agreement.

3. RESPONSIBILITIES OF THE PARTIES.

A. Attorney-Client Duties. Attorney will provide those legal services reasonably required to represent
Client in prosecuting the claims described in Paragraph 2 and will take reasonable steps to keep Client
informed of progress and developments and respond promptly to inquiries and communications.
Client agrees to be truthful with Attorney, to cooperate, to keep Attorney informed of any information
and developments which may come to Client’s attention, to abide by this Agreement, and to keep
Attorney advised of Client’s address, telephone number, and whereabouts. Client agrees to appear at
all legal proceedings when Attorney deems it necessary and to generally cooperate fully with Attorney
in all matters related to the preparation and presentation of Client’s claims.

B. Discretion of Attorney. During the course of this case, Attorney will be required to perform many
routine acts on behalf of Client requiring the use of Attorney’s legal skills, expertise, and experience.
Such acts include, but are not limited to, drafting pleadings or motions, propounding discovery and
subpoenas, selecting a judge or courthouse, conducting depositions, negotiating with opposing
counsel, interviewing witnesses, developing a litigation timeline or strategy, and otherwise
performing routine elements of litigation. Client agrees that such routine acts will be performed at
Attorney’s discretion.

4. LEGAL FEES.

A. Attorney Compensation. Attorney will only be compensated for legal services rendered if a
recovery is obtained for Client. If no recovery is obtained, then Client will not be obligated to pay
Attorney anything. In other words, we only get paid if you get paid. If settlement is reached before
filing a lawsuit, then attorneys’ fees shall be 33% of the gross recovery. If settlement is reached within
90 calendar days after filing a lawsuit, then attorneys’ fees shall be 35% of the gross recovery. If
settlement is reached more than 90 calendar days after the lawsuit is filed, or the lawsuit proceeds to
trial and judgment, then attorneys’ fees shall be 40% of the gross recovery.

B. The fee to be paid to Attorney will be a percentage of the “gross recovery.” The term “gross
recovery” means the total of any settlement or judgment arising from the Action, including the total
amount of rent waived or forgiven by the defendants. [For example, if the Client obtains a settlement
payment of $50,000 and the landlord additionally waives $10,000 of unpaid rent, the “gross recovery”
is $60,000.] It does not include any attorney’s fees awarded by the Court, nor any sanctions or other
fees imposed on the defendants or defense counsel. By way of example, if the defendants fail to
answer discovery, and the Court grants attorneys’ fees to Attorney to compensate for the additional
time spent on motion work, such a fee award will belong exclusively to counsel and will not be subject
to the percentage apportionment discussed above.
Page 3

C. Attorney Withdrawal or Discharge. In the event of Attorney’s discharge or withdrawal as provided

in Paragraph 6, Client agrees that, upon payment of the settlement or judgment in Client’s favor in
this matter, Attorney shall be entitled to be paid by Client a reasonable fee for the legal services
provided. Such fee shall be determined by considering the following factors: (i) the actual number of
hours expended by the Attorney in performing legal services for Client, (ii) Attorneys’ hourly rates,
(iii) extent to which Attorneys’ services have contributed to the recovery obtained, (iv) amount of the
fee in proportion to the value of the services performed, (v) amount of recovery obtained, (vi) time
limitations imposed on Attorney by Client or by the circumstances, and (vii) experience, reputation,
and ability of personnel performing the services.

5. COSTS AND LITIGATION EXPENSES.

A. Generally. Attorney will incur various costs and expenses in performing legal services under this
Agreement. Client agrees that all costs, disbursements, and expenses advanced by Attorney will be
reimbursed to Attorney from the proceeds of any settlement or judgment first and prior to: (i) any
disbursement of attorney fees or (ii) recovery to the Client. Costs, disbursements, and litigation
expenses commonly include court fees, jury fees, service of process charges, court and deposition
reporters’ fees, photocopying and reproduction costs, notary fees, messenger and other delivery fees,
deposition costs, interpreter costs, travel costs including parking, mileage, transportation,
investigation expenses, consultants, expert witnesses, professional mediator, arbitrator and/or special
master fees, and other similar items. Costs and expenses will be charged at Attorney’s costs.

