BCRUA_R-19-01-23-6A RESOLUTION NO. R-19-01-23-6A
WHEREAS, the Brushy Creek Regional Utility Authority, Inc. (BCRUA) desires to retain
legal services to assist with the permitting required by the U.S. Army Corps of Engineers for the Phase
2 Deep Water Intake Project; and
WHEREAS, the firm of Lloyd Gosselink Rochelle & Townsend, P.C. has submitted an
engagement letter to provide said services; and
WHEREAS, the BCRUA wishes to enter into an engagement letter with Lloyd Gosselink
Rochelle&Townsend, P.C., Now Therefore
BE IT RESOLVED BY THE BRUSHY CREEK REGIONAL UTILITY AUTHORITY,
That the Board President is hereby authorized and directed to execute on behalf of the BCRUA
an engagement letter with Lloyd Gosselink Rochelle&Townsend, P.C., a copy of same being attached
hereto as Exhibit"A"and incorporated herein for all purposes.
The Board hereby finds and declares that written notice of the date, hour, place and subject of
the meeting at which this Resolution was adopted was posted and that such meeting was open to the
public as required by law at all times during which this Resolution and the subject matter hereof were
discussed, considered and formally acted upon, ail as required by the Open Meetings Act, Chapter 551,
Texas Government Code, as amended.
RESOLVED this 23rd day of January 2019.
ANDREA NAVARRETTE, President
Brushy Creek Regional Utility Authority
ATTEST:
REN FLORES, Sec
033D.4634•A;00461541
LloydfilECIEVVE q 7
816 Congress Avenue,Suite 1900
JAN 1 I o9 Austin.Texas 78701
Gosselink ^ " __ - Telephone(5 12)322-5800 —
f�Q Facsomik: (51 Z)A72-0532
A T T O R N E Y S AT L A 1V !: - - - wywvlgWyvfrm.cgm
Ms.Thomian's Dirw Line:(512)322-SR76
sthumlon 021 lglnwrirm.cam
January 9,2414
Ms. Andrea Navarrette
Board President
Brushy Creek Regional Utility Authority
221 E. Main St.
Round Rock,Texas 78664
Re: USACE Intake Permitting;
Billing File Number: 4053-0
Dear Andrea:
We want to express our appreciation for the opportunity you have given our Finn to work
with you. As part of our routine in opening new files, and in part to comply with the provisions
of Texas Local Government Code Chapter 176,we provide clients with an engagement letter. The
purpose of this letter is to set forth our understanding of the legal services to be performed by us
for this engagement and the basis upon which we will be paid for those services. This letter
confirms that Lloyd Gosselink Rochelle & Townsend, P.C. ("Lloyd Gosselink") will represent
Brushy Creek Regional Utility Authority with respect to assisting with the U.S. Army Corps of
Engineers' permitting for the Authority's Lake Travis deep water intake (the "Matter"). Our
acceptance of this representation (the"Representation")becomes effective upon our receipt of an
executed copy of this agreement.
Terms of Engagement
This letter sets out the terms of our engagement in the Representation. Certain of those
terms are included in the body of this letter, and additional terms are contained in the attached
document, entitled Additional Terms of Engagement, dated October 2, 2018. That document is
expressly incorporated into this letter,and it should be read carefully. The execution and return of
the enclosed copy of this letter constitutes an agreement to all the terms set forth in this letter and
in the attached Addilional Terms of Engagement.
It is understood and agreed that our engagement is limited to the Representation,and our
acceptance of this engagement does not imply any undertaking to provide legal services other than
those set forth in this letter.
Personnel Who Will Be Working on the Matter
I will be the attorney in charge of the Representation, and I will be working on the Matter.
You may call, write, or e-mail me whenever you have any questions about the Representation.
9�� 79
EXH�B, I [ A
Lloyd Gosselink Rochelle & Townsend, P.C.
January 9,2019
Page 2
Other firm personnel,including firm lawyers and paralegals,will participate in the Representation
if, in our judgment, their participation is necessary or appropriate.
Legal Fees and Other Charges
Our fees in the Matter will be based on the time spent by firm personnel, primarily firm
lawyers or paralegals, who participate in the Representation. We will charge for all time spent by
such personnel in the Representation in increments of tenths of an hour. We charge for time spent
in activities including but not limited to the following: telephone and office conferences with
clients, representatives of clients,opposing counsel, and others;conferences among our attorneys
and paralegals; factual investigation, if needed; legal research; file management; responding to
requests from you that we provide information to you or your auditors; drafting letters and other
documents; and travel, if needed.
Legal fees and costs are difficult to estimate. Accordingly,we have made no commitment
concerning the fees and charges that will be necessary to resolve or complete the Representation,
although we will make every effort to manage fees and costs by working efficiently and cost-
effectively.
My time is billed at the rate of$325.00 per hour. Other lawyers, paralegals and other
personnel may be assigned as necessary to achieve proper staffing. We utilize briefing clerks,
paralegals, file clerks and other support personnel to perform those tasks not requiring the time of
any attorney. Their time is billed at an amount determined by the experience of the individual.
