1992-059· ~pdocs\de[tou o
ORDINANCE NO ~
AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AUTHORIZING THE CITY
MANAGER TO EXECUTE AN AGREEMENT WITH DELOITTE & TOUCHE FOR
CONSULTING SERVICES TO ASSIST THE CITY IN THE DEFENSE OF CERTAIN
PENDING LITIGATION, AUTHORIZING THE EXPENDITURE OF FUNDS THEREFORE,
AND PROVIDING AN EFFECTIVE DATE
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
SECTION I That the City Manager ls hereby authorized to
execute an agreement with Deloitte & Touche and to retain the
services of Deloitte & Touche to assist the City in the defense of
certain pending litigation, styled Texas Waste Manaqement v City
of Denton, Cause No 91-50778-367, and in the rebuttal of evidence
to be presented by the plaintiff's witnesses
SECTION II That the expenditure of funds therefore KS hereby
authorized
SECTION IlI That this ordinance shall become effective imme-
diately upon its passage and appr~ ~
PASSED AND APPROVED this the fday of , 1992
BOB CASTLEBERRY, ~R ~
ATTEST
JENNIFER WALTERS, CITY SECRETARY
APP ED AS TO LEGAL FORM
DEBRA A DRAYOVITCH, CITY ATTORNEY
Deloitte&
Touche Management Consult,ng
Suite 2400 Telephone (214) 220 8000
2001 Bryan Tower
Dallas Texas 75201 2170
March 13, 1992
PRIVILEGED & CONFIDENTIAL
WORK PRODUCT PREPARED
FOR COUNSEL
Ms Debra Adamt Drayov~tch
C~ty Attorney
City of Denton
Mumclpal Buddmg
Denton, Texas 76201
RE Texas Waste Management v Ctty of Denton
Dear Ms Drayowtch
UNDERSTANDING OF ROLE
This letter sets forth the agreement between the C~ty of Denton ("the C~ty") and Deloitte
& Touche (D&T) whereby one of D&T's personnel has been retained as an expert
wttness ~n the above-entitled action We agree that the specific expert w~tness will be
mutually agreed upon at a future date, and that the expert w~tness wall be prepared to
testify as to his work and opinions ~n the above-referenced lawsuit In general the expert
witness may be requested to testify regarding pla~nttff's theories, assumptions and
calculations, and alternate theories, assumptions and calculations, d any
CONFLICTS
An internal search was performed for any potential client conflicts based upon the names
of the parties you have prowded No chent conflicts were found w~th respect to any of
the part,es of the lawsuit The C~ty agrees that it wall reform D&T of additional parttes
to the htlgat~on or name changes for those part,es provided by the C~ty
As you know, we are a large firm w~th over 100 offices throughout the Umted States
We are engaged by new chents every day and cannot ensure that, following our
employment, an engagement for the platntdfs will not be accepted somewhere else in our
firm To m~mm~ze the problems th~s m~ght cause, we suggest that you d~sclose our
retention to the other side as soon as possible, but ~n a manner consistent with your case
strategy Should any potential conflict come to our attention, we wall adwse you
tmmed~ately
Member
2 ~..~lnternatl0nal
March 13, 1992
Ms Debra Adam~ Drayovttch
Page 2
ENGAGEMENT STAFFING AND FEES
Mr Steve Wilson will participate as Engagement Partner, mamtmnmg overall
engagement responsibfltty m terms of staffing, quality control, bIlhng, and chent
relations Mr Alan Wells will serve as the Engagement Manager and will coordinate
daffy management of our act~vtttes on the case In addttton, Mr Gary Brayton will
assume the role of Techmcal Advisor on this engagement Techmcal support may also be
provided by our audtt, management consulting, tax, and other professtonals who will be
identified during the course of the engagement
We bill on a ttme and expense basis, wtth our fees determmed by the tasks required and
the related t:me spent We endeavor to use staff m the most cost-effective manner, gtven
the complextty of the particular act~wt:es requ:red Our bflhng rates will range from
$120 to $350 an hour, based on our current estimate of staffing requirements, whtch
could change as a result of the types of actavtt~es we will be asked to perform Our rates
are adjusted from t:me to t:me, we will adwse you :mmedtately ff a rate adjustment ts
being made by our firm In add~tmn to professional fees, our bills will include out-of-
pocket expenses for such :terns as telephone charges, computers, travel, messengers, and
photocopying All fees and expenses are not contingent upon the final results, nor do we
guarantee any result or resolution m this httgat:on In addtt~on, we will be compensated
for any t~me and expenses (mcludtng fees and expenses of legal counsel) that we may
incur tn cons:dering or responding to discovery requests or other requests for documents
or mformat~on, or m partIctpatmg as a wttness or otherwtse m any legal, regulatory or
other proceedmgs, including those other than the instant case, as a result of D&T's
performance of these servtces We intend to meet w:th you regularly to discuss our
ongoing work and assoctated fees
Invotces will be presented monthly and are due upon presentation Invoices upon whtch
payment ~s not received within 30 days of the invoice date shall accrue a late charge of
1-1/2% per month (or the h~ghest rate allowable by law) compounded monthly We
reserve the right to halt further services untal payment ts received on past-due invoices If
we should be requested to testify, ~t ts our normal practice that we be pard tn full for all
work performed to date prior to our testimony
OTHER MATTERS
We understand that the work product and files of the expert wttness and of D&T may be
subject to d~scovery, however, until such mater:als are subpoenaed, they will be
maintained by us as confident:al It is agreed that those materials and all other worl~ng
papers and other documents prepared by us pursuant to this engagement will not be
disclosed by us to third part, es w~thout the City's consent, except as may be required by
law, regulation, or judicial or administrative process We agree to notify the City
Deloitte&
Touche
March 13, 1992
Ms Debra Adama Drayovltch
Page 3
promptly of the happemng of any one of the followang events (a) a request by anyone to
examane, respect, or copy such documents or records, (b) any attempt to serve, or the
actual servace of, any court order, subpoena, or summons upon D&T that reqmres the
productaon of such documents or records
D&T shall have no haNhty to the C~ty or to any other person or entaty for any action
taken or omitted to be taken by D&T an respect to thas engagement except for matters that
are judmmlly determined to be mused by D&T's own bad froth or willful misconduct
If this summary is consastent with your own understanding and intent and has the
concurrence of the C~ty, please s~gn the enclosed copy of the letter an the space provaded
and return at to me We apprecmte the opportumty to work for you and look forward to
your prompt response
Very truly yours,
DELOITTE & TOUCHE
Steve Wilson, Partner
ByAcCepted ~C~ty of
Date
cc Gary Brayton
Alan Wells
Deloftte&
Touche
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