B. Discretion of Attorney to Incur. Client authorizes Attorney to incur all routine costs necessary to
litigate this case. Notwithstanding any of the foregoing, Attorney agrees to obtain Client’s approval
for any costs for any investigators, consultants, mediator, arbitrator, or expert witnesses (reasonably
necessary in Attorney’s judgment and discretion) which will exceed $15,000 per expert witness,
consultant, mediator, arbitrator, or investigator (or any professional or business association of these
individuals) retained. Having obtained Client approval for the expenditure, Attorney will have sole
discretion as to the selection of any expert witness, consultant, mediator, arbitrator, or investigator.

C. All Fees/Costs to be Reimbursed. If an award of fees and/or costs is sought on Client’s behalf in the
Action, Client understands that the amount which the Court may order as fees and/or costs is the
amount the Court believes the party is entitled to recover, but it does not determine what fees and/or
costs Attorney is actually entitled to charge Client pursuant to this Agreement. Client agrees that,
regardless of whether attorneys’ fees or costs are awarded by the Court in Client’s case, such charges
may nevertheless be deducted from any recovery (whether by judgment or settlement) and will be
deducted prior to disbursement of any recovery to Client.

D. If Client Loses and Ordered to Pay Defendants. Client understands that if Client’s case proceeds
to Court action, Client may be required to pay fees and/or costs to the defendants in the Action. Any
such award will be entirely the responsibility of Client.

E. Negotiability of Fees. The rates set forth above are not set by law but are negotiable between an
attorney and a client.

6. DISCHARGE AND WITHDRAWAL. Client may discharge Attorney at any time, upon written notice
to Attorney. In turn, Attorney may withdraw from representation of Client: (a) with Client’s consent; or (b) upon
Court approval. Good cause to withdraw includes Client’s breach of this contract, Client’s refusal to cooperate
with Attorney or to follow Attorney’s advice on a material matter, disputes between Client and other clients which
Page 4

cannot be resolved and/or which threaten to materially affect the case, any affirmative misconduct by Client that
renders further pursuit of Client’s case unviable, or any other fact or circumstance that would render Attorney’s
continuing representation unlawful, unethical, or unmanageable. Notwithstanding Attorney’s withdrawal or
Client’s notice of discharge, and without regard to the reasons for the withdrawal or discharge, Client will remain
obligated to pay Attorney for all costs incurred prior to the discharge or withdrawal. In addition, in the event that
there is any net recovery obtained by Client after conclusion of Attorney’s services, then Attorney will be entitled
to recover a portion of any judgment or settlement as compensation for the reasonable value of all services
rendered from the effective date of this Agreement to the date of discharge/withdrawal, as more fully laid out in
Paragraph 4(B).

7. CONCLUSION OF SERVICES. When Attorney’s services conclude, all charges will immediately
become due and payable. After Attorney’s services conclude, and upon request, Client’s file and property will be
delivered to the Client or Client’s other attorney.

8. LIEN. Client hereby grants Attorney a lien on any and all claims or causes of action that are the subject
of Attorney’s representation under this Agreement. Attorney’s lien will be for any sums owing to Attorney for
any unpaid costs or attorney fees at the conclusion of Attorney’s services. The lien will attach to any recovery
Client may obtain, whether by arbitration award, judgment, settlement or otherwise. The effect of such a lien is
that Attorney may be able to compel payment of fees and costs from any such funds recovered on Client’s behalf
even if Attorney has been discharged or has withdrawn before the end of the case. Because a lien may affect
Client’s property rights, Client may seek the advice of an independent lawyer of Client’s own choice before
agreeing to such a lien. By initialing this paragraph, Client represents and agrees that Client has had a reasonable
opportunity to consult with such an independent lawyer regardless of whether or not Client has indeed chosen to
consult with such an independent layer. Client agrees that Attorney will have a lien as specified above.

