R-07-08-23-15D2 - 8/23/2007 RESOLUTION NO. R-07-08-23-15D2
WHEREAS, the City of Round Rock ( "City" ) desires to enter into
an engagement letter with Sheets & Crossfield, P. C. for legal services,
Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the Mayor is hereby authorized and directed to execute on
behalf of the City said engagement letter with Sheets & Crossfield,
P.C. , a copy of same being attached hereto as Exhibit "A" and
incorporated herein for all purposes .
The City Council 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, all as required by the Open Meetings Act, Chapter 551, Texas
Government Code, as amended.
RESOLVED this 23rd day of August, 2 7 .
NYL EL , Mayor
City f Round Rock, Texas
A ST:
CHRISTINE R. MARTINEZ, City Secretly
0:\wdox\RESOLUTI\R70823D2.WPD/zmc
Sheets & ftossfield, P.c.
ATTORNEYS AT LAW
309 East Main Street• Round Rock,TX 78664-5246
phone 512-255-8877 •fax 512-255-8986
August 13, 2007
Mayor Nyle Maxwell
Mayor Pro Tempore Alan McGraw
Councilmember Rufus Honeycutt
Councilmember Joe Clifford
Councilmember Carlos Salinas
Councilmember Scott Rhode
Councilmember Kris Whitfield
Re: Engagement letter for City Attorney services
Dear Mayor and Councilmembers:
As I approach the thirtieth anniversary of first being appointed as City Attorney for the City of
Round Rock, I want to express my appreciation for the confidence that you have shown in me and my
firm. I look forward to continuing to represent the City of Round Rock into the future.
Although I have not had a written engagement agreement with the City in the past, it is certainly
mutually beneficial for an attorney and client to have an understanding of the expectations about the legal
services to be provided, the amount of legal fees, and other important aspects of representation. With this
in mind, this engagement letter is being proposed with the attached Standard Terms of Engagement. I
want to encourage open and candid communications with you, so please let me know as soon as possible
if you have questions about this letter, about the Standard Terms of Engagement, or if you are concerned
about any aspect of my representation.
Description and Scope of the Representation
Stephan L. Sheets, representing the firm of Sheets &Crossfield, P.C., is hereby designated as the
City Attorney of Round Rock, and he and the firm of Sheets & Crossfield, P.C. ("the Firm") are being
retained to provide professional legal services for all departments and matters of the City.
Our representation is not limited to a specific matter. The Firm is being retained to represent all
matters for the City generally. It is our express understanding that the Firm is to perform all reasonable
services and take all such action as may be appropriate and necessary in our professional judgment to
further the interests of the City in all matters.
Attorneys Handlingthe Representation
I will be the primary attorney handling all matters, and will be assisted by my law partner,
Charles Crossfield, and by staff attorneys (currently numbering five). The Firm also uses legal assistants
in providing professional services when we believe that their use will reduce legal costs and/or improve
efficiency.
[:E:XH1:B1T
00120143.DOC
Legal Fees
The Firm generally charges for our services based upon the time and effort devoted to the matter
and the hourly rates of the lawyers and legal assistants who work on the representation. As of October 1,
2007,hourly rates for the members of the Firm will be as follows:
Principals(Steve Sheets and Charles Crossfield) $175.00
Senior Attorneys (Susan Camp-Lee, J. Kay Gayle,Don Childs) $165.00
Junior Associates $150.00
Legal Assistants/Paralegals $ 80.00
We review our billing rates annually, but will commit to letting you know at least ninety (90)
days in advance if our hourly rates are modified.
Costs and Expenses
In addition to legal fees, the Firm charges for out-of-pocket costs and expenses incurred in
representing the City. Please refer to the Standard Terms of Engagement for examples of such costs and
expenses and how these will be handled and billed.
Payment of Fees and Expenses
The Firm's statements for fees and expenses are due upon receipt, and it is our expectation that
our monthly statements will be paid not later than twenty-one (21) days following receipt. By entering
into this representation agreement, you agree to timely payment of the Firm's invoices for fees and
expenses related to representation.
