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CM-2024-162 - 6/7/2024CHAMBERLAIN, HRDLICKA, WHITE, WILLIAMS & AUGHTRY, P.C. ATTORNEYS AT LAW BRYAN DOTSON 112 EAST PECAN STREET, SUITE 1460 SAN ANTONIO SENIOR COUNSEL SAN ANTONIO 78205 HOUSTON DIRECT:210.278.5844 210.263.8303 800.342.5828 ATLANTA BRYAN.DOTSON@CHAMBERLAINLAW.COM FAX: 210,253.8384 PHILADELPHIA June 3, 2024 Via Email Laurie Hadley City Manager City of Round Rock, Texas 221 E. Main Street Round Rock, Texas 78664 Re: Texas Comptroller Litigation Dear Ms. Hadley: Thank you for choosing Chamberlain Hrdlicka to assist in connection with the above - referenced matter. Our firm has a proud history of offering high quality legal services at reasonable expense, and our team welcomes the opportunity to work with you on the matter referred to above. We are undertaking this engagement with the understanding that payment of our fees and expenses is guaranteed by you. Our Client. The purpose of this engagement letter ("Letter"), and the attached Terms of Business ("Terms of Business"), is to set forth the terms pursuant to which Chamberlain Hrdlicka will represent you as our client in this engagement. Client. City of Round Rock, Texas Except as otherwise provided in this Letter or the Terms of Business, all references herein or therein to "Client" or "you" shall mean the entity and/or person[s) immediately listed above. Scope of Representation. Serve as co -counsel to the Bourland Law Firm, P.C. in connection with litigation Client Fled against the Texas Comptroller of Public Accounts concerning the validity of Comptroller Rule 3.334 (City of Round Rock v. Glenn Hegar, in his official capacity as the Comptroller of Public Accounts, Cause No. D-1-GN-21-003203, Travis County District Court). Protect Client's rights and remedies under the Texas Tax Code. To the extent applicable, we may also represent you in any related or expanded matters we agree upon. Terms of Business. We ask that you review this Letter and the attached Terms of Business carefully, as both documents together comprise our "Engagement Agreement" with you. If you have any questions, please discuss them with us. You acknowledge that you have had the opportunity to ask any questions you have about the Engagement Agreement and that we have *-C -,u --) - f /�a - responded to all such questions to your satisfaction. If more than one person is listed above as the client, then each must sign below in order for our engagement to be complete and in effect. Our Team, Charges, and Retainer. Our fees will be based on the time devoted to the representation and the hourly billing rates charged for each of our lawyers and other professionals who work on the engagement. My current rate for this matter is $475 per hour. Our representation of you may also involve incurring out-of-pocket expenditures as is discussed in the Terms of Business. A monthly statement will be sent to you, which will reflect the efforts made on your behalf plus our out of pocket expenses. No retainer will be required to commence our work. A monthly statement will be sent to you, which will reflect the efforts made on your behalf plus our out of pocket expenses. To submit payments by wire or on our website, please note the following instructions: Account name: Chamberlain, Hrdlicka, White, Williams & Aughtry Account number: 502876485 ABA (routing): 114000093 Bank: Frost Bank Address: 3707 Richmond Avenue Houston, Texas 77046 Swift number: FRSTUS44 Website: https:r?www.chamberlainlaw.comipay Budget. The budget for this matter is $100,000. We will not bill in excess of that amount without prior express written permission from Client. Corporate Transparency Act. The Corporate Transparency Act of 2021 ("CTA") requires certain business entities and their owners to report certain ownership information to the Financial Crimes Enforcement Network, a bureau of U.S. Department of the Treasury (the "Treasury") and to update such information to keep it current. In the event that the Client or the Client's beneficial owners are not in compliance with the CTA or are either unable or unwilling to provide the necessary information on a timely basis to our firm (in the event that our firm is required by the CTA or the Treasury to perform such a reporting obligation), then our firm reserves the right to terminate this engagement and its representation of such Client and take other actions consistent with our ethical obligations. Unless otherwise agreed to in writing as part of this engagement, you agree that you as the Client will be solely responsible for compliance with the CTA, including, without limitation, the timely reporting of any information required to be reported to the Treasury at all times. Meritas Affiliation. We are a member of Meritas, a network of over 200 independent commercial law firms located in major cities throughout the world. Meritas members are not engaged in the joint practice of law and do not share fees or expenses among themselves; however, membership in Meritas gives us and our clients important access to competent legal resources in other jurisdictions, so that our clients' needs for such services can be provided efficiently. We only work with and utilize the services of another Meritas firm pursuant to express client agreement. Further information about Meritas can be obtained a www.meritas.org. 2 State Bar Investigation of Professional