The foregoing rates may be adjusted annually and,if so,will be noted on your bill. We will submit
all out-of-pocket expenses incurred for reimbursement. Usually we ask the client to pay directly
all filing fees, charges for consultants, etc. due to the size of such fees. We endeavor to have a
statement of services rendered and expenses incurred by the 15th of the following month. Full
payment is due on receipt of the statement.
Conflicts of Interest
Before accepting the Representation,we have undertaken reasonable and customary efforts
to determine whether there are any potential conflicts of interest that would bar our firm from
representing you in the Matter. Additionally, in order that we comply with the requirements of
Chapter 176 of the Texas Local Government Code, we have performed an internal conflicts of
interest inquiry. Based on the information obtained from this inquiry, we will file a completed
conflict of interest questionnaire with the individual deemed as the records administrator for your
entity. Based on the information available to us,we are not aware of any potential disqualification.
We reviewed that issue in accordance with the rules of professional responsibility adopted in
Texas.
Document Retention
We may choose to keep records pertaining to this Matter in partially or exclusively
electronic format, and we will bear ordinary costs relating to the treatmcnt and storage of such
records as part of the cost of providing legal services to you. Upon completion of our work on this
January 9, 2419
Page 3
Matter,your file, in the form in which it was maintained,will be made available for transfer to you
at our office. As a general rule, we keep client files for five years. If your file has not previously
been returned to you before the end of the retention period, our document retention policy directs
us to offer the file to you at that time. Original documents(e.g.,permits, licenses,deeds,wills and
the like),or material that has unique or significant value in the form we originally acquired it, will
be returned to you in that original form. We may, however, require you to pay any delivery or
shipping expenses associated with delivering your client file and other client property to you at a
location other than our office. If you do not indicate a desire to have the file returned to you, the
file(both electronic and written)will be destroyed.
Conclusion
This letter and the attached Additional Terms of Engagement constitute the entire terms of
the engagement of Lloyd Gosselink Rochelle & Townsend, P.C. in the Representation. These
written terms of engagement are not subject to any oral agreements or understandings, and they
can be modified only by further written agreement signed both by you and Lloyd Gosselink
Rochelle&Townsend, P.C. Unless expressly stated in these terms of engagement, no obligation
or undertaking shall be implied on the part of either you or Lloyd Gosselink Rochelle&Townsend,
P.C.
Please carefully review this document, which includes this letter and the attached
Additional Terms of Engagement. If there are any questions about these terms of engagement, or
if these terms are inaccurate in any way,please let me know immediately. If acceptable,we would
appreciate you signing and returning the enclosed duplicate original of this document.
Sincerely,
Sara R.Thornton
SRT/gib
Attachment
Andrea Navarrette, Board President, on behalf of Brushy
Creek Regional Utility Authority
Date
Additional Terms of Engagement
This supplement to our engagement letter sets out additional terms of our agreement to provide the
representation described in our engagement. Because these additional terms of engagement are a part of our
agreement to provide legal services,you should review thein carefully and should promptly communicate to us any
questions concerning this document. We suggest that you retain this statement of additional terms along with our
engagement letter and any related documents.
The Scope of the Representation
As lawyers, we undertake to provide representation and advice on the legal matters for which we are
engaged. It is important for our clients to have a clear understanding of the legal services that-4vc have agreed to
provide.Thus,if there are any questions about the scope of the Representation that we are to provide in the Matter,
please raise those questions promptly,so that we may resolve them at the outset of the Representation.
Any expressions on our part concerning the outcome of the Representation,or any other legal matters,are
based on our professional judgment and are not guarantees.Such expressions,even when described as opinions,are
necessarily limited by nur knowledge of the facts and are based on our views of the state of the law at the time they
are expressed.
Upon accepting this engagement on your behalf,Lloyd Gosselink Rochelle R Townsend,P.C.agrees to do
the following:(I)provide legal counsel in accordant with these terms of engagement and the related engagement
letter,and in reliance upon information and guidance provided by you;and(2)keep you reasonably informed about
the status and progress of the Representation.
To enable us to provide effective representation,you agree to do the following:(1)disclose to us, fully and
accurately and on a timely basis,all facts and documents that are or might be material or that we may request,(2)
keep us apprised on a timely basis of all developments relating to the Representation that are or might be material,
(3)attend meetings,conferences,and other proceedings-,Then it is reasonable to do so,and(d)otherwise cooperate
fully with us.
Our firm has been engaged to provide legal services in connection with the Representation in the Matter,as
specifically defined in our engagement letter. Ager completion of the Representation in the Matter, changes may
occur in the applicable laws or regulations that could affect your future rights and liabilities in regard to the Matter.
Unless the are actually engaged after the completion of the Representation to provide additional advice on such
issues,the firm has no continuing obligation to give advice with respect to any future legal developments that may
pertain to the Matter.
It is our policy and your agreement that the person or entity that we represent is the one identified in our
engagement letter,and that our attorney-client relationship dots not include any related persons,employees of the
client,or related entities.
Who Will Provide the Legal Services
As our engagement letter confirms,Lic)d Gosselink Rochelle&Townsend,P.C.will represent)ou in the
Matter.Lloyd Gosselink Rochelle&Townsend,P.C.is a Texas professional corporation.
