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R92-17 05-11-92 R~$OLUTION NO.R92-17 A RESOLUTION AUTHORIZING AND APPROVING THAT CERTAIN LEGAL SERVICES ENGAGEMENT LETTER, A FACSIMILE OF WHICH BEING ANNEXED HERETO, DESIGNATED EXHIBIT "A" HEREOF, AND INCORPO- RATED HEREIN FOR ALL PURPOSES, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: THAT that certain Legal Services Engagement Letter, a facsimile of which being annexed hereto, designated Exhibit "A" hereof, and incorporated herein for all purposes, is hereby authorized and approved. THAT the Mayor is hereby authorized to execute, and the City Secretary to attest, the annexed Legal Services Engagement Letter, and counterparts thereof, as an act and deed of the City of Pearland, Texas. PASSED, APPROVEDandADOPTEDthis_~/__dayof_~/~ ___, A. D., 1992. MAYOR ATTEST: APPROVED AS TO FORM: LESTER G. RORICK CITY ATTORNEY EXHIBIT "A" LEGAL SERVICES ENGAGEMENT LETfER April 23, 1992 Mr. Lester Rorick City Attorney City of Pearland, Texas P.O. Box 2068 Pearl and, TX 77588-2068 City of Pcarland RECEIVED P.? R ~~. 1392. CITY. ATTORNEY Dear Mr. Rorick: Please accept this letter as a proposed agreement for professional services between Sewell & Riggs, A Professional Corporation ("S & R"), and the City of Pearland, Texas ("City") regarding the defense of the City and its named public officials in Cause No. 91- 62660, styled Gaston C. Barmore, et aL v. City of Pcarlarui, et al., in the 281st District Court of Harris County, Texas (the "Barmore litigation"). Upon execution, this letter will confirm the engagement of S&R to represent the City as special counsel in the Barmore litigation. S&R will not directly represent the City in any other matter unless our engagement is first requested in writing and confirmed in writing by S&R and S&R shall only be obligated to perform such services upon such written confirmation. I will be principally responsible for the Barmore litigation and will be assisted by Ray V~~ . Method of Determining Fees As a professional courtesy to the City, we have agreed to perform our work for the City on litigation matters on the same basis that we have rendered services to the Texas Municipal League, that is, the City will be charged our customary hourly rate for attorneys and staff whose rates are less than $105 per hour and will be charged the greater of $105 per hour or 85% of our customary billing rate for any attorneys with rates in excess of $105 per hour. The fees will be computed principally on the basis of the time expended, at the hourly rates fixed from time to time for the lawyers, paralegals or law clerks rendering the services. s&R shall also consider in the determination of the fees for our services such factors as the time expended, the unusual value of certain services, the issuance of formal opinions, and the emergency nature of the work performed and the consequent necessity that the work of other clients be deferred or other engagements declined. Periodic billings may be rendered entirely on a time basis with adjustments for other factors reflected in later billings. Hourly rates are subject to increase at the beginning of S&R's fiscal year or otherwise upon its prior notification to City. Mr. Lester Rorick April 23, 1992 Page 2 Schedule of Billing and Payments The City agrees to pay for services rendered and expenses incurred within 30 days after the dates of statements for such fees and expenses. Amounts unpaid after 90 days shall bear interest until paid at the rate of 10%. per annum. It is contemplated that statements will be rendered on a monthly basis in order to avoid undue enlargement of the account, although statements may be rendered less frequently. The statements of S&R are relatively self-expb.n::\tory, in that they describe ge;}erally the \vvrk dOile from time to time and the relevant dates. S & R and the City agree that it is at all times S & R's intent under this agreement to charge the City a reasonable fee for the professional services rendered. While the statements rendered by S & R are intended to be self-explanatory in their description of the work performed, the City has the right to request such additional information it reasonably deems necessary to confirm the reasonableness of S & R's fees. The City and S & R further agree that in the unlikely event they are unable to resolve any dispute that may arise over the reasonableness of a fee, they shall submit any such dispute to binding resolution by the Houston Bar Association Attorneys Fee Dispute Committee. S&R has not required a deposit in connection with this engagement, but reserves the right to request one. Should S&R request a deposit, it will be held in the trust account of S&R and, in its sole discretion, applied to the City's last billing or any unpaid account. Payment of this deposit would not be a substitute for current payment of invoices; the deposit, if required, would merely be security for the payment obligation. If the deposit is required, interest will not be paid thereon. Cash Outlays The City authorizes S&R to retain and agrees to pay the fees or charges of every other person or entity engaged by S&R to perform services related