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HomeMy WebLinkAbout(2) PR 15550: CONSULTING CONTRACT W/ STRASBURGER AND PRICE, LLPCity of Port Arthur Memorandum To: Steve Fitzgibbons, City Man er From: Rebecca Underhill, Assistant an er Date: September 30, 2009 Re: PR 15550 This resolution was tabled at the October 6, 2009 meeting. I recommend that the City Council adopt Proposed Resolution 15550 which approves a consulting letter agreement with Strasburger and Price, LLP, Attorneys at Law to assist the City of Port Arthur related to the City's Other Post Employment Benefit (OPEB), Retiree Health Insurance. As the city moves forward in efforts to address our OPEB (GASB 45) liability, legal issues will arise concerning plan design, changes, and the establishment of a trust fund. Mr. Gary Lawson, of the firm Strasburger and Price, LLP, is a specialist in labor, employment and benefit law. PR 15550 approves a letter agreement with the firm regarding these issues. This agreement will not exceed $20,000 without additional City Council approval. P.R. 15550 jja10/9/09 RESOLUTION NO. A RESOLUTION AUTHORIZING A CONSULTING CONTRACT FOR THE SERVICES OF STRASBURGER AND PRICE, LLP, ATTORNEY'S AT LAW, AS CONSULTANTS RELATED TO THE CITY'S RETIREE HEALTH INSURANCE PLAN BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR: THAT the City Council of the City of Port Arthur hereby authorizes the attached letter agreement with Strasburger and Price, LLP, to assist in the evaluation, and amendment of the retiree health insurance plan; and THAT a copy of said scope of services is attached hereto and made a part hereof as Exhibit "A", in an amount not to exceed $20,000; and, THAT Gary Lawson will sign this resolution agreeing to the terms thereof. THAT a copy of the caption of this resolution be spread upon the Minutes of the City Council. READ, ADOPTED, AND APPROVED, this day of October, 2009 A.D., at a Regular Meeting of the City Council of the City of Port Arthur, Texas by the following vote: AYES: Mayor: Council members: NOES: Mayor ATTEST: Terri Hanks, City Secretary APPROVED AS TO FORM: Mark Sokolow, City ttorney ~,~ ~~~,,,, O~, APPROVED FOR ADMINISTRATION: Stephen Fitzgibbons, City Manager Rebecca Underhill, Assistant City Manager APPROVED AS TO AVAILABILITY OF FUNDS: Deborah Echols, Finance Director AGREED TO: Gary Lawson Strasburger and Price, LLP. Z:\Finance\Resolutions\Strasburger and Price.doc Exhibit A Strasburger • ATTORNEYS AT LAW October 1, 2009 City of Port Arthur Attn: Mr. Steve Fitzgibbons, City Manager P.O. Box 1089 Port Arthur, Texas 77641 RE: Engagement Agreement Dear Mr. Fitzgibbons: Thank you for selecting our firm, Strasburger & Price, L.L.P., for legal representation in connection with certain retiree health care and related matters. This letter outlines the terms of our engagement. If you have any questions about these terms, please call me. Client For purposes of this engagement our client is the City of Port Arthur, Texas (hereinafter referred to as the "City"). All communications (including statements for services) will be addressed to you unless we are instructed to direct communications to some other person(s). Our representation in this matter is limited to the City, and the term "City" does not include, and our representation of the City does not mean that we represent the members, managers, individual trustees, officers, or employees of the City unless separately engaged. Scope of Work Our engagement is limited to providing legal services requested by the City's General Counsel or City Manager or any other City representative as they may designate in writing to include legal services in connection with proposed/pending modifications to your employee health and welfare benefit programs for active and retired employees, which may further include the evaluation, development, design, drafting and obtaining IRS approval on a trust vehicle which may be used to assist the City in the method of funding certain other post-employment benefits. Conflicts of Interest We represent many other government entities, companies, non-profits and individuals. It is possible that during the time that we are representing the City, some of our present or future clients will have disputes or transactions with the City. This letter constitutes the agreement of the City that we may continue to represent or may Strasburger & Price, LLP 901 Main Street, Suite 4400 • Dallas, Texas 75202.3794 214.651.4300 tet 214.651.4330 fax www.strasburger.com ~tustin Collin County Dallas • Houston Son Antonio • New York, N.Y. Washington, D.C. Strasburger fi Price, SC • Mexico City 2888800.1 /SP/ 15556/ 1360/ 100209 City of Port Arthur October 1, 2009 Paae 2 undertake in the future to represent existing or new clients in any matter that is not substantially related to our work for the City even if the interests of such clients in those other matters are directly adverse to the City. We understand, however, that the City has not agreed that we may use confidential information of the City that we have learned during the course of our representation to the disadvantage of the City nor has the City agreed that we may represent another party adverse to the City when there is a reasonable basis for the City to believe its confidential information could be used to the City's disadvantage. Certain Relationships Some of our lawyers have spouses or relatives working at other law firms, and we from time to time represent or may be represented by other lawyers and law firms. Our policy is that, without our client's consent, no firm attorney will be substantially involved in any matter if the spouse of such attorney is personally involved in representing our client's opponent. However, we do not attempt to determine if any attorney of this firm (whether or not involved in representing our client) has a spouse associated with any law firm representing any party with interests adverse to our client's. We do not prohibit our lawyers from representing a client in a matter in which the adversary is represented by a relative other than a spouse. It is possible that parties involved in the City's matter may be represented by an attorney or firm that we have represented or has represented us or that we currently represent or currently represents us. We do not attempt to determine if this situation exists, nor will we advise or seek the consent of the City prior to establishing an attorney-client relationship with a lawyer or law firm in the future. If you have concerns regarding specific lawyers or law firms, please let us know so that we can address those concerns at the outset. In addition, we do not attempt to monitor investments that may be made by any of our partners or employees. If the City has a particular concern, please let us know so that we can attempt to obtain the relevant information or advise the City that it is not feasible so that the City can determine what it wishes