Although our firm will be providing legal services,each client of the firm customarily has a relationship
principally with one attorney, or perhaps a few attorneys. At the same time, however, the work required in the
Representation,or parts of it, may be performed by other firm personnel, including lawyers and paralegals.Such
delegation may be for the purpose of involving other firm personnel with experience in a given area or for the
purpose of providing services on an efficient and timely basis.
Page I
,t ugust 17.2(113
Communication and Confiidentiatity
In keeping with technological advancements and the corresponding demands orclicnis,it is the practice of
the firm to use electronic(email)correspondence from time to time to communicate and to transmit documents.As
such,the possibility exists that electronic transmissions could be intercepted or otherwise received by third parties
and lose their privileged nature if the method of communication is ruled to lack sufficient confidentiality.As with
any correspondence regarding legal representation, regardless of the manner of transmission, we urge you to use
caution in its dissemination in order to protect its confidentiality. By signing below, you agree that we may use
email in the scope of the Representation.
We recognize our obligation to preserve the confidentiality of attorney-client communications as well as
the client confidences, as required by the governing rules of professional responsibility. If the Matter involves
transactions, litigation or administrative proceedings or like proceedings in which our firm appears as counsel of
record for you in publicly available records,we reserve the right to inform others of the fact of our representation of
you in the Matter and(if likewise rcilected or record in publicly available records)the results obtained unless you
specifically direct otherwise.
Periodically,the firm is asked to provide a Representadvc Client List to prospective clients and in various
legal directories(e.g.,Martindale-Hubbell and the Texas Legal Directory).Unless you advise us to the contrary,we
may disclose to third parties the fact that our firm represents you.Lloyd Gosselink is not requesting authorization to
disclose any privileged information obtained during its representation.
Disclaimer
Lloyd Gosselink Rochelle & Townsend, P.C. has made no promises or guarantees to you about the
outcome of the Representation of the Matter, and nothing in our engagement letter or these terms of engagement
shall be construed as such a promise or guarantee.
Termination
At any time, you may, with or without cause, terminate the Representation by notifying us in writing of
your intention to do so. Any such termination of services will not affect the obligation to pay for legal services
rendered and expenses and charges incurred before termination,as well as additional services and charges incurred
in connection with an orderly transition of the Matter.
We are subject to the codes or rules ofprofessional responsibility for the jurisdictions in which we practice.
There are several types of conduct or circumstances that could result in our withdrawing from representing a client,
including, far example, the following: non-payment of fees or charges; misrepresentation or failure to disclose
material facts; fraudulent or criminal conduct; action contrary to our advice; and conflict of interest with another
client.We try to identify in advance and discuss with our clients any situation that may lead to our withdrawal.
A failure by you to meet any obligations under these terms of engagement shall entitle Lloyd Gosselink
Rochelle & Townsend, P.C. to terminate the Representation. In that event, you will take all steps necessary to
relL-ase Lloyd Gosselink Rochelle&Townsend,P.C.of any further obligations in the Representation or the Matter,
including without limitation the execution of any documents necessary to effectuate our withdrawal from the
Representation or the Matter. The right of Lloyd Gosselink Rochelle & Townsend, P.C. to withdraw in such
circumstances is in addition to any rights created by statute or recognized by the governing riles of professional
conduct.
Our engagement letter specifically explains our fees for services in the Matter. We will bill on a regular
basis,normally each month,for fees and expenses and charges.It is agreed that you will make full payment within
thirty(30)days of receiving our statement. We may give notice Iran account becomes delinquent,and it is further
agreed that any delinquent account must be paid upon the giving of such notice. If the delinquency continues and
Page 2
August 17.2013
you do not arrange satisfactory payment terms, we may withdraw from the Representation. However, any
termination by either party may be subject to,or controlled by,orders of a court.
Document Retention
Upon completion of our work on this matter, it is our firm's policy that your original documents (e.g.,
permits,licenses,deeds,wills,etc.)and other client property be returned within a reasonable period of time.As to
any documents so returned, we may elect to keep a copy of the documents in our stored files. Our own files,
including latrycr work product pertaining to the matter,will be retained by the firm.These firm riles include firm
administrative records,time and expense reports,billing and accounting records,and Intemal work product.Internal
work product includes dratis,notes,internal communications(in both paper and electronic mediums),and legal and
factual research prepared for the internal use of aur fun's lawyers. All documents retained by the farm will be
transferred to the person responsible far administering our records retention program.For various reasons,including
the minimization of unnecessary storage expenses,we reserve the right to destroy or otherwise dispose of any such
documents or other materials retained by us after the completion of our work without additional notice.
Charges for Expenses and Services
Our invoices will include amounts for legal services rendered and fur other expenses and services.
Examples of other expenses and services include charges for photocopying, travel and conference expenses,
messenger deliveries, computerized research,and other electronic transmissions or filings. In addition, we reserve
the right to send to you for direct payment any invoices delivered to us by others,including experts and any vendors.
Rates for our legal services,expenses and charges are subject Io change from time to time and will be noted
on your bill.In some situations,we can arrange for such services and expenses to be provided by third parties billed
through our billings or by direct billing to the client.
