Exhibit 2 - Original Contract,,
12325 Hymeadow Drive
Suite 2-100
Austin, Texas 78750
BoJORQUEz·
Charlie Rosendahl
Management Analyst
City of Denton
215 E. McKinney
Denton, Texas 76201
PROPOSAL: Ethics Ordinance
Mr. Rosendahl:
LAWFIRM, PC
November 28, 2017
Phone: (512) 250-0411
Fax: (512) 250-0749
T exasMunicipalLawyers.com
The City of Denton has expressed an interest in engaging my services to assist in the
drafting of an ordinance enacting a Code of Ethics. I am willing to assist you with this
endeavor.
In terms of process, I recommend you consider the following steps. These items are listed
as possibilities, and are subject to modification by the City Council.
1. Meetings: I suggest the City Council consider meeting 5-10 times, for 1-2 hours per
gathering. We can decrease the number of meetings by extending the meeting
duration, perhaps convening on a Saturday (subject to the convenience of the City
Council).
2. Meeting #1: Training: At the first meeting (currently scheduled for December 5'h),
I will conduct a training session educating the City Council on:
a. Ethics, Generally.
b. State Laws Governing Official Conduct.
c. Common Characteristics of Municipal Ethics Ordinances.
d. The Process for the Remainder of this Project (which is a discussion item).
3. Meeting #2: Ordinance Presentation: I will provide the City Council with Draft
"A", which I will have prepared based on various samples and Best Practices. I will
walk the City Council through the draft explaining key provisions, and pointing out
fundamental decision points.
The draft will contain provisions commonly found in ethics regulations of cities
comparable to Denton. In the draft will be procedures and guidelines I have found to
be effective and efficient for dealing with ethical challenges. The draft will include
choices and decision-points for the City Council to address. The City Council's goal
will be to customize the draft ordinance to fit Denton's·needs. I recommend against
simply taking another city's ordinance and tweaking. It is often harder to fix another
entity's ordinance (which may have been revised inconsistently over time) than it is
to start with a fresh, cohesive document.
4. Meeting #3: Ordinance Review: At the third meeting, the City Council will discuss
Draft "B", which I will have prepared utilizing feedback from the previous meeting.
The City Council can ask questions, make suggestions, and express preferences. The
City Council will provide me with feedback and give me instructions for what they
want to see in the next version.
5. Meeting #4: Ordinance Review & Public Hearing: At our forth meeting, the City
Council will deliberate Draft "C ", which I will have prepared utilizing feedback
from the previous meeting. The City Council can verify it is consistent with their
earlier-stated preferences, and raising any new or additional issues to be addressed.
6. Meetings #5-10: Conclusion of the Drafting Process: The final round of City
Council meetings will include a vote to approve my written report. The report will:
(a) outline the process that was used to devise the ordinance; (b) summarize the
public input that was received; and (c) explain the City Council's rationale regarding
decisions made on key components of the ordinance. The Council can utilize these
final meetings (as necessary) to further ask questions, modify the draft ordinance,
and receive additional public input. During these final meetings the City Council can
also schedule to handle these tasks:
(a) First Reading: The City Council will conduct the first reading of the Draft "D ",
including a public hearing. Members of the committee will be present to make a
formal presentation to the City Council and answer questions.
(b) Second Reading & Adoption: The City Council can approve Draft "D" or Draft
"E'. The City Council can then encourage citizens to apply for appointment to
the oversight board created by the ordinance (i.e., "Board of Ethics," or "Ethics
Review Commission," etc.).
(c) Appointments: The City Council appoints members to the oversight board. The
process is complete.
Following the conclusion of this process, I can be available to advise the oversight board
upon request, or represent them if conflicting complaints arise in the future.
My fees and related expenses for this project are estimated to total approximately
$20,000.00 for the first 5 meetings (which preparation time, legal drafting and editing, a few
phone calls, and periodic emails). Beyond the first 5 meetings, my per-meeting fee is
$4,000. We shall establish a Not To Exceed maximum of$40,000 to cover up to 10
City of Denton: Ethics Ordinance
Drafting Process & Procedures
November 28,2017
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meetings (after which, additional City Council approval is necessary in order to proceed).
Outside of these packages, my services will be billed at the hourly rate of $245.
If the City finds this acceptable, please have Mayor Watts execute our Standard Terms of
Engagement.
Should the City want to negotiate an alternate arrangement, I am open to discussing other
possibilities.
Thank you for the opportunity to submit my recommendations. I look forward to assisting
Denton with this important endeavor.
City of Denton: Ethics Ordinance
Drafting Process & Procedures
Sincerely,
Alan J. Bojorquez
Principal Attorney
November 28, 2017
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Saturdays:
• December 16th,
• January 13th,
• January 27th.