Conclusion
Once again, on behalf of myself and all of the members of Sheets & Crossfield, P.C., we are
honored and pleased to continue to represent the City of Round Rock. If this engagement letter and the
attached Standard Terms of Engagement accurately reflect our agreement, please sign a copy of this letter
and return it to me at your earliest convenience.
Sin er ly l
V�
Steph L. Sheets
For the Firm
AGREED TO AND ACCEPTED ON
THIS DAY OF AUGUST,2007
By:
Nyle Maxwell, Mayor
00119734 2
STANDARD TERMS OF ENGAGEMENT
These are the Standard Terms of Engagement referred to in my engagement letter. Because they
are an integral part of my agreement to provide legal services, I ask that you review this
document carefully and retain it for your files. If you have any questions after reading it, please
contact me promptly.
Who Will Provide the Legal Services?
In most cases, one attorney will be your principal contact. From time to time, that attorney may
delegate parts of your work to other lawyers or to legal assistants or non-legal professionals in
Sheets & Crossfield, P.C., referred to herein as the Firm. We do this in order to involve those
with special knowledge or experience in an area and to provide service to you in a timely and
efficient manner.
The Scope of the Representation
As lawyers, we undertake to provide representation and advice on the legal matters for which we
are engaged, and it is important that all parties have a clear understanding of the legal services
that the Firm has agreed to provide. In my engagement letter with you, I specify the matter in
which the Firm will provide representation and the scope of the services to be provided. If there
are any questions about the terms of engagement, including the scope of the representation to be
provided in the matter, please raise those questions promptly with me or with your principal
contact at the firm.
The Firm cannot guarantee the outcome of any matter. Any expression of our professional
judgment regarding your matter or the potential outcome is, of course, limited by our knowledge
of the facts and based on the law at the time of expression. It is also subject to unknown or
uncertain factors or conditions beyond our control.
Your Cooperation
To enable the Firm to provide effective representation, you agree to: (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.
The Firm as Independent Contractor
The Firm has independent contractor status, and is not considered your employee. The Firm's
employees or subcontractors are not your employees. This attorney-client arrangement does not
create a partnership, employer-employee, or joint venture relationship. No party has authority to
enter into contracts as agent for the other party, without express written authority. You and the
Firm agree to the following rights consistent with an independent contractor relationship: (1)
The Firm has the right to perform services for others during the term of this attorney-client
relationship, (2) The Firm has the sole right to control and direct the means, manner and method
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by which required services will be performed, (3) The Firm has the right to hire assistants as
subcontractors, or to use its employees to provide the services required, (4) The Firm or its
employees or subcontractors shall perform services required, and you shall not hire, supervise, or
pay assistants to assist the Firm without express written authority, (5) Neither the Firm nor its
employees or subcontractors shall receive training from you in skills necessary to perform
services required, (6) You shall not require the Firm or its employees or subcontractors to
devote full time to performing the services required, and (7) Neither the Firm nor its employees
or subcontractors are eligible to participate in any of your employee pension, health, vacation
pay, sick pay, or other fringe benefit plans.
Our Relationships with Others
The Firm represents many organizations and individuals. In some instances, the applicable rules
of professional conduct may limit our ability to represent clients with conflicting or potentially
conflicting interests. Those rules of conduct often allow us to exercise our independent judgment
in determining whether our relationship with one client prevents us from representing another. In
other situations, we may be permitted to represent a client only if the other clients consent to that
representation.
If a controversy unrelated to the subject matter of the representation develops between you and
any other client of the Firm, we will follow the applicable rules of professional responsibility to
determine whether we may represent either you or the other client in the unrelated controversy.
In making this determination, we will consider your agreement to the Conflicts of Interest
provisions in these Standard Terms of Engagement.
In addition to our representation of other organizations and individuals, we have professional and
personal relationships with many other attorneys, often because of our participation in bar
associations and other professional organizations. We believe that these relationships with other
attorneys do not adversely affect our ability to represent any client and, in some circumstances,
may enhance our representation. Your acceptance of this engagement letter means you consent to
any such relationships between the Firm and other lawyers or law firms, even counsel who is
representing a party that is adverse to you in the matter that is the subject of this engagement or
in some other matter.