to the Bannore litigation. Such other persons and entities may include, for example, court reporters, appraisers, real estate agents, escrow agents, accountants, investigators, expert witnesses, title examiners and surveyors. The City authorizes S&R, in our discretion, to direct such other persons and companies to render statements for services rendered and expenses advanced either directly to City or to S&R, in which latter event the City agrees promptly to reimburse S&R for the full payment of such statements. The City acknowledges that S&R may incur various expenses in providing services to the City. The City agrees to reimburse S&R for all out-of-pocket expenses paid by S&R, Mr. Lester Rorick April 23, 1992 Page 3 or for special services incurred on behalf of the City or, if the City is billed directly for these expenses, to make prompt, direct payments to the originators of the bills. Such expenses include, but are not limited to, charges for serving and filing papers, courier or messenger services, recording and certifying documents, depositions, transcripts, investigations, witnesses, long-distance communication, copying materials, overtime secretarial and clerical assistance, travel and food expenses, postage, word processing charges and computer research charges. Termination of Representation S&R reserves the right to withdraw from the Barmore litigation at any time with or without cause, including without limitation any time fees or expenses are unpaid for more than 60 days from the date of invoice, or for any other reason permitted under Texas law or by the rules of the courts of the State of Texas, and the City reserves the right to terminate the representation at any time, with or without cause. Notice of termination by either party shall be given in writing to the other party. In the event of such termination, the City agrees to promptly pay S&R for all services rendered by S&R and all other fees, charges and expenses incurred pursuant to this Agreement prior to the date of such termination. Upon termination of the representation for any reason, by either S&R or the City, S&R agrees to cooperate with any successor counsel to accommodate a smooth transition of the representation. Effort and Outcome S&R agrees to use all reasonable care in representing the City in the Barmore litigation. However, the City acknowledges that S&R has given no assurances regarding the outcome of the Barmore litigation. S&R agrees to assert a diligent effort to assure that the City is reasonably informed as to the status of the Barmore litigation and as to the courses of action which are being followed or recommended by S&R. All of S&R's work product will be owned by S&R. S & R agrees to provide the City with periodic written status reports regarding the Barmore litigation. During the course of our representation we will provide you as City Attorney and any other representative you designate with copies of all important pleadings or correspondence that we prepare on behalf of the City and will continue to keep you advised of any new developments. If you prefer that we follow some other reporting format, please let me know and we will be happy to do so. Mr. Lester Rorick April 23, 1992 Page 4 If the foregoing is acceptable to the City, please have a duly-authorized representa- tive of the City execute the enclosed copy of this letter in the space indicated to confirm the employment of S&R and return it to S&R for our files. We appreciate the City's confidence in allowing us to be of service. If you have any questions or if we can be of any additional assistance at this time, please do not hesitate to contact us. We look forward to working with you. Very truly yours, SEWELL & RIGGS A Professional Corporation By: !~Vl cA~ Barry Abr~ AGREED TO AND APPROVED: CITY OF PEARLAND, TEXAS By: &~~~~ Name: c. V. 0 PINGER Title: MAYOR Date: MAY 11. 1992 cn~~ @<< (p@@<<II@(fl)@J P. O. Box 2068 . Pearlond. Texas 77588-2068 . 485-2411 May 13, 1992 Mr. Barry Abrams Sewell & Riggs 333 Clay Avenue, Suite 800 Houston, Texas 77002-4086 Dear Mr. Abrams: The City Council in a regularly scheduled meeting held on May 11, 1992, passed Resolution No. R92-17 which authorized a legal services engagement letter between your firm and the City. A certified copy of Resolution No. R92-17 is enclosed as well as an original executed engagement letter. We look forward to our business association. Sincerely yours, -@C)~ City Secretary Enclosure cc: Lester Rorick City Attorney o _on~P_ ~"~~ @<< (p@@<<II@(fl)@J P. O. Box 2068 . Peor1and. Texas 77588-2068 . 485-2411 CERTIFICATION THE STATE OF TEXAS I COUNTIES OF BRAZORIA & HARRIS CITY OF PEARLAND I, Pat Jones, the duly appointed, qualified and acting City Secretary of the City of Pearland, Texas hereby certify that the attached constitutes a true and correct copy of Resolution No. G(f.2-17 duly passed and approved by the City Council at a regular meeting held on the _~L___ day of /7;~ ' A. D., 19 9:u To certify which, witness my hand and seal of the City of Pearland, Texas, this /3 day of ~7 , A. D., 199~, at Pearland, Texas. ~~ pa Jones City Secre ry City of Pearland, Texas (SEAL) o Prinlod on Roqdod "-