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2015-214ORDINANCE NO. 2� 15-214 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTbN, TEXAS AUTHORIZING THE CITY MANAGER TO EXECUTE A SUPPLEMENTAL AND AMENDED ENGAGEMENT LETTER WITH LLOYD GOSSELINK ROCHELLE & TOWNSEND, P.C. FOR PROFESSIONAL LEGA.L SERVICES RELATING TO THE PENDING LITIGATION ENTITLED THE CITY OF DENTON, TEXAS V NRG POWER MARKETING, LLC; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; PROVIDING AN EFFECTIVE DATE (FILE NO. 5771 — IN THE ADDITIONAL AMOUNT OF NOT-TO-EXCEED $500,000, AGGREGATING NOT-TO-EXCEED $595,000). WHEREAS, the City Council deems it necessary, appropriate, and in the public interest to continue the engagement of Lloyd, Gosselink, Rochelle & Townsend, P.C., Austin, Texas to provide professional legal services relating to the pending litigation entitled: The Cit o�f„ „,Denton� Texas v NRG Power Marketine. LLC: and WHEREAS, on February 13, 2015, the Acting City Manager approved the original Engagement Letter to provide professional legal services relating to the claims of the City against NRG; and WHEREAS, Chapter 2254 of the Texas Government Code, known as the "Professional Services Procurement Act," generally provides that a City may not select a provider of professional services on the basis of competitive bids, but must select the provider of professional services on the basis of demonstrated cornpetence, knowledge, and qualifications, and for a fair and reasonable price; and the City Council hereby finds and concludes that the law firm of Lloyd, Gosselink, Rochelle & Townsend, P.C., Austin, Texas (the "Firm") is appropriately qualified under the provisions of the law to be retained as outside legal counsel for the City; and WHEREAS, the City Council has provided in the City budget for the appropriation of funds to be used for the procurement of the foregoing professional legal services, as set forth in the supplemental and amended Engagement Letter dated July 2, 2015; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION _lw. The recitations in the preamble are true and correct and are incorporated herewith as part of this ordinance. SECTION 2. The City Manager, or his designee, is hereby authorized to execute a supplernental and amended Engagement Letter dated July 2, 2015 with the law firm of Lloyd, Gosselink, Rochelle & Townsend, P.C., Austin, Texas for professional legal services relating to the pending litigation entitled: The City of Denton, Texas v NRG Power Marketin�, LLC.; which supplemental and amended Engagement letter is attached hereto and incorporated herein by reference. SECTION 3. The award of this supplemental and amended Engagement Letter is on the basis of the demonstrated competence and qualifications of Lloyd, Gosselink, Rochelle & Townsend, P.C. (the "Firm") and the ability of the Firm to perform the professional legal services needed by the City for a fair and reasonable price. SECTION 4. The expenditure of funds as provided in the attached supplemental and amended Engagement Letter is hereby authorized, and the previous expenditures regarding this project are hereby confirmed, ratified and approved. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the Z f day of m mm o_ _, 2015. �� . � ...: -------- �'�� w' WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY � � � �4, w m BY� � ��`�� .�,��: � APPR� � 1�a �I�7 AS ��°�) LEGAL FORM: ANITA BURGESS, CITY ATTORNEY � �..�� ,� �� I l �y. � � BY�.�.._. ��.�.... � �. �� '°�V �_�,F � �. �� ._ �� ___ ti� � � �,�� osselink Q��+�� r^� 1' "I" �_� R N E Y S A T L A W Mr. Townsend's Direct Line: (512) 322-5830 Email: Itownsend n Iglawfirm.com July 2, 2015 Ms. Anita Burgess City Attorney City of Denton 215 East McKinney Denton, Texas 76201 816 Congress Avenue, Suite I 900 Austin,Texas 78701 Telephone: (5 I 2) 322-5800 Facsimile; (5 I 2) 472-0532 www.lgla�rm.com Re: Supplement and Amendment to February 13, 2015 Engagement Letter — City of Denton Billing File Number: 1060-48 Dear Anita: This letter supplements and amends the February 13, 2015, Engagement Letter between the City of Denton and Lloyd Gosselink Rochelle & Townsend, P.C. ("Lloyd Gosselink") regarding the City's claims against NRG Power Marketing, LLC ("NRG") to expressly authorize additional amounts payable above the Ninety-Five Thousand Dollars ($95,000) authorized in the Engagement Letter. The efforts to reach an early, negotiated resolution of the dispute between the City and NRG have not been successful. Therefore, litigation of the dispute is necessary. To that end, this letter supplements and amends the February 13, 2015, Engagement Letter and constitutes express authorization by the City to increase the amounts payable related to the Representation provided to the City by Lloyd Gosselink by an additional sum of not to exceed Five Hundred Thousand and No/100 Dollars ($500,000.00). If this Supplement and Amendment to the parties' Engagement Letter is acceptable, we would appreciate you signing and returning one of the enclosed four originals of this document. Sincerely, m� ��,��'°� ,��? � ..