Conflicts of Interest
Increasingly, conflicts of interest are a concern for lawyers and their clients. We attempt to
identify actual and potential conflicts at the outset of any engagement, and may request that you
sign a conflict waiver before we accept an engagement from you. Occasionally, other clients or
prospective clients may ask us to seek a conflict waiver from you so that we can accept an
engagement on their behalf. Please do not take such a request to mean that we will represent you
less zealously; we make such requests because we take our professional responsibilities to all
clients and prospective clients very seriously.
Unfortunately, conflicts sometimes arise or become apparent after work begins on an
engagement. When that happens, we will do our best to address and resolve the situation in the
manner that best serves the interests of all of our affected clients.
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Rules concerning conflicts of interest vary with the jurisdiction. In order to avoid any
uncertainty, our policy is that the Texas Disciplinary Rules of Professional Conduct will be
applicable to the representation. Your acceptance of this engagement letter means you agree with
that policy, unless the engagement letter specifically states that some other rules of professional
responsibility will govern our attorney-client relationship.
How We Set Our Fees
The basis for determining our fee for legal services is set forth in the engagement letter itself. If
you are unclear about the basis for determining your fee, please raise any questions you may
have with me or your principal contact at the firm.
Clients frequently ask us to estimate the fees and other charges they are likely to incur in
connection with a particular matter. We are pleased to respond to such requests, whenever
possible, with an estimate based on our professional judgment. This estimate always carries the
understanding that, unless we agree otherwise in writing, it does not represent a maximum,
minimum, or fixed-fee quotation. The ultimate cost frequently is more or less than the amount
estimated.
Charges for Other Expenses and Services
As an adjunct to providing legal services, the Firm may incur and pay a variety of charges on
your behalf or charge for certain ancillary support services. Whenever we incur such charges on
your behalf or charge for such ancillary support services, we will bill them to you as part of your
monthly invoice. Accordingly, our invoices usually will include amounts not only for legal
services rendered, but also for other expenses and services. Examples include charges for filing
fees, document reproduction, postage, travel and conference expenses, delivery charges,
computerized research, and facsimile and other electronic transmissions. Outside expenses will
generally be billed at cost, while some in-house expenses (e.g., document reproduction,
facsimile, computer services and electronic research) will include a reasonable allocation of
overhead. In appropriate cases, reimbursable expenses may also include staff overtime charges.
You may authorize us to retain third parties, such as consultants, experts and investigators, as
may be necessary to the representation. Although we advance third-party disbursements in
reasonable amounts, we will ask you to pay larger third-party invoices (usually those over
$200.00) directly to the third party providing the services.
Billing Arrangements and Terms of Payment
The Firm will bill you on a regular basis, normally each month, for both fees and other charges.
You agree to make payment within thirty(30) days of the date of our invoice.
Payment of our fees and costs is not contingent on the ultimate outcome of our representation.
Termination
Because the Firm has been engaged to provide legal services in connection with the
representation specifically defined in our engagement letter, the attorney-client relationship
automatically renews on a yearly basis.
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You may, however, terminate our representation at any time, with or without cause. You agree
that we will own and retain our own files pertaining to the matters or cases, including but not
limited to firm administrative records, time and expense reports, personnel and staffing
materials, credit and accounting records, and internal lawyers' work product such as drafts,
notes, internal memoranda, and legal and factual research including investigative reports,
prepared by or for the internal use of lawyers.
If you later retain the Firm to perform further or additional services, our attorney-client
relationship will be subject to the terms of engagement agreed to at the time; in the absence of
any specific agreement, these Standard Terms of Engagement shall apply to the further or
additional representation.
The termination of our services will not affect your responsibility for payment of legal services
rendered and other charges incurred before termination and in connection with an orderly
transition of the matter.
Document Retention
While the Firm tries to retain closed files for an extended period of time, usually not to exceed
ten (10) years, we do reserve the right to destroy or otherwise dispose of all files, without further
notice to you and in a manner which preserves the confidential and secret nature of their
contents. You may receive, along with the final bill or documents concluding the case, a notice
that the file will be retired and stored for a designated retention period. I or the attorney
immediately responsible for handling your matters will advise you to obtain any papers from the
file not previously furnished to you. The file may thereafter, without additional notice to you, be
destroyed by the Firm following the designated retention period. Only upon my written
authorization will the file be partially destroyed, destroyed in its entirety, retained for an
additional period of time, or returned to you for safekeeping. If you have a Records Retention
Policy in place with which outside counsel will need to comply, please let me know so that I may
inform our Records Department. In the event you instruct us to return your file to you at the end
of the retention period, we will use the last known address in the file to return your file
(excluding the wok product subfiles). The Firm will not retain a copy.
