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billing file for the Litigation shall be opened by the City's Special Counsel and the City <br />Attorney's Office; (ii) the time shall be billed by the City's Special Counsel and the City <br />Attorney's Office in 0.1 hour increments; (iii) the City's Special Counsel and City <br />Attorney's Office Legal Fees and Costs shall be invoiced not more than once per month in <br />summary format — with any such summary being redacted or revised to preserve privilege <br />and any confidential information; and, (iv) the City's Special Counsel's hourly billing rates <br />shall be submitted to Real Party prior to retention by the City for approval and such <br />approval will not be unreasonably withheld. Real Party will advise City regarding approval <br />of rates within forty-eight (48) hours of request for approval. <br />d) Real Party shall have thirty (30) calendar days from the date of an invoice <br />for Legal Fees and Costs billed by Special Legal Counsel and/or the City Attorney's Office <br />to review the invoice prior to payment of the invoice for Legal Fees and Costs out of the <br />Deposit set forth in subsection (e) below. In the event that Real Party has a dispute about <br />an invoice, Real Party will contact City's Director of the Building and Planning Agency in <br />writing and outline Real Party's dispute. City will have thirty (30) calendar days to respond <br />in writing. In the event of a dispute regarding the any Legal Fees and Costs invoiced, those <br />invoices are not due and payable until thirty (30) calendar days after the dispute is resolved. <br />e) Real Party shall deposit $75,000.00 ("Deposit") with the City for all Legal <br />Fees and Costs that the City may incur in the Litigation. The City shall pay all invoices it <br />receives from the City's Special Counsel using funds from the Deposit until the Deposit is <br />fully expended. City staff will monitor the spending against the Deposit and will notify <br />Real Party when 75 percent of the fund is depleted. When Real Party is provided notice <br />by City staff that the Deposit is depleted, Real Party in Interest will immediately replenish <br />the $75,000 Deposit. <br />f) Any portion of the Deposit not spent upon completion of the Litigation will <br />be fully refunded to Real Party within 60 days after completion of the Litigation. <br />g) In the event Real Party disputes any item on any invoice, Real Party shall <br />notify City of such dispute, in writing, and with specificity, within ten (10) calendar days <br />following Real Party's receipt of such invoice. In the event of such dispute, the City and <br />Real Party shall exercise good faith efforts to resolve the dispute. <br />14. Acknowledgment of Independent Representation. Each Party understands and <br />acknowledges that it is represented only by its own attorneys in the Litigation, and that nothing in <br />this Agreement creates an attorney -client relationship between such Party and the attorney for any <br />other Party. While attorneys representing a Party have a duty to preserve the confidentiality of <br />Privileged Information disclosed to them pursuant to this Agreement, such attorneys will not be <br />acting for anyone other than their respective client or clients in doing so. The attorneys <br />representing a Party owe duties, including the duties of care and loyalty, only to their respective <br />client or clients, and nothing in this Agreement creates any duties between a Party and counsel for <br />any other Party. <br />15, Entire Agreement; Amendments. This Agreement represents the entire agreement <br />of the Parties in connection with the subject matter hereof and may be modified only in writing <br />agreed to by all Parties. <br />Page 7 of II <br />