Standards of Professionalism and Attorney Complaint Information
Pursuant to rules promulgated by the Texas Supreme Court and the State Dar of Texas,we are to advise our
clients to the contents of the Texas Latvyces Creed,a copy of%%hick is attached.in addition,we are to advise clients
that the Slate Dar of Texas investigates and prosecutes complaints of professional misconduct against attomcys
licensed in Texas. A brochure entitled Attorney Complaint Injormatlon is available in our office in Austin and is
likewise available upon request.A client that has any questions about the State Dar's disciplinary process should call
the Office of the General Counsel of the State Bar of Texas at 1-800-933.1900 toll free.
Additinn2i Tams oft?ngagcment 17 doe
Page 3
.tugurt?7,2013
THE TEXAS LAWYER'S CREED
A Mandate for Professionalism
Promulgated by The Supreme Court of Texas and the Court of Criminal Appeals November 7,1909
1 am a lawyer,I am entrusted by the People of Texas to preserve and improve our legal system. I am
licensed by the Supreme Court of Texas. I must therefore abide by the Texas Disciplinary Rules of
Professional Conduct,but I know that Professionalism requires more than merely avoiding the violation of
laws and rules. I am committed to this Creed for no other reason than it is right.
I.OUR LEGAL SYSTEM
A lawyer owes to the administration of justice personal dignity, integrity,and independence.A lawyer
should always adhere to the highest principles of professionalism.
1. I am passionately proud of my profession.Therefore,"My word is my bond."
2. 1 am responsible to assure that all persons have access to competent representation
regardless of wealth or position in life.
3. 1 commit myself to an adequate and effective pro bono program.
d. 1 am obligated to educate my clients, the public,and other lawyers regarding the spirit and
letter of this Creed.
S. I will always be conscious of my duty to the judicial system.
II.LAWYER TO CLIENT
A lawyer owes to a client allegiance,learning,skill,and Industry.A lawyer shall employ all appropriate
means to protect and advance the client's legitimate rights,claims,and objectives.A lawyer shall not be
deterred by any real or imagined fear of judicial disfavor or public unpopularity,nor be influenced by mere
self-interest.
1. I will advise my client of the contents of this Creed when undertaking representation.
2. 1 will endeavor to achieve my client's lawful objectives in legal transactions and in litigation
as quickly and economically as possible.
3. 1 will be loyal and committed to my client's lawful objectives,but I will not permit that loyally
and commitment to interfere with my duty to provide objective and independent advice.
d. 1 will advise my client that civility and courtesy are expected and are not a sign of
weakness.
S. I will advise my client or proper and expected behavior.
6. 1 will treat adverse parties and witnesses with fairness and due consideration.A client has
no right to demand that I abuse anyone or Indulge In any offensive conduct.
7. t will advise my client that we will not pursue conduct which is Intended primarily to harass
or drain the financial resources of the opposing party.
8. 1 will advise my client that we will not pursue tactics which are intended primarily for delay._
9. 1 will advise my client that we will not pursue any course of action which is without merit.
10. f will advise my client that I reserve the right to determine whether to grant
accommodations 10 opposing counsel in all matters that do not adversely affect my client's
lawful objectives.A client has no right to instruct me to refuse reasonable requests made
by other counsel.
11. 1 will advise my client regarding the availability of mediation, arbitration,and other
altemative methods of resolving and settling disputes.
III.LAWYER TO LAWYER
A lawyer owes to opposing counsel,In the conduct of legal transactions and the pursuit of litigation,
courtesy, candor,cooperation,and scrupulous observance of all agreements and mutual understandings_
III feelings between clients shall not Influence a lawyer's conduct, attitude,or demeanor toward opposing
counsel.A lawyer shall not engage in unprofessional conduct In retaliation against other unprofessional
conduct.
1. I will be courteous,civil, and prompt in oral and written communications.
2. 1 will not quarrel over matters of form or style, but l will concentrate on matters of
substance.
3. 1 will identify for other counsel or parties all changes I have made in documents submitted
for review.
4. 1 will attempt to prepare documents which correctly reflect the agreement of the parties. I
will not Include provisions which have not been agreed upon or omit provisions which are
necessary to reflect the agreement of the parties.
5. I will notify opposing counsel,and,if appropriate,the Court or other persons,as soon as
practicable,when hearings,depositions,meetings,conferences or closings are cancelled.
6, 1 will agree to reasonable requests for extensions of time and for waiver of procedural
formalities,provided legitimate objectives of my client will not be adversely affected.
7. 1 will not serve motions or pleadings in any manner that unfairly limits another party's
opportunity to respond.
B. I will attempt to resolve by agreement my objections to matters contained in pleadings and
discovery requests and responses.
9. 1 can disagree without being disagreeable. I recognize that effective representation does
not require antagonistic or obnoxious behavlor.I will neither encourage nor knowingly
permit my client or anyone under my control to do anything which would be unethical or
improper if done by me.
10. 1 w111 not,without good cause,attribute bad motives or unethical conduct to opposing
counsel nor bring the profession into disrepute by unfounded accusations of impropriety. f
will avoid disparaging personal remarks or acrimony towards opposing counsel, parties and
witnesses.I will not be influenced by any ill feeling between clients. I will abstain from any
allusion to personal peculiarities or idiosyncrasies of opposing counsel.