Disclaimer
By signing the engagement letter or otherwise indicating your acceptance of the engagement
letter, you acknowledge that Sheets & Crossfield, P.C. has made no promises or guarantees to
you about the outcome of the representation, and nothing in these terms of engagement shall be
construed as such a promise or guarantee. Either at the commencement or during the course of
the representation, we may express opinions or beliefs about the matter or various courses of
action and the results that might be anticipated. 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.
Our Professional Responsibility
The Code of Professional Responsibility to which we are subject lists several types of conduct or
circumstances that require or allow us to withdraw from representing a client. These include, for
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example, nonpayment of fees or charges, misrepresentation or failure to disclose material facts,
action contrary to our advice, and conflict of interest with another client. The Firm tries to
identify in advance and discuss with our clients any situation that may lead to our withdrawal. If
withdrawal ever becomes necessary, we give our client written notice as soon as practicable.
Under rules of the Texas Supreme Court and the State Bar of Texas, we advise our clients of the
contents of the Texas Lawyer's Creed, a copy of which is enclosed. In addition, we advise clients
that the State Bar of Texas investigates and prosecutes complaints of professional misconduct
against attorneys licensed in Texas. 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).
Modification of Our Agreement
The engagement letter and these Standard Terms of Engagement reflect our entire agreement on
the terms of this engagement. These written terms of engagement are not subject to any oral
agreements or understandings, and any change in those terms can only be made in writing signed
by both Sheets & Crossfield, P.C. and you.
Conclusion
We look forward to a long and mutually satisfying relationship with you. Again, if at any time
you have a question or concern, please feel free to bring it to the attention of me or your principal
contact at the Firm.
Enclosure: TEXAS LAWYER'S CREED
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THE TEXAS LAWYER'S CREED
A MANDATE FOR PROFESSIONALISM
Promulgated by
The Supreme Court of Texas and the Court of Criminal Appeals
November 7, 1989
I 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.
I. I am passionately proud of my profession. Therefore, "My word is my bond."
2. I am responsible to assure that all persons have access to competent representation regardless
of wealth or position in life.
3. I commit myself to an adequate and effective pro bono program.
4. I am obligated to educate my clients, the public, and other lawyers regarding the spirit and letter
of this Creed.
5. 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.
I. I will advise my client of the contents of this creed when undertaking representation.
2. I will endeavor to achieve my client's lawful objectives in legal transactions and in litigation as
quickly and economically as possible.
3. I will be loyal and committed to my client's lawful objectives, but I will not permit that loyalty and
commitment to interfere with my duty to provide objective and independent advice.
4. I will advise my client that civility and courtesy are expected and are not a sign of weakness.
S. I will advise my client of proper and expected behavior.
6. I 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. I 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. I will advise my client that we will not pursue tactics which are intended primarily for delay.
9. I will advise my client that we will not pursue any course of action which is without merit.
10. I will advise my client that I reserve the right to determine whether to grant accommodations to
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. I will advise my client regarding the availability of mediation, arbitration, and other alternative
methods of resolving and settling disputes.
M. 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. I 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. I 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.
S. 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. I 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. I will not serve motions or pleadings in any manner that unfairly limits another party's
opportunity to respond.
8. I will attempt to resolve by agreement my objections to matters contained in pleadings and
discovery requests and responses.
9. I 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. I 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. I 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. I 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. I 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. I will not attempt to gain an unfair advantage by sending the Court or its staff correspondence or
copies of correspondence.
14. I will not arbitrarily schedule a deposition, court appearance, or hearing until a good faith effort
has been made to schedule it by agreement.
15. I will readily stipulate to undisputed facts in order to avoid needless costs or inconvenience for
any party.
16. I will refrain from excessive and abusive discovery.
17. I 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. I 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.
I. I 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. I will conduct myself in Court in a professional manner and demonstrate my respect for the Court
and the law.
