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HomeMy WebLinkAboutRES 09-468P.R. 15550 jja10/9/09 RESOLUTION NO. O 9_ ~¢ G ~ 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 B:E IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHiJR: TIHAT the City Council of the City of Port Arthur hereby authorizes the attached letter agreement with Strasburger and Price, LI,P, to assist in the evaluation, and amendment of the retiree health insurance plan; and TIHAT 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; arid, TIHAT Gary Lawson will sign this resolution agreeing to the terms thereof. TIHAT 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 Spe~~~/ Regular Pvteeting of the City Council of the City of ]?ort Arthur, Texas by the following vote: NOE',S: ~~~~•, ATTEST': MAYOR PROTEM ELIZABETH SEGLER _.1.~~ Terrii Hanks, City Secretary APPROVED AS TO FORM: Mark So:kolow, City ttorney ~ ~ ~~~~ APPRC)VED FOR ADMINISTRATION: ~~~~ Stephen Fitzgibbons, City Manager C_._ Rebecca Underhill, Assistant City Manager APPKOVED AS TO AVAILABILITY OF FUNDS, Deborah Echols, Finance Director AGREED TO: _~ ~~ Gary Lawson Strasbixrger and Price, LLP. Z:\Finance\Resolutions\Strasburger and Price.doc Exhibit A DELORIS "BOBB[fi" PIRINCE, MAYOR ELIZABETH "LIiC" SF.GLER, MAYOR PRO-TEM COUNCIL MEMBERS JACK C'FIA'IMAP~, JR. MORRIS ALBRIC;FIT, II1 MARTIN FLOOD JOHN BEARD, JR. ROBERT E. WILILLAMSON D. KAY WISE THOMAS J. HENDERSON CERTIFICATION THE STATE OF TEXAS § COUNTY OF JEFFERSON § STEPHEN FITZG[BBONS CITY MANAGER TERRI HANKS CITY SECRETARY MARK T. SOKOLOW CITY ATTORNEY f, Sherri Bellard, Assistant City Secretary of the City of Port Arthur, Texas, hereby certify that the attached is a full, true, and correct copy of C;ontract for services of Strasburger and Price, LLP per Resolution No. 0~9-468 as the same appears of record in my office in the City Hall at Port Arthur, Texas; and that I am the lawful possessor and custodian of said contract. WITNESS MY HAND AND SEAL of office at my office in Port Arthur, this the 16th day of October, 2009. ~u ~ ~ ~ ~ ~~-cet~t~r ~~ ~~ Sherri Bellard, Assistant City Secretary t ~,~~., ~. ~ ! _ P.O. BOX 1089 PORT ARTHUR, TEXAS 77641-1089 • 409/983-8115 FAX 409/983-8291 ,,S` Stras~-urger ..•,f xrtoaaevs wr uw October 1, 2009 City of Port Arthur Attn: Mr. Steve Fitzgibbons, City Manager P,O. E3ox 1089 Port p-rthur, Texas 77641 RE: Engagement Agreement Dear 11Ar. Fitzgibbons: Thank you for selecting vur 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 terrns, please call me. Clienll 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, offiicers, or employees of the City unless separately engaged. SCODe 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 servicets in connection with proposed/pending modifiications to your employee health and welfare benefit programs for active and retired employeesr 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 irl the method of funding certain other posit-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 dispute:c or transactions with the City. This letter cor~stiitutes the agreement of the City that we may continue to represent or may Strasburger & I'rlce, LtP 901 Maln Street, Sulte 4400 • Dallas, Texas 75202.3794 214.1651.4300 tel 214.651.4330 fax www.strasburger.com ~Awtlin • Colon County • Dallas • Houston • Son Antonio • New York, 'N.Y. • wasAington, D.C. • Strasburger fi Price, SC - Meatco Clty 2888800.1/SPH 5556/1360/100209 City of Port Arthur October 1, 2009 Page 2 undertake in the future to represent existing or new clients in any matter that is not subsl:antially 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 confidentiial 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 parley 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 Relationshius 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 subsl:antially involved in any matter if the spouse of such attorney is personally involved iri 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 exist:, 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 <~ particular concern, please let us know so that ~Ne can attempt to obtain the relevant information or advise the City that it is not feasilble 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. 298 660f 1.1 !S P/ 1555611360! 100209 City a~f Port Arthur October 1, 2009 Paae 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 uNtimate success or any particular result. Records The City should retain all originals and copies of documents the City desires for futures 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 11o 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 litigatiion 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 iinclude, for example, telephone and office conferences with the City, counsel for other parties, conferences among our legal and non-Legal personnel, research and investic~ation, 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 cliscussing any proposed change with your and gaining your approval. 2686600.1lSP/15556/1360/100209 City of Port Arthur October 1, 2009 Paae 4 Additional Charces Our invoices will reflect charges for iitems 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 serretarial overtime) that may be generated Iby the particular demands of the project involved. Billing Practices and Pavment We bill for matters on a monthly, basis.. Aggregate expenses in excess of $250 will bc; billed monthly. Payment of our bills is clue 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-E{illina 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 servi<es rendered and expenses incurred through the date of termination. Inde~~endent Leaal Review We have written this engagement IettE;r on our own behalf. We anticipate that the City will have its General Counsel provide it independent legal advice regarding this engagement letter. 2686800.1 ! S P/ 1 5556/ 1 360/ 1 00 209 City oif Port Arthur October 1, 2009 Page 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 C-ffice 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. PNeas~e note that by signing the grievance form any attorney-client privilege which would otheruvise 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 comrr-unications; in the absence of such insttructions, 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 B. awson GBL:It Encla~sure THE CITY AGREES TO RETAIN STRASBURGER & PRICE, L.L.P. ON THE FORE=GOING TERMS. CITY OF PORT ARTHUR, TEXAS By ~ ---~~~:~- Name: ~ Dated:, ~o ~~ ~ ~O~ ~ ~~ 2889800.1/SP/15558/1360/100209