11. 1 will not take advantage,by causing any default or dismissal to be rendered,when i know
the identity of an opposing counsel,without first inquiring about that counsel's intention to
proceed.
12. 1 will promptly submit orders to the Court, I will deliver copies to opposing counsel before or
contemporaneously with submission to the court. I will promptly approve the form of orders
which accurately reflect the substance of the rulings of the Court.
13. 1 will not attempt to gain an unfair advantage by sending the Court or its staff
correspondence or copies of correspondence.
14. 1 will not arbitrarily schedule a deposition,Court appearance,or hearing until a good faith
effort has been made to schedule it by agreement.
15. 1 will readily stipulate to undisputed facts in order to avoid needless costs or inconvenience
for any party.
16.1 will retrain from excessive and abusive discovery.
17.t will comply with all reasonable discovery requests. I will not resist discovery requests
which are not objectionable.I will not make objections nor give instructions to a witness for
the purpose of delaying or obstructing the discovery process.I will encourage witnesses to
respond to all deposition questions which are reasonably understandable. I will neither
encourage nor permit my witness to quibble about words where their meaning is
reasonably clear.
18. I will not seek Court intervention to obtain discovery which Is clearly improper and not
discoverable.
19. 1 will not seek sanctions or disqualification unless it Is necessary for protection of my client's
lawful objectives or is fully justified by the circumstances.
IV. LAWYER AND JUDGE
Lawyers and judges owe each other respect,diligence,candor,punctuality,and protection against unjust
and improper criticism and attack.lawyers and judges are equally responsible to protect the dignity and
independence of the Court and the profession.
1. 1 will always recognize that the position of judge is the symbol of both the judicial system
and administration of justice.I will refrain from conduct that degrades this symbol.
2. 1 will conduct myself in court in a professional manner and demonstrate my respect for the
Court and the law.
3. 1 will treat counsel,opposing parties,witnesses,the Court,and members of the Court staff
with courtesy and civility and will not manifest by words or conduct bias or prejudice based
on race,color,national origin,religion,disability,age,sex,or sexual orientation.
4. 1 will be punctual.
5. 1 will not engage in any conduct which offends the dignity and decorum of proceedings.
6. 1 will not knowingly misrepresent,mischaracterize,misquote or miscite facts or authorities
to gain an advantage.
7. 1 will respect the rulings of the Court.
8. 1 will give the issues in controversy deliberate,Impartial and studied analysis and
consideration.
9. 1 will be considerate of the lime constraints and pressures imposed upon the Court.Court
staff and counsel in efforts to administer justice and resolve disputes.
Order of the Supreme Court of Texas and the Court of Criminal Appeals
The conduct of a lawyer should be characterized at all times by honesty,candor,and fairness. In fulfilling
his or her primary duty to a client,a lawyer must be ever mindful of the profession's broader duty to the
legal system.
The Supreme Court of Texas and the Court of Criminal Appeals are committed to eliminating a practice in
our State by a minority of lawyers of abusive tactics which have surfaced In many parts of our country.We
believe such tactics are a disservice to our citizens,harmful to clients,and demeaning to our profession.
The abusive tactics range from lack of civility to outright hostility and obstructionism. Such behavior does
not serve justice but tends to delay and often deny justice.The lawyers who use abusive tactics,instead of
being part of the solution,have become part of the problem.
The desire for respect and confidence by lawyers from the public should provide the members of our
profession with the necessary incentive to attain the highest degree of ethical and professional conduct_
These rules are primarily aspirational.Compliance with the rules depends primarily upon understanding
and voluntary compliance,secondarily upon reenforcement by peer pressure and public opinion,and
Finally when necessary by enforcement by the courts through their inherent powers and rules already in
existence.
These standards are not a set of rules that lawyers can use and abuse to incite ancillary litigation or
arguments over whether or not they have been observed.
We must always be mindful that the practice of law Is a profession.As members of a learned art we pursue
a common calling in the spirit of public service.We have a proud tradition.Throughout the history of our
nation,the members of our citizenry have looked to the ranks of our profession for leadership and
guidance.Let us now as a profession each rededicate ourselves to practice law so we can restore public
confidence in our profession,faithfully serve our clients,and fulfill our responsibility to the legal system.
The Supreme Court of Texas and the Court of Criminal Appeals hereby promulgate and adopt"The Texas
Lawyer's Creed--A Mandate for Professionalism"described above.
In Chambers, this 71h day of November, 1989.