3. I will treat counsel, opposing parties, the Court, and members of the Court staff with courtesy
and civility.
4. I will be punctual.
5. I will not engage in any conduct which offends the dignity and decorum of proceedings.
6. I will not knowingly misrepresent, mischaracterize, misquote or miscite facts or authorities to
gain an advantage.
7. I will respect the rulings of the Court.
8. I will give the issues in controversy deliberate, impartial and studied analysis and consideration.
9. I will be considerate of the time 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 re-enforcement 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" as attached hereto and made a
part hereof.
In Chambers, this 7th day of November, 1989.
The Supreme Court of Texas
Thomas. R. Phillips, Chief Justice
Franklin S. Spears
C. L. Ray
Raul A. Gonzales
Oscar H. Mauzy
Eugene A. Cook
Jack Hightower
Nathan L. Hecht
Lloyd A. Doggett
Justices
The Court of Criminal Appeals
Michael J. McCormick, Presiding Judge
W. C. Davis
Same Houston Clinton
Marvin O. Teague
Chuck Miller
Charles F. (Chuck) Campbell
Bill White
M. P. Duncan, III
David A. Berchelmann, Jr.
Judges
SHEETS & CROSSFIELD
SCHEDULE OF CHARGES
FOR
NON-LEGAL SERVICES
2007
ITEM RATE
CD Copying $5.00 per CD
Computer Assisted Legal Research (includes but
is not limited to) Lexis, Courtlink, PACER,
Westlaw Actual Cost
Courier Deliveries/Pick-Ups Actual Cost
Document Reproduction - Copies prints &scans 100 per page copy/print/scan
Express Courier: Lone Star Overnight, FedEx,
UPS Actual Cost
10¢ per page for outgoing
transmissions. No charge for
Facsimiles incoming facsimiles
$0.485 per mile (rates altered
Mileage each tax ear
Actual cost when quantity if
beyond the amount required
in the normal course of
Office Supplies business
Actual cost for large mailings,
Postage certified or express mail
Telephone- Long Distance Actual cost over$1
117761
DATE: August 16, 2007
SUBJECT: City Council Meeting - August 23, 2007
ITEM: 15D2. Consider a resolution authorizing the Mayor to execute an
engagement letter with Sheets & Crossfield, P.C. for legal services.
Department: Legal
Staff Person: Steve Sheets, City Attorney
Justification:
Although Steve Sheets and Sheets & Crossfield, P.C. have represented the City for almost
30 years, there has never been a written agreement between the firm and the City.
However, while this relationship has been successful, it would be beneficial to both parties
to set out the terms of the relationship in writing. In addition, this agreement specifically
sets out that the City Attorney is an independent contractor and not an employee of the
City.
Funding•
Cost: N/A
Source of funds: N/A
Outside Resources: N/A
Background Information: N/A
Public Comment: N/A
EXECUTED
DOCUMENT
FOLLOWS
Sheets & Crossfield, P.c.
ATTORNEYS AT LAW
309 East Main Street•Round Rock,TX 78664-52$6
phone 512-255-8877•fax 512-255-8986
August 13, 2007
Mayor Nyle Maxwell
Mayor Pro Tempore Alan McGraw
Councilmember Rufus Honeycutt
Councilmember Joe Clifford
Councilmember Carlos Salinas
Councilmember Scott Rhode
Councilmember Kris Whitfield
Re: Engagement letter for City Attorney services
Dear Mayor and Councilmembers:
As I approach the thirtieth anniversary of first being appointed as City Attorney for the City of
Round Rock, I want to express my appreciation for the confidence that you have shown in me and my
firm. I look forward to continuing to represent the City of Round Rock into the future.
Although I have not had a written engagement agreement with the City in the past, it is certainly
mutually beneficial for an attorney and client to have an understanding of the expectations about the legal
services to be provided, the amount of legal fees, and other important aspects of representation. With this
in mind, this engagement letter is being proposed with the attached Standard Terms of Engagement. I
want to encourage open and candid communications with you, so please let me know as soon as possible
if you have questions about this letter, about the Standard Terms of Engagement, or if you are concerned
about any aspect of my representation.