Misconduct. Please be advised that the State Bar of Texas investigates and prosecutes professional misconduct committed by Texas attorneys. Although not every complaint against or dispute with an attorney involves professional misconduct, the State Bar's Office of General Counsel will provide you with more information about how to file a complaint. You may call 1-800-932-1900 toll -free for more information. Please indicate your agreement to the Letter and Terms of Business by signing at the space provided below and returning it to us. A scanned .PDF copy delivered via email, or a facsimile copy, is acceptable and will be treated by both you and us as an original. The fully -signed hard copy should be retained in your records. Please contact me if there is any matter about which you have a question concerning these terms and our attorney -client relationship. Attachment (Terms of Business) Sincerely, CHAMBERLAIN, HRDLICKA, WHITE, WILLIAMS & AUGHTRY, P.C. Bryan Dotson Agreement and Acceptance The undersigned hereby acknowledges and agrees that he or she has reviewed and understands the terms and conditions of this Engagement Letter and the Terms of Business, including, but not limited to, the provisions calling for arbitration of disputes and the waiver of a trial by jury. The undersigned further agrees and accepts these provisions, and intends them to be effective as of June 41 , 2024. City of Round Rock, Texas Signature: Y"Y:2� Name Title: 31612421 CHAMBERLAIN, HRDLICKA, WHITE, WILLIAMS & AUCHTRY, P.C. Terms of Business — January 2024 Attorney and Client Welcome to Chamberlain Hrdlicka. Thank you for choosing us to represent you. These Terms of Business and the Engagement Letter ("Letter") form our Engagement Agreement. The Letter sets out the scope of our representation and identifies you as our sole client. As a part of this engagement, we do not represent any other persons or entities, including corporate parents, subsidiaries or affiliates unless named in and identified as client(s) in the Letter or in a separate writing signed by us acknowledging that we have undertaken a representation of such other persons or entities. We will not be serving as your general counsel, and we assume responsibility for advising and representing you only with respect to the matter(s) identified in the Letter. If you and we jointly agree in writing to expand the scope of our representation or agree on a new matter to be included, the provisions of the Letter shall apply to the new expanded scope or the new matter unless specifically agreed otherwise in writing. Unless otherwise agreed in writing, our consultations and legal services under the Engagement Agreement regarding any tax matters shall not be in the form of an opinion letter, nor can those consultations and services be relied upon for purposes of avoiding tax -related penalties under federal, state or local tax law. If the Client identified in the Letter is a non -natural person, such as an entity or trust, we will of necessity deal with various individuals whom we reasonably believe are authorized to act on behalf of the Client as part of this engagement. Commencement of Engagement 3. If circumstances require that we begin work on your matter before you return a signed copy of the Letter to us, the performance of such services will be considered your consent to the terms of this Engagement Agreement until or unless you advise us in writing to the contrary. Our Working Relationship 4. You agree that we may communicate with you using any reasonable method, including electronic communications like email, even though any such mode of communication may not be absolutely secure and may present a risk of interception or copying. Communications between a lawyer and client are generally privileged and confidential, meaning the lawyer may not be required by third parties to disclose those communications without the client's consent. If the Client is a corporation, partnership, joint venture, limited liability company or other form of legal entity, communications with the Client's constituents or representatives acting on behalf of their organization are also subject to the attorney -client privilege. You may jeopardize your attorney -client privilege by using a means of electronic communication provided by another party, such as email provided by an employer or another person, by negligently or knowingly transferring such communications to a third party, or by using an unsecured server or network to communicate. We therefore recommend that you guard the attorney -client privilege closely and consult with us before disclosing confidential communications to anyone else and before using any unsecured means of electronic communication. We agree to maintain the confidentiality of our communications with you in accordance with applicable rules of professional ethics. We are not ethically permitted to disclose confidential information we possess respecting any other client. 6. It is critical that you provide us full and accurate information in the course of this engagement in order for us to be effective. We urge in close cases that you disclose rather than withhold information or instructions that may be helpful in completing the tasks that you have entrusted to us. We can best serve you if we are promptly informed of new developments as they occur. 