The Supreme Court of Texas
Thomas R.Phillips,Chief Justice
Franklin S.Spears,Justice
C.L.Ray,Justice
Raul A.Gonzalez,Justice
Oscar H. Mauzy,Justice
Eugene A.Cook,Justice
Jack Hightower,Justice
Nathan L.Hecht,Justice
Lloyd A. Doggett,Justice
The Court of Criminal Appeals
Michael J. McCormick,Presiding Judge
W.C. Davis,Judge
Sam Houston Clinton,Judge
Marvin Q.Teague,Judge
Chuck Miller,Judge
Charles F.(Chuck)Campbell,Judge
Bill White,Judge
M.P.Duncan,III,Judge
David A. Bercheimann,Jr.,Judge
Llo d _ ' �
Y 816 Congress Avenue,Suite 1900
IAN 1 1 2011 Austin,Texas 78701
_ y A_ — _ - -Telephone:(512)322-5800
Gosselink
F, � Facsimile: (512)472-0532
auw A T "r O R ,N' E Y S A'r I. A %V www.lglawiirm.com
Ms.Thornton's Direct Line_( 512)322-5876
sthornton@lglawrlffn.com
Iglawfirm.com
January 9, 2019
Ms. Andrea Navarrette
Board President
Brushy Creek Regional Utility Authority
221 E. Main St.
Round Rock,Texas 78664
Re: USACE intake Permitting;
Billing File Number: 4053-0
Dear Andrea:
We want to express our appreciation for the opportunity you have given our firm to work
with you. As part of our routine in opening new files, and in part to comply with the provisions
of Texas Local Government Code Chapter 176,we provide clients with an engagement letter. The
purpose of this letter is to set forth our understanding of the legal services to be performed by us
for this engagement and the basis upon which we will be paid for those services. This letter
confirms that Lloyd Gosselink Rochelle & Townsend, P.C. ("Lloyd Gosselink") will represent
Brushy Creek Regional Utility Authority with respect to assisting with the U.S. Army Corps of
Engineers' permitting for the Authority's Lake Travis deep water intake (the "Matter"). Our
acceptance of this representation (the "Representation") becomes effective upon our receipt of an
executed copy of this agreement.
Terms of Engagement
This letter sets out the terms of our engagement in the Representation. Certain of those
terms are included in the body of this letter, and additional terms are contained in the attached
document, entitled Additional Ternis of Engagement, dated October 2, 2018. That document is
expressly incorporated into this letter,and it should be read carefully. The execution and return of
the enclosed copy of this letter constitutes an agreement to all the terms set forth in this letter and
in the attached Additional Ternis of Engagement.
It is understood and agreed that our engagement is limited to the Representation, and our
acceptance of this engagement does not imply any undertaking to provide legal services other than
those set forth in this letter.
Personnel Who Will Be Working on the Matter
I will be the attorney in charge of the Representation, and I will be working on the Matter.
You may call, write, or e-mail me whenever you have any questions about the Representation.
Lloyd Gosselink Rochelle & Townsend, P.C.
January 9, 2019
Page 2
Other firm personnel, including firm lawyers and paralegals,will participate in the Representation
if, in our judgment, their participation is necessary or appropriate.
Legal Fees and Other Charges
Our fees in the Matter will be based on the time spent by firm personnel, primarily firm
lawyers or paralegals, who participate in the Representation. We will charge for all time spent by
such personnel in the Representation in increments of tenths of an hour. We charge for time spent
in activities including but not limited to the following: telephone and office conferences with
clients, representatives of clients, opposing counsel, and others; conferences among our attorneys
and paralegals; factual investigation, if needed; legal research; file management; responding to
requests from you that we provide information to you or your auditors; drafting letters and other
documents; and travel, if needed.
Legal fees and costs are difficult to estimate. Accordingly, we have made no commitment
concerning the fees and charges that will be necessary to resolve or complete the Representation,
although we will make every effort to manage fees and costs by working efficiently and cost-
effectively.
My time is billed at the rate of$325.00 per hour. Other lawyers, paralegals and other
personnel may be assigned as necessary to achieve proper staffing. We utilize briefing clerks,
paralegals, file clerks and other support personnel to perform those tasks not requiring the time of
any attorney. Their time is billed at an amount determined by the experience of the individual.
The foregoing rates may be adjusted annually and, if so,will be noted on your bill. We will submit
all out-of-pocket expenses incurred for reimbursement. Usually we ask the client to pay directly
all filing fees, charges for consultants, etc. due to the size of such fees. We endeavor to have a
statement of services rendered and expenses incurred by the 15th of the following month. Full
payment is due on receipt of the statement.
Conflicts of Interest
Before accepting the Representation,we have undertaken reasonable and customary efforts
to determine whether there are any potential conflicts of interest that would bar our firm from
representing you in the Matter. Additionally, in order that we comply with the requirements of
Chapter 176 of the Texas Local Government Code, we have performed an internal conflicts of
interest inquiry. Based on the information obtained from this inquiry, we will file a completed
conflict of interest questionnaire with the individual deemed as the records administrator for your
entity. Based on the information available to us,we are not aware of any potential disqualification.
We reviewed that issue in accordance with the rules of professional responsibility adopted in
Texas.
Document Retention
We may choose to keep records pertaining to this Matter in partially or exclusively
electronic format, and we will bear ordinary costs relating to the treatment and storage of such
records as part of the cost of providing legal services to you. Upon completion of our work on this
January 9, 2019
Page 3
Matter,your file, in the form in which it was maintained, will be made available for transfer to you
at our office. As a general rule, we keep client files for five years. If your file has not previously
been returned to you before the end of the retention period, our document retention policy directs
us to offer the file to you at that time. Original documents(e.g., permits, licenses, deeds, wills and
the like), or material that has unique or significant value in the form we originally acquired it, will
be returned to you in that original form. We may, however, require you to pay any delivery or
shipping expenses associated with delivering your client file and other client property to you at a
location other than our office. if you do not indicate a desire to have the file returned to you, the
file (both electronic and written) will be destroyed.