__________ (Client initials here) __________ (Attorney initials here)

9. RECEIPT OF PROCEEDS. All proceeds of Client’s case shall be deposited into an IOLTA trust
account for disbursement in accordance with the provisions of this Agreement and Court directives.

10. DISCLAIMER OF GUARANTEE. Nothing in this Agreement and nothing in Attorney’s statements
to Client should be or will be construed as a promise or guarantee about the outcome of this matter. Attorney, and
any personnel working for Attorney, make no such promises or guarantees. There can be no assurance that Client
will recover any sums in this matter. Attorney’s comments about the outcome of this matter are expressions of
opinion only. Client acknowledges that neither the Attorney nor any personnel related thereto has made any
promises or guarantees about the outcome of the Action.

11. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties. No other
agreement, statement, or promise made on or before the effective date of this Agreement will be binding on the
parties.

12. SEVERABILITY IN EVENT OF PARTIAL INVALIDITY. If any provision of this Agreement is

held in whole or in part to be unenforceable for any reason, then the remainder of that provision and of the entire
Agreement will be severable and will remain in full force and effect.

13. MODIFICATION BY SUBSEQUENT AGREEMENT. This Agreement may be modified by

subsequent agreement of the parties only by an instrument in writing signed by all signatories below.
Page 5

14. EFFECTIVE DATE. This Agreement will govern all legal services performed by Attorney on behalf
of Client commencing with the date that Attorney first performed services, regardless of the date when this
Agreement may have been signed.

15. ARBITRATION. In the event that a dispute arises between Client and Attorney regarding attorneys’
fees, and the dispute cannot be resolved between Client and Attorney, Client has the right to demand arbitration
pursuant to Business and Professions Code §6200 and the State Bar Fee Arbitration Program. Attorney will
provide information about this Program upon request.

16. EXISTENCE AND LOSS OF PROBABLE CAUSE. By signing this retainer, both Client
and Attorney believe, in the best exercise of their judgment, that the matter has probable cause to
proceed to litigation. This means, in layman’s terms, that Client and Attorney believe the defendant is
at least partially responsible for harming Client in some way, and at least minimal merit exists for each
of Client’s causes of action against each defendant.

However, both Client and Attorney recognize that probable cause may cease to exist for a
variety of reasons; for example, if Attorney files suit against a defendant for renting out an illegal unit,
and subsequent investigation reveals the unit was incorrectly cited as illegal, then no probable cause
exists for that claim. Other examples include the City citing the “wrong” landlord, the fire department
later exonerating the defendant for causing the fire, incorrectly naming a former owner or corporate
division as a defendant, the County or City determining a property is not subject to rent control, and so
on.

If probable cause ceases to exist for the entirety of Client’s case, then Client and Attorney are
legally precluded from pursuing it further, and both Client and Attorney recognize and agree that the
case will be dismissed forthwith and not pursued further. Attorney will make best efforts to obtain
some sort of settlement, or at least a waiver of fees and costs, before dismissing the matter. If probable
cause ceases to exist for some, but not all, of Client’s causes of action, then Client agrees that Attorney
will dismiss those causes of action as soon as practical, and Attorney agrees to continue to litigate the
remaining causes of action on Client’s behalf.

THE PARTIES HAVE READ AND UNDERSTOOD THE FOREGOING TERMS AND AGREE TO THEM,
EFFECTIVE AS OF THE DATE THAT THE ATTORNEY FIRST PROVIDED SERVICES. IF MORE
THAN ONE CLIENT SIGNS BELOW, THEN EACH AGREES TO BE LIABLE JOINTLY AND
SEVERALLY FOR ALL OBLIGATIONS UNDER THIS AGREEMENT.

Dated:______________________________ CLIENT Name

Signature:_________________________________

Dated:______________________________ CLIENT Name

Signature:_________________________________
Page 6

Dated:______________________________ ATTORNEY Matthew L. Brinton

Signature:_________________________________
Page 7

ATTORNEY-CLIENT PRIVILEGE; ATTORNEY WORK PRODUCT

CONFLICT OF INTEREST WAIVER

Clients have asked The Brinton Firm, P.C., and Matthew L. Brinton to represent them both in connection
with a potential lawsuit. Although the interests of Clients in this matter are generally aligned, it is recognized and
understood that differences may exist or become evident during the course of our representation. Notwithstanding
these possibilities, Clients have determined that it is in their individual and mutual interests to have a single law
firm represent them jointly in connection with this lawsuit.