�d� �`... � w"""� �� m ��.�a��.��.�,,., �,.,.� � � Lambeth Townsend Lloyd Gosselink Rochelle & Townsend, P.C. July 2, 2015 Page 2 Approved As to Legal Form: . � ,.� �,� � � ° � � �°�� ; ,��"� � � �",�°� �' � ��"� �-��"�� ' _ ��'i�,� e"�f'�Vl�,il ��161"�C�"roS� ��1Q�1��'M"4��(bl N1C.� �' ��/+��r;..f. � LT/yl ] 060/48//4798863 „��,� � � � �� a� C. Cam bell, € ��.� �.�.�._ ... . . �r Mana er �.� _ �� .� P � g �� ,� �.D /S . �� ..,�.....� �.�� I��%�,� ��. .� � �� - ,��;.'ru�M�i �°�' 'I �� I� N r Y S A T L A W Mr. "I'ownsend's Diivcl Line: (,512) 322-5830 f niail: Ifownsend(glgl��l'irm.com I'ebruary 13, 2015 VIA FEDERAL EXPRESS Ms. Anita F3urgess City Attorney City of Denton 215 �ast McKinney Dcnton, 'I'ex�s 762U 1 Re: ];ngagcment Letter — City nf Dcnton Hillii�g File Number: 1060-48 Dear Anita: 8 I 6 Congress Avenue, Suite I 900 Austin,Texas 78701 Telephone (5 I 2) 322 5800 Facsimile (512} 472 0532 www.lgla�rm.com � We want to express our appreciation for the oppartunity you have given �ur firm to wark with you. I'art afi' our routine ii1 opei�ing new iiles, and in parl to comply with the provisions of 'Texas Local Government Cocic Ch�a��G�:�� f�„ �r�+� �:q�`e��ra�i�° �.Iients witl� an engagement letter. T'he purpose of this letler is to sei forth c,�:e�° ��r��la��l.��c�z�� c�i`t��e:. legal ser�t�ices to be performed by us for this engagernent and the basis ��.r�� r�vl�i�� F� �,r��l 8:��: paid for those services. This letter confiriris tha.t Lloyd Gosselink Rachelle & Townseiid, P.C. ("Lloyd Gosselink"} will represent the City oi' Dcnton ("City") with respeci to the matter regarding a cause of.' action against NRG Y�v��er Markeiing, �.LC ("NRG") relatin� to the �ull Requirements Wholesale Clectric Power Service Agre:ement between the City and NRG. Our acceptance of this representation (the "Representatiion") becomes effectivc upon our receipt of an executed copy o�' ��roi� a��°��,w�r��t„ Unless expressly authorized by the C'ity, amounts payable related to the Repres�a��a�� °��r��c�� to the City by Lloyd Gosse,link shall in no event exceed the suan of Ninety-Fiv� :I'��r��.i �rN� No/l0U Doll�,a�s ($95,0O0.00). '�'erms af rngagcment '1'his letter scts out the terms of our engagement i�i the Representation. Certain of those terms are inciuded in the body of this letter, �nd additio�lal terms are conlained in the attached document, entitled Additioncrl �erms of Engagemenl, dated August 27, 2013. That documenC is express.ly incc�rporated into this ]etter; and it should be read carefully, The execution and return of the enclosed copy of this letter constitutes an agreernent to all the lerms set forth in this letter and in the aitached �dditional T'er�ins vf�F,ngagenzent. Llovd Caasselink b��s�rd�,&o�,KAaritat�a6 I_eiter 1.9 �layd Gosselink Kochelle & Towmsend, P.C. Pebruary 13, 2015 Page 2 It is understood and a6reed that our enga�ement is liinited to the Representation, and our acceptance of this engagement does not imply any undertaking to provide legal services other than those set forth in this letter, Personnel Who 'VVill Be Working on the Matter I will be the altorney in charge of the Representation, and Jose (Joe) de la Puente will be wbrking with mc on the Matter. You may call, write, or e-m1i1 Joe or me whenever you have any qttcstions about the Representation. Otl�e�• firnl personnel, including iitm lawyers and paralegals, will participate in tkle Representation if, in our judgment, their participation is necessary or appropriate. Legal I�'ees and Other Charges Our fees in the Matter will l�e based on the time spent by firm personnel, primarily firm lawyers or paralegals, who participate in tl�e Representation. VJe will charge for all time spent by such personnel in the Representation in increments of tenths of an hour. We charge for time spent in activities including but not liix�ited to the following: telepl�one and of1'ice conferences with clienfs, representatives of clients, opposing counsel, and others; co�lferenees among our attort.ieys and paralegals; factual investi�ation, if needed; legal research; file management; responding