Description and Scope of the Representation
Stephan L. Sheets, representing the firm of Sheets &Crossfield, P.C., is hereby designated as the
City Attorney of Round Rock, and he and the firm of Sheets & Crossfield, P.C. ("the Firm") are being
retained to provide professional legal services for all departments and matters of the City.
Our representation is not limited to a specific matter. The Firm is being retained to represent all
matters for the City generally. It is our express understanding that the Firm is to perform all reasonable
services and take all such action as may be appropriate and necessary in our professional judgment to
further the interests of the City in all matters.
Attorneys Handlingthe he Representation
I will be the primary attorney handling all matters, and will be assisted by my law partner,
Charles Crossfield, and by staff attorneys (currently numbering five). The Firm also uses legal assistants
in providing professional services when we believe that their use will reduce legal costs and/or improve
efficiency.
R-07-0846-151Q
00120143.DOC
Leizal
The Firm generally charges for our services based upon the time and effort devoted to the matter
and the hourly rates of the lawyers and legal assistants who work on the representation. As of October 1,
2007,hourly rates for the members of the Firm will be as follows:
Principals(Steve Sheets and Charles Crossfield) $175.00
Senior Attorneys(Susan Camp-Lee, J. Kay Gayle, Don Childs) $165.00
Junior Associates $150.00
Legal Assistants/Paralegals $ 80.00
We review our billing rates annually, but will commit to letting you know at least ninety (90)
days in advance if our hourly rates are modified.
Costs and Expenses
In addition to legal fees, the Firm charges for out-of-pocket costs and expenses incurred in
representing the City. Please refer to the Standard Terms of Engagement for examples of such costs and
expenses and how these will be handled and billed.
Payment of Fees and Expenses
The Firm's statements for fees and expenses are due upon receipt, and it is our expectation that
our monthly statements will be paid not later than twenty-one (21) days following receipt. By entering
into this representation agreement, you agree to timely payment of the Firm's invoices for fees and
expenses related to representation.
Conclusion
Once again, on behalf of myself and all of the members of Sheets & Crossfield, P.C., we are
honored and pleased to continue to represent the City of Round Rock. If this engagement letter and the
attached Standard Terms of Engagement accurately reflect our agreement,please sign a copy of this letter
and return it to me at your earliest convenience.
Sin er ly
L-
Steph L. Sheets
For the Firm
AGRE TO AND ACCEPTED ON
THIS�DAY OF AU U , 00
By:
well, Mayor
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STANDARD TERMS OF ENGAGEMENT
These are the Standard Terms of Engagement referred to in my engagement letter. Because they
are an integral part of my agreement to provide legal services, I ask that you review this
document carefully and retain it for your files. If you have any questions after reading it, please
contact me promptly.
Who Will Provide the Legal Services?
In most cases, one attorney will be your principal contact. From time to time, that attorney may
delegate parts of your work to other lawyers or to legal assistants or non-legal professionals in
Sheets & Crossfield, P.C., referred to herein as the Firm. We do this in order to involve those
with special knowledge or experience in an area and to provide service to you in a timely and
efficient manner.
The Scope of the Representation
As lawyers, we undertake to provide representation and advice on the legal matters for which we
are engaged, and it is important that all parties have a clear understanding of the legal services
that the Firm has agreed to provide. In my engagement letter with you, I specify the matter in
which the Firm will provide representation and the scope of the services to be provided. If there
are any questions about the terms of engagement, including the scope of the representation to be
provided in the matter, please raise those questions promptly with me or with your principal
contact at the firm.
The Firm cannot guarantee the outcome of any matter. Any expression of our professional
judgment regarding your matter or the potential outcome is, of course, limited by our knowledge
of the facts and based on the law at the time of expression. It is also subject to unknown or
uncertain factors or conditions beyond our control.
Your Cooperation
To enable the Firm to provide effective representation, you agree to: (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.