to do. Personnel While Gary Lawson and Gus Fields will have the primary responsibility for representing the City, other lawyers in our firm (including younger lawyers or lawyers who work in the pension, government and tax areas of our firm) and legal assistants may be involved when I believe it would be beneficial to the City. 2888800. t /SP/ 1 5 556/ 1 360/ 1 00209 City of Port Arthur October 1, 2009 Page 3 Any views we express about a likely result are only expressions of our estimation, for we do not make representations or guarantees as to the probability of ultimate success or any particular result. Records The City should retain all originals and copies of documents the City desires for future reference. At the conclusion of a matter the City should advise us of which, if any, documents the City wants us to return. We retain most of our file for a certain period of time, but ultimately our file will be destroyed. We do not contact our clients prior to such destruction. If the City wants any documents returned upon conclusion of any matter, the City must request such return, in writing, at that time. In the absence of such a request, we disclaim responsibility for the return of any documents or their preservation for any particular length of time. Disclosure to Third Parties From time to time we use services provided by third parties. These include litigation support, storage, document management, computer systems, information technology services, accounting and financial services, and similar services. We also may use contract lawyers and non-lawyers in certain matters. As a result, these parties may have access to confidential client information. We endeavor to deal only with providers who understand our obligation to maintain the confidences of our clients. Your signature below shall signify the consent of the City to our use of such third parties and the resulting disclosure of potential confidential information. If the City has concerns about this, please contact us so that we may address those concerns. Fees Our fee is generally based on the time spent by each attorney and legal assistant and the hourly rates we establish based upon the level of expertise of each attorney or legal assistant involved. The time for which we charge includes all time spent in representing the interests of the City and will include, for example, telephone and office conferences with the City, counsel for other parties, conferences among our legal and non-legal personnel, research and investigation, and responses to requests for information. Gus Fields and Gary Lawson's current hourly rate for this engagement is $500.00. We bill our time in quarter hour units. Although hourly rates in our firm for other senior lawyers, including other tax as well as trial lawyers are higher, the current hourly rates for those other non-trial tax or transactional lawyers who may work on this engagement range from $ 300.00 to $500.00. Our rates are reviewed periodically. We will not increase these rates without first discussing any proposed change with you and gaining your approval. 2888800.1 /SP/15556/ 1360/ 100209 City of Port Arthur October 1, 2009 Paae 4 Additional Charges Our invoices will reflect charges for items such as long distance telephone charges and facsimile charges, document copying, printing and scanning expenses, messenger and special delivery services, computerized legal and other research systems, travel expenses, and filing and recording fees (including Internal Revenue Service User Fees) and may include charges for extraordinary items (including secretarial overtime) that may be generated by the particular demands of the project involved. Billing Practices and Payment We bill for matters on a monthly, basis. Aggregate expenses in excess of $250 will be billed monthly. Payment of our bills is due upon receipt of our invoice. We may, by notice to the City, but subject to ethical requirements terminate our representation, or cease further work on the City's matter until payment is received. Pre-Bilting of Maior Expenses Certain items, such as IRS User Fees may be pre-billed or we may ask you to write a check directly to the IRS so that funds are available to pay the IRS or other third party vendors on a timely basis. We will consult with the City before incurring such expenses. If the City has a question about our billing procedures or invoices, please ask us. We prefer that questions be raised as soon as possible so that we can address the concerns and be certain the City understands our procedures, our invoices, and our payment requirements. Termination The City may terminate our employment at any time by notifying us. We may withdraw from our representation of the City by notifying the City in writing. In either case, our withdrawal will be accomplished subject to applicable ethical requirements. Upon termination of our representation, the City will be obligated to pay us for all services rendered and expenses incurred through the date of termination. Independent Legal Review We have written this engagement letter on our own behalf. We anticipate that the City will have its General Counsel provide it independent legal advice regarding this engagement letter. 2888800.1 /S P! 15556/ 1360/ 100209 City of Port Arthur October 1, 2009 Paae 5 Attorney Complaint Information Although we intend to maintain the high standard of ethical conduct towards the City and others as set out and enforced by the State Bar of Texas, if for any reason the City believes an attorney in our Firm has violated the written rules of professional conduct for lawyers and has questions prior to filing a grievance, the City may contact the Office of the Chief Disciplinary Counsel of the State Bar of Texas by calling 1-866-224-5999 (toll free) or writing to P. O. Box 12487, Austin, Texas 78711-2487. Please note that by signing the grievance form any attorney-client privilege which would otherwise keep discussions between your attorney and you confidential will be waived. Electronic Mail In the course of our representation, we frequently will communicate with the City and with others by electronic mail. Such communications will not be encrypted. Although interception of such communications by a third party would constitute a violation of federal law, we can offer no assurance that such interception will not occur. We will abide by any instructions the City may give us concerning electronic mail communications; in the absence of such instructions, we will use our own judgment regarding the advisability of using such means of communication. If the City agrees with the foregoing, please sign and return the enclosed copy of this letter. We look forward to representing the City. Very truly yours, Gary 6. awson GBL:It Enclosure THE CITY AGREES TO RETAIN STRASBURGER & PRICE, L.L.P. ON THE FOREGOING TERMS. CITY OF PORT ARTHUR, TEXAS By: Name: Title: Dated: 2888800.1 /SP/15556/1360/100209