to requests from you that we provide iuformation to you or your auditors; drafting lettex�s and other documents; and travel, if needed. Legal fees and costs are di fficult to estimate. Accordingly, we have made no commitment concerning the fees and c1lar�es t11at will be necessary to resolve or coinplete the Representation, altliough we will make every effort to inana�e fees and cosls by working efficiently and cost-effectively. My tiine is billed at the rate of $350.00 per hour and Joe's time is billed at tl�e rate of $325.00 per hour. Other lawyers, paralegals and other personnel may be assigned as necessary to achieve proper staffing. Wc use briefiiig clerlcs, paralegals, iile clerks and other support personnel to perform those tasks not requiring the time of any attor�iey. 1'heir time is billed at an amount determined by the experience oi' the individual, The fore�oing rates may be adjusted annually and, if so, will be noted on your bill. We will submit all out-of-pocket expenses incurred for reimbursemeylt. Usually we ask the client to pay directly all �ling fees, charges for consultants, etc. due to the size of suc}� fees and to avoid the client incurring our overl�ead charge. We endeavor to have a statenient of services rendercd and expenses incurred by the 15th of the following month. Ful] payment is due �n receipt of the statement. Conflicts of Interest Before acccpting the Represeniation, we have undertaken reasonable and customary efforts to determine whether there are any potential conilicts of interest tl�at would bar our frm ii�om representing you in dlc Mat.ler. Additionally, to comply with ihe requirements of Chapter I 76 of the Texas Local Govermncnt Code ("Chapter ] 76"), we have performed an internal conilicts of interest inquiry. Iiased on the information available to us, we are not aware of any poten.tial disqualification or any conflict of interest that would trigger thc requirement to file a disclosure with tl�e City under Chapter 176. Lloyd Gosselink Engagement Leltcr 1.92 February 13, 2015 Page 3 Conclusion This letter and the attached Additional Terr�zs of Engagement constitute the entire terms of the engagement of Lloyd Gosselink Rochelle & Townsend, P.C. in the Representation. These written terms of engagement �a�•� ��c�k +,Kii�jc��°i �c� ��7� c��°�� `�ements or understandin�s, and they can Ue modified only by fu�•tl��x° �+r�'�1.t�� ,x'��i �i�;��1 both by you and Lloyd Gosselink Rochelle & Townsend, P.C. �l��l��;� ��°��r��ly� st�i,�c� i�� terms of engagement, no obligation or undertaking shall be implied on the part of either you or Lloyd Gosselink Rochelle & Townsend, P.C. Please carefully review this document, which includes this letter and the attached Addilional Terms of Engagement. If there are any questions about these ternls of engagement, or if these terms are inaccurate in any way, please let me know immediately. If acceptable, we would appreciate you signing and returning one of the enclosed four originals of this document. Approved As to Legal Form: .. �: ��_w ��.��,��;��_,.. Anita Burgess, City ��'��.�� -�� LT/yl Aitachments ] OGO/48/46G7497 � � ��;,��b ��„ � � � ��„� � � , �w � � � �. �� I _.�.� _ �.� .�.�,.,�_.��,,�_.._.�.,�.. �...n . _r. . Geor e C. C mpbell, ."iti� ��.„c��' �� (� ��L�,�r�� , � � � �� ...� .�..mm_ �m�.�� .� ��..mm Date Lloyd Gossclink Cngagement Leller 1.92 Additeazal Terrms af Engage�rre�it This supplement to our engagement letter sets out addiYional terms of our agreeinent to provide the representatian described in our engagement. Because tllese atlditional terms oi engagement a►'e a part of our agreemerrt to provide legal services, you should review then� carefully and should promptly communicate to us any qt�estions concerning tl�is document. We suggest that you retain this statement of additional terms along witlt our engagement letter and any related documents. The Sco�e of the Representation As lawyers, we undertake to provide representation and advice on thc legal matters for which we are engaged. It is important for our clients to have a clear understandiiig of lhe legal services that we have agreed to provide. 