Conclusion
This letter and the attached Additional Ternis of Engagement constitute the entire terms of
the engagement of Lloyd Gosselink Rochelle & Townsend, P.C. in the Representation. These
written terms of engagement are not subject to any oral agreements or understandings, and they
can be modified only by further written agreement signed both by you and Lloyd Gosselink
Rochelle & Townsend, P.C. Unless expressly stated in these terms of engagement, no obligation
or undertaking shall be implied on the part of either you or Lloyd Gosselink Rochelle&Townsend,
P.C.
Please carefully review this document, which includes this letter and the attached
Additional Terms of Engagement. If there are any questions about these terms of engagement, or
if these terms are inaccurate in any way,please let me know immediately. If acceptable,we would
appreciate you signing and returning the enclosed duplicate original of this document.
Sincerely,
Sara R. Thornton
SRTlgjb
Attachment
Andrea Navarrette, Board President, on behalf of Brushy
Creek Regional Utility Authority
Date
Additional Terms of Engagement
This supplement to our engagement letter sets out additional terms of our agreement to provide the
representation described in our engagement. Because these additional terms of engagement are a part of our
agreement to provide legal services,you should review them carefully and should promptly communicate to us any
questions concerning this document. We suggest that you retain this statement of additional terms along with our
engagement letter and any related documents.
The Scope or the Representation
As Iawyers, we undertake to provide representation and advice on the legal matters for which we are
engaged. It is important for our clients to have a clear understanding of the legal services that we have agreed to
provide.Thus, if there are any questions about the scope of the Representation that we are to provide in the Matter,
please raise those questions promptly,so that we may resolve them at the outset of the Representation.
Any expressions on our part concerning the outcome of the Representation,or any other legal matters,are
based on our professional judgment and are not guarantees. Such expressions,even when described as opinions,are
necessarily limited by our knowledge of the facts and are based on our views of the state of the law at the time they
are expressed.
Upon accepting this engagement on your behalf,Lloyd Gosselink Rochelle&Townsend,P.C.agrees to do
the following: (1)provide legal counsel in accordance with these terms of engagement and the related engagement
letter,and in reliance upon information and guidance provided by you;and(2)keep you reasonably informed about
the status and progress of the Representation.
To enable us to provide effective representation,you agree to do the following: (1)disclose to us,fully and
accurately and on a timely basis,all facts and documents that are or might be material or that we may request,(2)
keep us apprised on a timely basis of all developments relating to the Representation that are or might be material,
(3)attend meetings,conferences,and other proceedings when it is reasonable to do so,and(4)otherwise cooperate
fully with us.
Our Firm has been engaged to provide legal services in connection with the Representation in the Matter,as
specifically defined in our engagement letter. Atter completion of the Representation in the Matter, changes may
occur in the applicable laws or regulations that could affect your future rights and liabilities in regard to the Matter.
Unless we are actually engaged after the completion of the Representation to provide additional advice on such
issues,the firm has no continuing obligation to give advice with respect to any future legal developments that may
pertain to the Matter.
It is our policy and your agreement that the person or entity that we represent is the one identified in our
engagement letter, and that our attorney-client relationship does not include any related persons, employees of the
client,or related entities.
Who Will Provide the Legal Services
As our engagement letter confirms, Lloyd Gosselink Rochelle&Townsend, P.C. will represent you in the
Matter.Lloyd Gosselink Rochelle&Townsend,P.C.is a Texas professional corporation.
Although our firm will be providing legal services, each client of the firm customarily has a relationship
principally with one attorney, or perhaps a few attorneys. At the same time, however, the work required in the
Representation, or parts of it, may be performed by other firm personnel, including lawyers and paralegals. Such
delegation may be for the purpose of involving other firm personnel with experience in a given area or for the
purpose of providing services on an efficient and timely basis.
Page I
August 27,2013
you do not arrange satisfactory payment terms, we may withdraw from the Representation. However, any
termination by either party may be subject to,or controlled by,orders of a court.
Document Retention
Upon completion of our work on this matter, it is our firm's policy that your original documents (e.g.,
permits, licenses, deeds, wills, etc.)and other client property be returned within a reasonable period of time. As to
any documents so returned, we may elect to keep a copy of the documents in our stored files. Our own files,
including lawyer work product pertaining to the matter, will be retained by the firm.These firm files include firm
administrative records,time and expense reports,billing and accounting records,and internal work product. Internal
work product includes drafts, notes,internal communications(in both paper and electronic mediums), and Iegal and
factual research prepared for the internal use of our firm's lawyers. All documents retained by the firm will be
transferred to the person responsible for administering our records retention program. For various reasons,including
the minimization of unnecessary storage expenses,we reserve the right to destroy or otherwise dispose of any such
documents or other materials retained by us after the completion of our work without additional notice.
Charges for Expenses and Services
Our invoices will include amounts for legal services rendered and for other expenses and services.
Examples of other expenses and services include charges for photocopying, travel and conference expenses,
messenger deliveries, computerized research, and other electronic transmissions or filings. In addition, we reserve
the right to send to you for direct payment any invoices delivered to us by others,including experts and any vendors.