7. We will discuss with you and may express opinions about possible outcomes concerning the matters for which you engage us; however, the outcome of transactions and disputes, including lawsuits, are subject to uncertainties and risks, and we are unable to make promises or guarantees to you in advance about the outcome of any such matters. 8. While we are representing you, some of our other present or future clients may have disputes or transactions with you. You agree that we may continue to represent or undertake in the future to represent our current and future clients in any matter that is not substantially related to our work for you. 9. In the course of finalizing our engagement by you, you acknowledge that you have disclosed to us the names and other identifying information about parties other than you who are involved in or likely to be affected by our anticipated service to you, with particular emphasis on persons whose interests are or may become adverse to your interests. Such disclosures must be sufficient for us to satisfy both you and ourselves that we will not be precluded from taking on your representation by reason of a conflict of interest. Retainer, Fees and Costs 10, Our policy is to require a retainer for new engagements. The Letter will set forth the amount of the required retainer. We will hold that retainer in our trust account as security for payment of our fees and for expenses, and it will be applied against our final (not our first) invoice. Any unused balance will be returned to you promptly upon completion of our engagement. If your account balance equals or exceeds the amount of the retainer or if the volume of our services during any monthly billing period is reasonably expected by us to exceed the amount of the retainer, we will require an additional retainer. Our continued engagement will depend upon prompt deposit with us of the additional retainer. A description of how our fees are determined is included in the Letter. Unless explicitly agreed to otherwise in the Letter, our fees will be determined on the basis of the amount of time spent by lawyers and our supporting professional staff working on your matter at their individual hourly rates. Our schedule of hourly rates may be adjusted from time to time and are usually increased in January of each year. 11, Engagements typically involve reasonable expenditures incurred on your behalf for costs such as required travel, meals, and lodging, and postage charges, courier/delivery services, overtime for firm secretarial and other staff services, ordering transcripts or other public records, filing fees, telephone charges, imaging, copying/printing, document binding, computerized legal research, court fees, and the like. If such expenses are anticipated to be and prove to be modest in terms of the overall engagement, we will advance those costs, include them as reimbursable items on our invoices, and require that they be paid on the same basis as our invoices for fees. Should it be anticipated at the outset or apparent as the engagement proceeds, we may require that you make an expense deposit with us or that third -party providers invoice you directly for their goods or services. In the event our engagement includes representing you in any litigation or other dispute - resolution proceedings, we may require the assistance of investigators, consultants, and expert witnesses (testifying or non -testifying), and retain e-discovery vendors and litigation support professionals to help collect, review, and exchange relevant documents, including electronically stored information. We will obtain your agreement before incurring costs in excess of $5,000 from such providers, support or vendors. 12. Our policy is to render monthly invoices for our services and out-of-pocket costs for which we request reimbursement. Unless otherwise directed by you in writing, all of our invoices may be addressed and furnished by e-mail andior delivered by U.S. Mail to the addresses stated in the Letter. We ask that you promptly review our invoices and contact the lawyer managing your matter if you either disagree with or do not understand an invoice. Our invoices are due and payable when delivered, and you remain responsible for paying them even if you have an arrangement with a third party concerning payment or reimbursement of such expenses. If full payment is not received within 30 days, we reserve the right to suspend further services, terminate the engagement, withdraw from court proceedings on approval by the court, and charge a reasonable late -payment fee in addition to interest on all unpaid or late paid amounts. You will also be responsible for collection costs we incur, including reasonable attorney's fees. Failure to notify us in writing within the 30-day period of any disputed item shall constitute your agreement that the invoice is correct as presented. z 13. We are not undertaking the matters set forth in the Letter on a contingency basis. Continued work by us is conditioned upon current payment of our invoices in accordance with the terms set forth above. If you fail to comply with those terms, you hereby consent to our withdrawal from the representation. 