'I'hus, if there are any questions about the scope of the RepresenCation that we are to provide in the Matter, pleasc raise those questions promptly, so that we may resolve the�n at the nutsct of the Representation. Any expressions on our part concerning the autcame of the Representation, ar any other lega] matters, are based on our professional jt�dgment and are not guarantees. Such expressions, even when described as opinions, are uecessarily limited by our knowledge of the facts and t�i•e based on our views of'the stale of the law at the time they arc expressed, Upoit accepting chis engagement on your belialr, Lloyd Gosselink Rochelle & T'ownsend, P.C, agrees to do the following: (1) provide legal counsel in accordance witl� these terms of engagement and the related engagement letter, and in reliance upon information and guidance provided by you; and (2) keep you reasonably infarmed about the status and progress of the Representation. To enable us to provide et'fective representatio�7, you agree to do the following: (1) disclose to us, fully auid accurately and on a Cimely basis, all facts and documents that �re or might be mate�•ial or that we may request, (2) keep us apprised on a timely basis of all develapments relating to the ltepresentation that are or might be material, (3) attend meetings, confereiices, and other praceedings when it is reasonable to do so, and (4) otherwise cooperate fully with us. Our f�rm lias been engaged to provide legal services in connection wii17 the Representation in the Maiter, as specifically defined in our engagement letter. After coniplction of the Representalion in the Matter, changes may occur in the applicable laws or regulations that could affect your futw'e rights and liabilities in regard to the Matter. Unless we are actually engaged after the completion of the Representation to provide additional advice an such issues, the firm has no continuing obligation to give advice with respect to any future legal developmeilts that may pertain to the Matter. It is our policy and your agreement tliat the person or entity that we represent is the one identified in our engagement letter, and that our attorney-client relationship does not include any related persons, employees of the clicnt, or related antities. Who Will P�•ovi�c tlae L�egal Services As our enga�ement letter confirms, Lloyd Gosselink Rochelle & Towttsend, P.C. will represent you in the R�atter. Lloycl Gosselink Rochelle & Townsend, P,C. is a Te:xas professional corporation. Although our firm will be providing legal services, eacf� client of the firm customarily has a relationship principally with one attorney, or pei•haps a fc��v attorneys, AL the same time, liowever, the work required in the Representation, or parts of it, may be performcd by otl�er firm personnel, including lawyers and paralegals. Such delegation may be for lhe purpose of involving other firm personnel with experience in a given area or for the purpose of providing services on an ePticient and timely basis. q'ea�?� 1 ��er;usll7, 2(7t�� Comrnunication and Confidentiality ln keeping wifh technological advancements and the corresponding demands of clients, it is tlie practice of the firm to use elecU�onic (email) cocrespondence from tirne to time to communicate and to transinit documents. As such, the possibility ezists that electconic transmissions could be intercepted or otherwise received by third parties and lose their privileged nature if the met:hod of communication is ruled to lack sufficient confidentiality. As with any correspondence regardin� legal representation, regardless of the manner of transmission, we urge you to use caution in its dissemination in order to protect its confidentiality. By signing Uelow, you agree that we may use email in the scope of the Representation, We cecoguize our obligation to preserve the ca�l��t�,�rq��w�p��^ a��" ��'��y-��`�ro� ��'��n�'��'�n�� ` �''�� the client confidences, as required by thc govcrning ru6a�� x�tl ;��a��'��i�>a��.9 �s��r��c��ilwt:,�a i�'t�r� l��tt�.rc� ix��aO�� transactions, litigation or administrative proceedings or 1��.�.� IaA't��c��#�pt��„�; �r� 'ww�ai�� y�ma' ��'n'� '�1�� "+�� cecord for you in publicly available cecords, we reserve tht, �•�,�8��t �a� i��f��°rorti s�t��'��a':� �.�4"'d"-�� a��t ��'I��'" �„��z��'��C��e� �� you in the Matter and (if likewise reflected or record in �s��i;ro'Qic.l� z��r��6�d�g��l��. r��,��K`�1�� '�1� x"��s��s �1�z�'a►'a�;�! �ir��,�� 5��x specifically direct otherwise, Periodically, the firm is asked to provide a Representative Client List to prospective clients and in various legal directories (e.g., Martindale-Hubbell and the Texas I..egal Directory). Unless you advise us to the contrary, we may disclose to third parties the fact that our frm represents you. Lloyd Gosselink is not requesting authorization to disclose any privileged information obtained during its represcn�ation. llisclaimer Llovd Gosselink Rochelle & Townsend, P.C, has made no promises or guarantees to you about the outcome of the Representation of the Malter, and notl�ing in our cngagement letter or these terms of engagement shall be construed as such a promise or guarantee. 