Rates for our legal services,expenses and charges are subject to change from time to time and will be noted
on your bill.In some situations,we can arrange for such services and expenses to be provided by third parties billed
through our billings or by direct billing to the client.
Standards of Professionalism and Attorney Complaint Information
Pursuant to rules promulgated by the Texas Supreme Court and the State Bar of Texas,we are to advise our
clients to the contents of the Texas Lawyer's Creed,a copy of which is attached.In addition,we are to advise clients
that the State Bar of Texas investigates and prosecutes complaints of professional misconduct against attorneys
licensed in Texas. A brochure entitled Attorney Complaint Information is available in our office in Austin and is
likewise available upon request.A client that has any questions about the State Bar's disciplinary process should call
the Office of the General Counsel of the State Bar of Texas at 1-800-932-1900 toll free.
Additional Terms or Engagement 17 doe
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August 27,2013
III. LAWYER TO LAWYER
A lawyer owes to opposing counsel,in the conduct of legal transactions and the pursuit of litigation,
courtesy, candor,cooperation,and scrupulous observance of all agreements and mutual understandings.
III feelings between clients shall not influence a lawyer's conduct, attitude, or demeanor toward opposing
counsel. A lawyer shall not engage in unprofessional conduct in retaliation against other unprofessional
conduct.
1. I will be courteous,civil, and prompt in oral and written communications.
2. 1 will not quarrel over matters of form or style, but I will concentrate on matters of
substance.
3. I will identify for other counsel or parties all changes I have made in documents submitted
for review.
4. 1 will attempt to prepare documents which correctly reflect the agreement of the parties. I
will not include provisions which have not been agreed upon or omit provisions which are
necessary to reflect the agreement of the parties.
5. 1 will notify opposing counsel,and, if appropriate,the Court or other persons, as soon as
practicable,when hearings, depositions, meetings,conferences or closings are cancelled.
6. 1 will agree to reasonable requests for extensions of time and for waiver of procedural
formalities, provided legitimate objectives of my client will not be adversely affected.
7. 1 will not serve motions or pleadings in any manner that unfairly limits another party's
opportunity to respond.
8. 1 will attempt to resolve by agreement my objections to matters contained in pleadings and
discovery requests and responses.
9. 1 can disagree without being disagreeable. I recognize that effective representation does
not require antagonistic or obnoxious behavior. I will neither encourage nor knowingly
permit my client or anyone under my control to do anything which would be unethical or
improper if done by me.
10. 1 will not,without good cause, attribute bad motives or unethical conduct to opposing
counsel nor bring the profession into disrepute by unfounded accusations of impropriety. l
will avoid disparaging personal remarks or acrimony towards opposing counsel,parties and
witnesses. I will not be influenced by any ill feeling between clients. I will abstain from any
allusion to personal peculiarities or idiosyncrasies of opposing counsel.
11. 1 will not take advantage,by causing any default or dismissal to be rendered,when I know
the identity of an opposing counsel,without first inquiring about that counsel's intention to
proceed.
12. 1 will promptly submit orders to the Court. I will deliver copies to opposing counsel before or
contemporaneously with submission to the court. I will promptly approve the form of orders
which accurately reflect the substance of the rulings of the Court.
13. 1 will not attempt to gain an unfair advantage by sending the Court or its staff
correspondence or copies of correspondence.
14. 1 will not arbitrarily schedule a deposition,Court appearance,or hearing until a good faith
effort has been made to schedule it by agreement.
15. 1 will readily stipulate to undisputed facts in order to avoid needless costs or inconvenience
for any party.
These rules are primarily aspirational. Compliance with the rules depends primarily upon understanding
and voluntary compliance, secondarily upon reenforcement by peer pressure and public opinion,and
finally when necessary by enforcement by the courts through their inherent powers and rules already in
existence.
These standards are not a set of rules that lawyers can use and abuse to incite ancillary litigation or
arguments over whether or not they have been observed.
We must always be mindful that the practice of law is a profession.As members of a learned art we pursue
a common calling in the spirit of public service.We have a proud tradition.Throughout the history of our
nation,the members of our citizenry have looked to the ranks of our profession for leadership and
guidance. Let us now as a profession each rededicate ourselves to practice law so we can restore public
confidence In our profession,faithfully serve our clients, and fulfill our responsibility to the legal system.
The Supreme Court of Texas and the Court of Criminal Appeals hereby promulgate and adopt"The Texas
lawyer's Creed»A Mandate for Professionalism"described above.
In Chambers, this 7th day of November, 1989.
The Supreme Court of Texas
Thomas R. Phillips,Chief Justice
Franklin S. Spears,Justice
C. L. Ray, Justice
Raul A. Gonzalez,Justice
Oscar H. Mauzy, Justice
Eugene A.Cook,Justice
Jack Hightower,Justice
Nathan L. Hecht,Justice
Lloyd A. Doggett,Justice
The Court of Criminal Appeals
Michael J. McCormick, Presiding Judge
W.C. Davis,Judge
Sam Houston Clinton,Judge
Marvin O.Teague, Judge
Chuck Miller,Judge
Charles F. (Chuck)Campbell, Judge
Bill White,Judge
M. P. Duncan, III, Judge
David A. Berchelmann, Jr.,Judge