14, We are often requested to estimate the amount of fees and costs likely to be incurred in connection with a particular matter. Whenever possible we will furnish such an estimate based upon our professional judgment, but always with a clear understanding that it is an estimate and not a fixed -fee quotation. We do not accept representations of a fixed -fee basis except in limited situations. In all such situations, the fixed -fee arrangement will be expressed in a letter setting forth both the amount of the fee and the scope of the services to be provided. 15. In adversarial matters, including litigation and arbitration proceedings, we require that 60 days before any scheduled trial or arbitration date (or a later time that we may make such request), all fees and costs incurred up to that point be brought current by payment and you either provide us with a deposit (or augment any existing deposit) or make another satisfactory arrangement to ensure payment of all fees and costs estimated to be incurred from that point through the end of trial or arbitration. 16. If you believe you have insurance that does or may provide coverage respecting the matter about which you are engaging us, we will not undertake to advise you or take any other steps on your behalf concerning such coverage unless the Letter specifically describes our undertakings in that regard. Completion of Engagement and Disposition of Files 17. Our representation of you will end when we have completed the services described in the Letter and send our final invoice. Unless we otherwise agree in writing, our representation will also end after 12 months of furnishing no billable services to you without the need for any further written confirmation. Any further services will require a new Engagement Letter, notwithstanding any communications or administrative action after that 12-month period. 18. Records and documents accumulated or created by us in the course of the legal services we perform for and render to you (but not including informal or transitory attorney notes), whether in written, printed or electronic form, are your property which we hold for the purposes of completing the engagement. You have complete authority concerning disposition of that file. Upon completion of the engagement, we may deliver that file to you or dispose of it otherwise as you direct. We may retain a duplicate of the file for our own purposes, which we will destroy without further notice to you when it is no longer needed by us. We may accumulate other information related to our engagement in either written, printed or electronic form for the purpose of managing our business, including such things as internal staffing decisions, personnel evaluations, time records, firm administrative records such as client screening documents and the like which remain our property and which are not a part of the client file. Termination 19. Either you or we may terminate our engagement at any time by giving reasonable notice in writing, subject to our complying with all applicable laws and regulations. Without offset, you shall be liable for all compensation for services rendered and reimbursement of expenses through the date of termination of the engagement. In the event the engagement is terminated prior to completion, we will provide reasonable assistance in making a transition to new counsel that you designate. 20. Our attorney -client relationship will be considered terminated upon our completion of the specific services for which you have retained us. If you later retain us to perform further or additional services, our attorney client relationship will be revived, subject to these and any supplemental terms. If we inform you from time to time of developments in the law which may he of interest to you, by newsletter or otherwise, it does not constitute a revival ofan attorney -client relationship. Moreover, we have no obligation to inform you of later developments in the law unless we are specifically engaged in writing to do so. 3 Dispute Resolution 21. Should any dispute arise between us concerning or pertaining to our engagement or services we render in furtherance of it that we cannot resolve amicably, you and we agree that the dispute will be resolved in Houston, Texas, through binding arbitration before a single arbitrator chosen by agreement between you and us. In the event we are unable to agree on the arbitrator, either you or we may ask the Chief Administrative Judge of the Harris County, Texas, District Court to appoint the arbitrator. Since arbitrations do not involve juries, both you and we will have waived our right to a jury trial by agreeing to arbitrate disputes. By agreeing to these Terms of Business as part of our Engagement Agreement, you and we acknowledge that resolution of any dispute between us (i) will not involve a trial by jury, (ii) may permit only limited discovery of evidence from third parties in the course of arbitration, and (iii) any resulting decision or award will be subject to limited review by any court. We advise you to consult with other counsel if you have questions bearing on your decision to have any dispute between us resolved by arbitration. Entire Agreement 22. The Engagement Agreement cannot be modified by any policies, procedures, guidelines, correspondence, or other document unless signed by both you and us. If there is a conflict between the Terms of Business and the Letter, the provisions of the Letter control. If any part of the Engagement Agreement is held to be illegal, invalid or unenforceable, it shall not form part of the agreement between us, and the balance shall not be affected.