'I'ermination At aiiy time, you may, with or without cause, terminate tlle Representation by notifying us in writing of your intention to do so. Any such terinination of services will nol affect the obligation to pay for legal services rendered and cxpenses and cl�arges incurred before termination, as well as additional services and charges incurred in connection with an orderly transition of the Matter, We are subject to the codes or rules of professional responsibility for the jurisdiclians in wllich we practice, There are several types of conduct or circumstances that could result in our withdrawing from representing a client, including, for example, the following: non-payment of iees or charges; mi:�o��n°��a�r��Mtia�� crs' i��il�i�� C�"a �'9�aulose materia] facts; fraudulent or criminal conduct; action contrary to our advice; �uw�tl ��x��"Ci�t ��9 d�'w�c�'a��d °�w��t}� �a's��ther client. We ti•y to identify in advance and discuss with our clicnts any sil.uation C�� 'u'�«�� ica�� '�� a+�r' "u�"'��in"�'w�`�� A failure by you to n�eet any obligations under these terms of enga�ement shall entitle Lloyd Gosselink Rochelle & Townsend, P.C, to terminate the Representation. L� that event, you will take all steps necessary to release Lloyd Gosselink Rochelle c�"� "'1 ��r��r��9�,s��„ �'•C�. ��I"��rh±�' further obli�ations in the Re��°��.a��i�n �rr tl�� h�1�I��r� including without limitation thc ��c��x��7'� �4'` �,t��,y� �9��tiapry�Fnts necessary to effectuate �xa�� i�1'�+�a'��+�� '�`n"c��a�� 9�u Representation or the Matter. Th� s�i�;�rC r�i` �A�I��y�� +w��A��k Rochelle & 1'ownsend, ��.�"�. �c�� 'i�h��o��arv ot� ��c:�p� circumstailces is in addition to any rights created by statute or recognized by tlie governing rules of profess�onai conduct. Our engagement letter specifically explains our fees for services in the Matter. We will bill on a regular basis, normally each month, for fees and expenses and charges. It is agreed that you will make fu11 payment within thirty (30) days of receiving our statetnent. We may give noYice if an accow�t becomes delinquent, and it is further agreed that any delinquent account must be paid upon the giving of such notice. If the delinquency continues and I''tu�;c � �'Fta�;ar,s•i .T:f, �±�X � you do not arrange satisfactory }�ayment terms, we inay wilhdraw from the Reprasentation. However, any termination by either party may be subject to, or controlled by, orders of a court. Documeut Retention Upon conlpletion of our work on this malier, it is our firm's policy that your original documents (e.g., permits, licenses, deeds, wills, etc.) and other client property be returned within a reasonable period of time. As to any documents so returned, we may elect to keep a copy of the documents in our stored files. Our own fles, including lawyer work product pertaining to the matter, will be retained by the firm. '1'hese firm files include firm administrative records, time and cxpense reports, Uilling and accounting records, and internal work product. Internal work product includes drafts, notes, internal comniunicalions (in both paper and electronic mediums), and legal and factua] research prepared for the interna] use of our firin's lawyers. All docuinents retained Uy the iirm will be transferred to the person responsible for administering our records retention program, For various reas�ns, including the mini�nization of tmnecessary storage expenses, we reserve the right to destroy or otherwise dispose of any such documents or other materials retained by us after the completion of our work without additional notice. Charges for Expenses and Services Our invoices will include amounts for legal services rendered and for otlier expenses and services. Examples of other expenses and services include cllarges for photocopying, tiravel and co�iference expenses, messenger deliveries, computerized research, and otlier electronic transmissions o.r filings. [n addition, we res�rve the right to send to you for direct payment any invoices delivered to us Uy othe��s, including experts and any vendors. Rates for our legal services, expenses and charges are subject to change from time to time and will be noted on your bi(I. In some situations, we can arran�e f'or sucl� services and expenszs to be provided by third parties billed through our billings or by dircct billing to the client. Siandards of.l'rofessionafism and Attorney Complrtiut Information Pursuant to rules promulgated by the Texas