Tuesday Evenings:
• Dec 19,
• Jan 30,
• Feb 6,
• Feb 20,
• Mar6,
• Mar20,
• Apr 3,
• Apr 17.
Wednesday Evenings:
• Dec20,
• Jan 17,
• Jan31,
• Feb 7.
City of Denton: Ethics Ordinance
Drafting Process & Procedures
Possible Meetings Dates
for Alan Bojorquez
November 28, 2017
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12325 Hymeadow Drive
Suite 2-100
Austin, Texas 78750
BoJORQUEZ
LAWFIRM •. r.e Phone: (512) 250-0411
Fax: (512) 250-0749
T exasMunicipalLawyers.com
CITY OF DENTON
STANDARD TERMS OF ENGAGEMENT
This document establishes the standard terms of our engagement as the City's attorneys. Unless
modified in writing by mutual consent, these terms will be an integral part of our agreement. Therefore,
we ask that the City carefully review this document and contact us promptly if the City has any
questions. We suggest that the City retain a copy of this document in its file.
I. Our Relationship
1. Identity of Client
The Bojorquez Law Firm, P.C. ("Firm") will be representing the interests of the City of
Denton ("City") as an organization. In the course of this relationship, the City may
designate other officials to receive legal services on the City's behalf.
2. Nature of Representation
While in the future we may be directed to represent the City on other matters, our present
relationship can be described as follows:
Provide legal training and consulting services in fUrtherance of the creation of an
ordinance enacting a municipal Code of Ethics for the City of Denton.
3. Expectations
As the client, it is imperative that the City has a clear understanding of the legal
counsel the Firm will provide. Any questions that the City has should be dealt with
promptly. We will provide services related only to matters as to which we have been
specifically engaged. The Firm will at all times act on the City's behalf to the best of
our ability. Any expressions on our part concerning the outcome 6fthe.City's
municipal matters are expressions of our best professional judgment, but are not
guarantees. Such opinions are necessarily limited by our knowledge of the facts and
are based on the state of the law at the time they are expressed. We cannot guarantee
the success of any given matter, but we will strive to represent the City's interests
professionally and efficiently.
4. Client Responsibilities
The City agrees to cooperate fully with the Firm and to provide us promptly with all
information known or available to the City relevant to our representation. The City agrees to
pay our invoices in accordance with these STANDARD TERMS OF ENGAGEMENT and the
corresponding letter of Engagement.
5. Responsibilities of the Bojorquez Law Firm
The Firm is committed to meeting the City's legal needs. In doing so, the Firm will: act
competently and in a timely manner; protect the City's privileged information and ensure
appropriate confidentiality; promote the City's interests; discuss the City's objectives and
how they should best be achieved; and provide information about the work to be done, who
will do it, when the work is expected to be completed, and the way the services will be
provided.
6. Ancillary Services
The Firm offers Planning, Municipal Court Consulting, Spanish Translation, and other types
of ancillary services. These law-related services would be provided in whole or in part by
individuals who are not attorneys. Accordingly, these services are not legal services. As such,
communications between the City and the Firm regarding such work may not be subject to
the Texas Rules of Disciplinary Conduct governing the attorney-client relationship.
7. Ethical Conflict oflnterest Disclosure
The representation of more than one municipal entity may present special ethical
considerations under the Texas Rules of Disciplinary Conduct. The Firm may undertake
representation of multiple municipal entities if the City agrees in writing after consultation
about the risks of joint representation. The City may also consult with legal counsel other
than the Firm regarding this representation.
A potential conflict of interest could arise with respect to the subject matter of this
representation. Based on the information available at this time, the Firm is not aware of any
actual conflicts among the City and any other municipal entity. If the City becomes aware of
anything that may suggest conflict of interest, please bring it to the Firm's attention
immediately.
If circumstances arise during the course of this relationship that require or make it desirable
that any members of the City whom we represent ("client group") obtain separate
representation in this matter, the Firm would be free to continue to represent the remaining
members of the client group. By signing these STANDARD TERMS OF ENGAGEMENT and
accepting our joint representation, the City agrees that, if it becomes necessary or desirable
for the City to retain other counsel, the City will not seek to disqualifY the Firm from
continuing to represent the remaining members of the client group.
II. Fees, Billing, and Administrative
1. Fees for Legal Services
The total estimated billing for 5 meetings is anticipated to be approximately twenty thousand
dollars ($20,000.00). Services can include additional meetings at a fee of $4,000 per meeting.