Accordingly, this confirms agreement of Clients that The Brinton Firm, P.C., may represent them jointly
in connection with the above-described matter. This will also confirm that Clients have each agreed to waive any
conflict of interest arising out of, and each have agreed that they will not object to, our representation of each
other in the matter described herein. It is further understood and agreed that we may freely convey necessary
information provided to us by one client to the other, and that there will be no secrets as between Clients unless
both of you expressly agree to the contrary.

Please understand, while we do not anticipate a situation will arise where there will be a conflict of
interest, in an effort to exercise the utmost caution, we are requesting that each of you sign this waiver
acknowledging the terms of our representation. In addition, should a conflict of interest arise, we will discontinue
our representation of all parties herein identified. If you need to edit the terms of this letter or wish to discuss any
related issues, please contact us at your earliest convenience. However, if you agree that the foregoing accurately
reflects our understanding, please sign and date below where indicated, and return this form to our office. Should
you have any questions, please feel free to give us a call.

Very truly yours,

The Brinton Firm, P.C.

_____________________
Matthew L. Brinton, Esq.

THE UNDERSIGNED HAVE READ, UNDERSTOOD, AND AGREED TO THE FOREGOING

Dated:______________________________ CLIENT Name

Signature:_________________________________

Dated:______________________________ CLIENT Name

Signature:_________________________________
Page 8

ATTORNEY-CLIENT PRIVILEGE; ATTORNEY WORK PRODUCT

MEDIATION DISCLOSURE NOTIFICATION AND ACKNOWLEGEMENT

Almost all cases litigated by our Firm will end up in private mediation at some point during the
litigation process. Many times, a lease or contract between the Plaintiff and the Defendant mandates mediation
prior to filing suit. In other instances, a judge may order the parties to participate in mediation, or the parties’
attorneys may agree to mediation to determine whether a settlement might be reached prior to trial.

To promote communication in mediation, California law generally makes mediation a confidential

process. California’s mediation confidentiality laws are laid out in Sections 703.5 and 1115 to 1129 inclusive of
the Evidence Code. Those laws establish the confidentiality of mediation and limit the disclosure, admissibility,
and a court’s consideration of communications, writings, and conduct in connection with mediation. In general,
those laws mean the following:

All communications, negotiations, or settlement offers in the course of a mediation must remain
confidential.

Statements made and writings prepared in connection with mediation are not admissible or subject to
discovery or compelled disclosure in noncriminal proceedings.

A mediator’s report, opinion, recommendation, or finding about what occurred in a mediation may not
be submitted to or considered by a court or another adjudicative body.

A mediator cannot testify in any subsequent civil proceeding about any communication or conduct
occurring at, or in connection with, a mediation.

That means that all communications between you and your attorney made in preparation for a
mediation, or during a mediation, are confidential and cannot be disclosed or used (except in extremely limited
circumstances, even if you later decide to sue your attorney for malpractice because of something that happens
during the mediation.

We, the undersigned Clients, understand that, unless all participants agree otherwise, no oral or written
communication made during a mediation, or in preparation for a mediation, including subsequent
communications between us and the Firm, can be used as evidence in any noncriminal legal action including an
action against the Firm for malpractice or an ethical violation. This disclosure and signed acknowledgment does
not limit the Firm’s potential liability to you for professional malpractice, or prevent you from reporting any
professional misconduct by the Firm or any of its attorneys to the State Bar of California, or cooperating with
any disciplinary investigation or criminal prosecution of the Firm or any of its attorneys.

THE UNDERSIGNED HAVE READ, UNDERSTOOD, AND AGREED TO THE FOREGOING

Dated:______________________________ CLIENT Name

Signature:_________________________________
Page 9

Dated:______________________________ CLIENT Name

Signature:_________________________________