Supreine Coui�t and the State f3ar of Texas, we are to advise our clients to the contents of the Texas Lawyer's Crecd, a copy of which is attached. In addition, we are to advise clients that the State Bar of Texas investigates and prosecut.es complaiots of professional n�ia�u�aa��i�� a��r��Y ��t9�aa'ai�y�� licensed in Texas. A brochui•e entitled Atlorne�� Conzplatnt In�ormalion is available in u�G�A° ��'�ic�. iA� �+��sti�� r�re1 i� likewise available upon request. A client that has any questi.ons about the State Bar's disci��lim��rt.v ��°�acc^�:� ,��p��La�� :�1i; tlie Oftice of the General Counscl of the State Bar of Texas at 1-$00-932-1900 toll free. Additiontil 7'erms of [:�.ngngcmen! 1,7 .doc 1'age: 3 iEu�u,st '1.°l, 201 � THE TEXAS LAWYER'S CREED A Mandafie for Professionalism Promulgated by The Supreme Court of Texas and the Court of Criminal Appeals November 7, 1989 I am a lawyer; I am ��tN°�r��i �� Q1�� "�c��l� �f Wf�x�� t�a �areserve and improve our legal system. I am licensed by the Sup��s°�� a�a��k �� T�a��s I r��st t�u�r��c�� abide by the Texas Disciplinary Rules of Professional Condu�C, b�t 9 kr��vw �w�� i�r�fi��iart�fii�� quires 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 ofjustice personal dignity, integrity, and independence. A lawyer should always adhere to the highest principles of professionalism. 1. I am passionately proud of my profession. 7herefore, "My word is my bond." 2. I am responsibte 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. 1. 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. 5. 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 clienYs 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 inediation, arbitration, and other alternative methods of resolving and settling disputes. III. LAWYER TO LAWYER A lawyer owes to opposing counsel, in the conduct of legal trans��ic�r�� i��! t�� u�°�t.�i� �t li�ie��tdc�w�, courtesy, candor, cooperation, and scrupulous observance of all ��r��rr��rrt;s anc� ��a�.�i�a�V ��n�i��"�t�r��i��r,��• III feelings between clients shall not influence a lawyer's conduct, �.�lti��c��„ �r �'�n��'��ar tc�e�vv�r'� ��:��;��n� 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. 5. I will notify opposing counsel, and, if appropriate, the Court or other persons, as soon as practicable, when hearings, depositions, meetings, conferences or closings are cancelled. 6. 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. 1. 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, witnesses, the Court, and members of the Court staff with courtesy and civility and will not manifest by words or conduct bias or prejudice based on race, color, national origin, religion, disability, age, sex, or sexual orientation. 4. I will be punctual. 5. I will not engage in any conduct which offends the dignity and decorum of proceedings. 6. 1 will not knowingly misrepresent, mischaracterize, misquote or miscite facts or authorities to gain an advantage. 7. 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 reenforcement by peer pressure and public opinion, and finally when necessary by enforcement by the courts through their inherent powers and rules already in existence. These standards are not a set of rules that lawyers can use and abuse to incite ancillary litigation or arguments over whether or not they have been observed. We must always be mindful that the practice of law is a profession. As members of a learned art we pursue a common calling in the spirit of public service. We have a proud tradition. Throughout the history of our nation, the members of our citizenry have looked to the ranks of our profession for leadership and guidance. Let us now as a profession each rededicate ourselves to practice law so we can restore public confidence in our profession, faithfully serve our clients, and fulfill our responsibility to the legal system. The Supreme Court of Texas and the Court of Criminal Appeals hereby promulgate and adopt "The 7exas Lawyer's Creed -- A Mandate for Professionalism" described above, In Chambers, this 7th day of November, 1989, The Supreme Court of Texas 7homas R. Phillips, Chief Justice Franklin S, Spears, Justice C. L. Ray, Justice Raul A. Gonzalez, Justice Oscar H. Mauzy, Justice Eugene A. Cook, Justice Jack Hightower, Justice Nathan L. Hecht, Justice Lloyd A, Doggett, Justice The Court of Criminal Appeals Michael J. McCormick, Presiding Judge W. C. Davis, Judge Sam Houston Clinton, Judge Marvin O. Teague, Judge Chuck Miller, Judge Charles F. (Chuck) Campbell, Judge Bill White, Judge M. P. Duncan, III, Judge David A. Berchelmann, Jr., Judge