A Not To Exceed cap is placed initially at $40,000, after which additional City Council
approval will be required to continue services. Any additional work requested that is outside
the scope of these Terms will be beyond that range and subject to the rates listed below.
The charges for professional services provided by the Firm will typically be based upon the
following: (I) the time devoted to the matter; (2) the novelty and difficulty of the questions
Standard Terms of Engagement -Ethics Ordinance
City of Denton November 28, 2017
Bojorquez Law Firm, PC
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presented; (3) the requisite experience, reputation, and skill requested to deal with those
questions; (4) time limitations imposed by the circumstances; (5) and the quality of the
results obtained. Fees and costs for particular matters are unpredictable and we have made
no commitment concerning maximum fees or costs. Unless otherwise indicated in writing,
our fees for legal services are determined on the basis of the hourly rates of the respective
attorney that will perform the services. These rates may vary depending on the expertise and
experience of the individual. We adjust these rates from time to time, increasing them as the
individuals gain experience and expertise and to reflect current economic conditions. We
will notify the City in writing if this fee structure is modified. Currently, the standard billing
rates for the City are detailed below:
Principal Attorney:
Attorney Of Counsel:
Senior Associate Attorney:
Associate Attorney:
Junior Associate Attorney:
Legal Secretary/Office Assistant:
2. Rate Adjustment
Two hundred forty-five dollars ($245.00) per hour
One hundred ninety-five dollars ($195.00) per hour
One hundred eighty-five dollars ($185 .00) per hour
One hundred seventy-five dollars ($175.00) per hour
One hundred sixty-five dollars ($165.00) per hour
One hundred dollars ($100.00) per hour
Billing rates are subject to increase a maximum often percent (10%) annually. No rate
increase will exceed ten percent (10%) without first obtaining consent from the designated
primary client representative. The City will be notified in writing when a rate adjustment has
occurred.
3. Other Charges and Handling Fees
All out-of-pocket expenses (such as long distance telephone charges, copying charges, travel
expenses, courier expenses, etc.) incurred by the Firm in connection with representing the
City will be billed to the City as a separate item on the City's monthly statement.
A five percent (5%) handling fee will be assessed on all out-of-pocket expenses incurred on
behalf of the City for consulting and engineering fees, appraisal costs, and other professional
requirements of a matter.
4. Billing Procedures & Terms of Payment
Our billing period begins on the 27th of the month and ends on the 26'h day of the following
month. We will render monthly statements to the City for legal services and expenses. We
usually mail these statements toward the beginning of the month, followiog the latest date
covered in the statement. Each statement is payable within thirty (30) days of its stated date
and must be paid in U.S. Dollars. If any statement is not paid within thirty (30) days after its
stated date, interest at the rate of six percent (6%) per month eighteen percent (18%) per
annum will accrue on the balance due. However, if at any time eighteen percent (18%) per
annum exceeds the highest interest rate permitted by applicable law, then the interest rate that
will be applied to any overdue amounts will be reduced to the maximum rate permitted under
applicable law. If the City has any questions or concerns about any statement that we submit
to the City for payment, please contact us at the City's earliest convenience so that we can
resolve any problems without delay. If unresolved, overdue invoices may result in
Standard Terms of Engagement -Ethics Ordinance
City of Denton November 28, 2017
Bojorquez Law Firm, PC
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discontinuation of representation of the City. Typically, such issues can be resolved to the
satisfaction of both sides with little inconvenience or formality.
5. Fee Estimates
We are often requested to estimate the amount of fees and costs likely to be incurred in
connection with a particular matter. The City's primary attorney will do his best to estimate
fees and expenses for particular matters when asked to do so. However, an estimate is just
that, and the fees and expenses required are ultimately a function of many conditions over
which we have little or no control. Unless otherwise agreed in writing with respect to a
specific matter, all estimates made by us shall be subject to the City's agreement and
understanding that such estimates do not constitute maximum or fixed fee quotations and that
the ultimate cost is frequently more or less than the amount estimated.
6. Retainers
Generally, there is no retainer for municipal clients. However, with substantial new matters
for existing or new clients, the Firm may require a retainer. The retainer amount is not meant
to be an estimate or limit of the fees and expenses required to complete the work on this
matter, but is intended as the City's good faith deposit against a portion of such fees and
expenses. The retainer will be placed in our Trust Account and we will bill our fees and
disbursements against the retainer. We will advise the City if additional amounts are
necessary to be placed in trust against which to bill future work. If our work is completed,
and the City's account is paid-in-full, yet a balance remains in the City's retainer, we will
refund the retainer to the City upon request.
7. Retention of Documents
Although we will attempt to retain for a reasonable time copies of most documents generated
by this Firm, we cannot be held responsible in any way for failure to do so, and we hereby
expressly disclaim any such responsibility or liability. The City must ultimately retain all
originals and copies the City desires among the City's own files for future reference.
8. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State
of Texas, United States of America. Venue of any case or controversy arising under or
pursuant to this Agreement shall be in Williamson County, Texas, United States of America.
III. Termination of Services
The City has the right to terminate our services at any time upon providing written notice to us.
Upon receipt of written notice from the City, we will immediately cease to render additional
services to the extent we can do so without jeopardizing the City's legal interests or our ethical
obligations. We reserve the right to discontinue work on pending matters or terminate our
attorney-client relationship with the City at any time that payment of the City's account becomes
delinquent. We also reserve the right to withdraw when obligated by the Texas Rules of
Disciplinary Conduct. Additionally, in the event that the City fails to follow our advice and
counsel, or otherwise fails to cooperate reasonably with us, we reserve the right to withdraw
from representing the City upon short notice, regardless of the then status of the City's matter.
No termination shall relieve the City of the obligation to pay fees and expenses incurred prior to
such termination. Unless otherwise agreed in writing, representation will cease upon the City's
Standard Terms of Engagement-Ethics Ordinance
City of Denton November 28, 2017
Bojorquez Law Firm, PC
Page 4 of6
payment in full of all fees due, and our Firm's conveyance of the City's files to the destination
the City designate. The firm's files (work product), will be retained at the Firm.
IV. Internal Revenue Service (IRS) and Texas Workforce Commission (TWC) Status
1. Independent Contractor (I C)
For purposes of federal income tax or social security withholdings, the Firm is an IC
responsible for payment of its own taxes and not an employee of the City. The Firm, and not
the City, is obligated to arrange for the required federal withholdings of the Firm's
employees. Below is a summary of the IC versus employee requirements and a general
overview of how our services will be provided.
2. The Internal Revenue Service
The IRS assesses three (3) factors of the employer/individual relationship: behavioral
control, financial control, and relationship of the worker and Firm to determine who is an
employee and who is an Independent Contractor. (see IRS Form SS-8). Again, depending on
the type of business and the services performed, not all sections of the form may apply and
the weight assigned to a specific factor may vary depending on the facts.
3. The Texas Workforce Commission
The TWC has adapted the old IRS twenty-factor test, known as the "direction or control"
test, to determine who is an employee and who is an IC (see TWC Form C-8). Depending on
the type of business and the services performed, not all of the twenty common law factors
may apply and the weight assigned to a specific factor may vary depending upon the facts.
Below are considerations for the TWC's twenty-fuctor test, which also generally address
issues of behavioral control, financial control, and relationship of the worker and Firm.
(a) Financial Control
In general, an employee is usually paid for their time, whereas an independent
contractor is usually paid by the job. An employee usually does not negotiate their
pay, whereas an independent contractor usually negotiates their pay to ensure a profit.
An employee is not expected to invest in the business they work for so the employer
takes care of tax matters and expenses, whereas an independent contract is investing
in their independent business so the IC takes care of all expenses and taxes.
(b) Relationship of Worker & Business Entity
In general, an employee does not usually advertise their services, whereas an IC does.
An employee carries business cards that reflect the employer's name, whereas an IC
carries business cards that reflect the IC's business name. An employee is primarily
reached at the employer's phone number, whereas an IC is primarily reached at their
business phone number.
(c) Behavioral Control
In general, an employer contracting for IC services is normally interested in the end
result, not in the details of how the work is done. The employer should have no
interest in how the IC allocates his or her time, or who the IC hires to assist (other
than requiring proper licensure).
Standard Terms of Engagement -Ethics Ordinance
City of Denton November 28, 2017
Bojorquez Law Firm, PC
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V. Questions
If during the course of our representation the City has any questions about any aspect of our
arrangements, please feel entirely free to raise those questions. The Firm wants all of our clients
to have a clear and satisfactory understanding about every aspect of our billing and payment
policies. Accordingly, we encourage an open and frank discussion of any or all of the matters
mentioned in this document.
VI. Acceptance of and Consent to the Standard Terms and Engagement
Ifthis arrangement is acceptable to the City and the City Council, please sign these Terms and
return it to Firm at the City's earliest convenience. We are truly honored that the City is willing
to make our Firm part of the City's team.
date:
by:
cipal, Bojorquez Law Firm, PC
date: November 28, 2017
Please return a signed copy of the STANDARD TERMS OF ENGAGEMENT
via fax (512) 250-0749, or email alan@texasmunicipallawyers.com.
Standard Terms of Engagement-Ethics Ordinance
City of Denton November 28,2017
Bojorquez Law Firm, PC
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