The Firm as Independent Contractor
The Firm has independent contractor status, and is not considered your employee. The Firm's
employees or subcontractors are not your employees. This attorney-client arrangement does not
create a partnership, employer-employee, or joint venture relationship. No party has authority to
enter into contracts as agent for the other party, without express written authority. You and the
Firm agree to the following rights consistent with an independent contractor relationship: (1)
The Firm has the right to perform services for others during the term of this attorney-client
relationship, (2) The Firm has the sole right to control and direct the means, manner and method
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by which required services will be performed, (3) The Firm has the right to hire assistants as
subcontractors, or to use its employees to provide the services required, (4) The Firm or its
employees or subcontractors shall perform services required, and you shall not hire, supervise, or
pay assistants to assist the Firm without express written authority, (5) Neither the Firm nor its
employees or subcontractors shall receive training from you in skills necessary to perform
services required, (6) You shall not require the Firm or its employees or subcontractors to
devote full time to performing the services required, and (7) Neither the Firm nor its employees
or subcontractors are eligible to participate in any of your employee pension, health, vacation
pay, sick pay, or other fringe benefit plans.
Our Relationships with Others
The Firm represents many organizations and individuals. In some instances, the applicable rules
of professional conduct may limit our ability to represent clients with conflicting or potentially
conflicting interests. Those rules of conduct often allow us to exercise our independent judgment
in determining whether our relationship with one client prevents us from representing another. In
other situations, we may be permitted to represent a client only if the other clients consent to that
representation.
If a controversy unrelated to the subject matter of the representation develops between you and
any other client of the Firm, we will follow the applicable rules of professional responsibility to
determine whether we may represent either you or the other client in the unrelated controversy.
In making this determination, we will consider your agreement to the Conflicts of Interest
provisions in these Standard Terms of Engagement.
In addition to our representation of other organizations and individuals, we have professional and
personal relationships with many other attorneys, often because of our participation in bar
associations and other professional organizations. We believe that these relationships with other
attorneys do not adversely affect our ability to represent any client and, in some circumstances,
may enhance our representation. Your acceptance of this engagement letter means you consent to
any such relationships between the Firm and other lawyers or law firms, even counsel who is
representing a party that is adverse to you in the matter that is the subject of this engagement or
in some other matter.
Conflicts of Interest
Increasingly, conflicts of interest are a concern for lawyers and their clients. We attempt to
identify actual and potential conflicts at the outset of any engagement, and may request that you
sign a conflict waiver before we accept an engagement from you. Occasionally, other clients or
prospective clients may ask us to seek a conflict waiver from you so that we can accept an
engagement on their behalf. Please do not take such a request to mean that we will represent you
less zealously; we make such requests because we take our professional responsibilities to all
clients and prospective clients very seriously.
Unfortunately, conflicts sometimes arise or become apparent after work begins on an
engagement. When that happens, we will do our best to address and resolve the situation in the
manner that best serves the interests of all of our affected clients.
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Rules concerning conflicts of interest vary with the jurisdiction. In order to avoid any
uncertainty, our policy is that the Texas Disciplinary Rules of Professional Conduct will be
applicable to the representation. Your acceptance of this engagement letter means you agree with
that policy, unless the engagement letter specifically states that some other rules of professional
responsibility will govern our attorney-client relationship.
How We Set Our Fees
The basis for determining our fee for legal services is set forth in the engagement letter itself. If
you are unclear about the basis for determining your fee, please raise any questions you may
have with me or your principal contact at the firm.
Clients frequently ask us to estimate the fees and other charges they are likely to incur in
connection with a particular matter. We are pleased to respond to such requests, whenever
possible, with an estimate based on our professional judgment. This estimate always carries the
understanding that, unless we agree otherwise in writing, it does not represent a maximum,
minimum, or fixed-fee quotation. The ultimate cost frequently is more or less than the amount
estimated.
Charges for Other Expenses and Services
As an adjunct to providing legal services, the Firm may incur and pay a variety of charges on
your behalf or charge for certain ancillary support services. Whenever we incur such charges on
your behalf or charge for such ancillary support services, we will bill them to you as part of your
monthly invoice. Accordingly, our invoices usually will include amounts not only for legal
services rendered, but also for other expenses and services. Examples include charges for filing
fees, document reproduction, postage, travel and conference expenses, delivery charges,
computerized research, and facsimile and other electronic transmissions. Outside expenses will
generally be billed at cost, while some in-house expenses (e.g., document reproduction,
facsimile, computer services and electronic research) will include a reasonable allocation of
overhead. In appropriate cases, reimbursable expenses may also include staff overtime charges.
You may authorize us to retain third parties, such as consultants, experts and investigators, as
may be necessary to the representation. Although we advance third-party disbursements in
reasonable amounts, we will ask you to pay larger third-party invoices (usually those over
$200.00) directly to the third party providing the services.
Billing Arrangements and Terms of Payment
The Firm will bill you on a regular basis, normally each month, for both fees and other charges.
You agree to make payment within thirty(30) days of the date of our invoice.
Payment of our fees and costs is not contingent on the ultimate outcome of our representation.
Termination
Because the Firm has been engaged to provide legal services in connection with the
representation specifically defined in our engagement letter, the attorney-client relationship
automatically renews on a yearly basis.
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You may, however, terminate our representation at any time, with or without cause. You agree
that we will own and retain our own files pertaining to the matters or cases, including but not
limited to firm administrative records, time and expense reports, personnel and staffing
materials, credit and accounting records, and internal lawyers' work product such as drafts,
notes, internal memoranda, and legal and factual research including investigative reports,
prepared by or for the internal use of lawyers.
If you later retain the Finn to perform further or additional services, our attorney-client
relationship will be subject to the terns of engagement agreed to at the time; in the absence of
any specific agreement, these Standard Terms of Engagement shall apply to the further or
additional representation.
The termination of our services will not affect your responsibility for payment of legal services
rendered and other charges incurred before termination and in connection with an orderly
transition of the matter.
Document Retention
While the Firm tries to retain closed files for an extended period of time, usually not to exceed
ten (10) years, we do reserve the right to destroy or otherwise dispose of all files, without further
notice to you and in a manner which preserves the confidential and secret nature of their
contents. You may receive, along with the final bill or documents concluding the case, a notice
that the file will be retired and stored for a designated retention period. I or the attorney
immediately responsible for handling your matters will advise you to obtain any papers from the
file not previously furnished to you. The file may thereafter, without additional notice to you, be
destroyed by the Firm following the designated retention period. Only upon my written
authorization will the file be partially destroyed, destroyed in its entirety, retained for an
additional period of time, or returned to you for safekeeping. If you have a Records Retention
Policy in place with which outside counsel will need to comply, please let me know so that I may
inform our Records Department. In the event you instruct us to return your file to you at the end
of the retention period, we will use the last known address in the file to return your file
(excluding the wok product subfiles). The Firm will not retain a copy.
Disclaimer
By signing the engagement letter or otherwise indicating your acceptance of the engagement
letter, you acknowledge that Sheets & Crossfield, P.C. has made no promises or guarantees to
you about the outcome of the representation, and nothing in these terms of engagement shall be
construed as such a promise or guarantee. Either at the commencement or during the course of
the representation, we may express opinions or beliefs about the matter or various courses of
action and the results that might be anticipated. 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.
Our Professional Responsibility
The Code of Professional Responsibility to which we are subject lists several types of conduct or
circumstances that require or allow us to withdraw from representing a client. These include, for
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example, nonpayment of fees or charges, misrepresentation or failure to disclose material facts,
action contrary to our advice, and conflict of interest with another client. The Firm tries to
identify in advance and discuss with our clients any situation that may lead to our withdrawal. If
withdrawal ever becomes necessary, we give our client written notice as soon as practicable.
Under rules of the Texas Supreme Court and the State Bar of Texas, we advise our clients of the
contents of the Texas Lawyer's Creed, a copy of which is enclosed. In addition, we advise clients
that the State Bar of Texas investigates and prosecutes complaints of professional misconduct
against attorneys licensed in Texas. 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).
Modification of Our Agreement
The engagement letter and these Standard Terms of Engagement reflect our entire agreement on
the terms of this engagement. These written terms of engagement are not subject to any oral
agreements or understandings, and any change in those terms can only be made in writing signed
by both Sheets & Crossfield, P.C. and you.
Conclusion
We look forward to a long and mutually satisfying relationship with you. Again, if at any time
you have a question or concern, please feel free to bring it to the attention of me or your principal
contact at the Firm.
Enclosure: TEXAS LAWYER'S CREED .
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