2000-206\\CH LGL\VOLI\shsreMept\LGL\Our Documents\OrdinmcaWD\euesburger pnce doc
ORDINANCE NO aIJ00 - aan
AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE CONTRACTS
FOR PROFESSIONAL LEGAL SERVICES WITH THE LAW FIRM OF STRASBURGER &
PRICE, IL P AND THE LAW FIRM OF BUCEK & FRANK, L L P TO INITIATE AND
PROSEC I4E LITIGATION AGAINST TXU ELECTRIC & GAS AND PERFORM OTHER
LEGAL ERVICES IN ACCORDANCE WITH THE CONTRACT FOR PROFESSIONAL
LEGAL SERVICES, PROVIDING FOR RETROACTIVE EFFECT, AUTHORIZING THE
EXPENDITURE OF FUNDS THEREFOR, AND PROVIDING AN EFFECTIVE DATE
WHEREAS, the City Council, by Ordinance No 2000-139, authorized the City Attorney
to initiate litigation against TXU Electric & Gas on various franchise issues, and
WHEREAS, the ordinance authorized the City Attorney to seek the assistance of outside
counsel in prosecuting this complex litigation, and
WHEREAS, the City Council deems it in the public interest to authorize the hiring of the
law firm of Strasburger & Price and the law firm of Bucek & Frank to pursue this litigation,
NOW, THEREFORE,
THE CITY COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
SSFCTION 1 That the City Manager is authorized to execute the respective Contracts for
Professional Legal Services, substantially in the form of the attached contracts, which are made a
part of this ordinance for all purposes, with the law firms of Strasburger & Price and Bucek &
Frank to undertake litigation against TXU Electric & Gas and to perform other legal services as
set forth m the attached contracts
F. TION 2 That the City Manager is authorized to perform the obligations and expend
the funds set forth in the attached contracts, including expending funds on any work done by the
firms on the litigation on or after May 10, 2000
SECTION 3 That this ordinance shall become effective immediately upon its passage
and approval
PASSED AND APPROVED this the (01~- day of '2000
EULINE BROCK, MAYOR
S \Our Dccurn m X0rdtnmcm\oo\s a burga pno doe
ATTEST
JENNIFER WALTERS, CITY SECRETARY
BY
APP R AS O LEGAL FORM
HE T L PROUTY, CITY ATTORNEY
BY ~g IIZVI)~IXI~,4'
FROM DENTON CITY ATTORNEY FAX NO i 9403027923
F W.,"OLOOOW Tk,rw~a`SaFSrtu ' 6 hM lz
STATE OF TEXAS
COUNTY OF DENTON
CONTRACT FOR PROFESSIONAL LEGAL SERVICES
TIJIS AGREEMENT, made and entered Into this the 664-N day of
Highway I I~Weestt,, Smite 200, Grapevine, Texas 760511, hereinafter) referred to as "Consultant,
and the City of Denton, Texas, a Texas municipal corporation, 215 East McKinney, Denton,
Texas 76201, hereinafter referred to as "City"
WHEREAS, City finds it necessary and appropriate to employ outside legal counsel to
perform professional legal services ut bcveral speciahred areas of law pertaining to the filing of
littationj against TXU Gas and TXU Electric to collect delinquent franchise fees and obtain a
deterrminat on that TXL Electric cannot operate within the City without obtaining a franchise or
other consent from City, and
WHEREAS, Consultant, n connection with this engagement, will work cooperatively
and under the direction of the law firm of Strasburger & Price, L L P , and
WHEREAS, Consultant is willing to perform such services in a professional manner as
an independent contractor, and
WHEREAS, City desires to engage Consultant to render the professional services in
connection therewith, and it is willing to provide such services, and
NOW, THEREFORE in consideration of the promises and the mutual obligations
covenants contained herein, the parties hereto do hereby agree as follows
I &QU of Sri ce Consultant shall perform the following services in a
professional manner working as an independent contractor not under the direct supervibion and
conttoliof City
A Consultant shall perform all thoac professional services set forth in its proposal to
City dated May 1, 2000 and replaced by the proposal of May 30, 2000 which is incorporated
herein iby reference It is understood that Consultant shall work with and be under the direction
of the Iaw firm of Strasburger and Price to assist it with the solicitation of other cities to join
litigation, in discovery, mediation, and coordination of the litigation, in accordance with
Consultant's letter of proposal and to perform other tasks as may be assigned by Strasburger
Price Consultant shall work directly under the direction and control of Strasburger & Price, but
shall bill City directly for its services and shall be paid for those services directly by City
Contract For Prnfcw anal Legal Services - P49c 1
FRONS DENTON CITY ATTORNEY FAX NO 1 9403827923
1♦RY(QQt01'Ifl'OW Dx 'cw'Wwxaa t 1,sA"
B Consultant shall, upon reasonable request, brief the City Council, the City Manager,
the Assistant City Manager/Fiscal and Mumcmpal Services, and the Director of Electric Utilities
on the progress of the litigation, and shall work closely with the City Attorney's office in
coordinate and prosecuting the litigation
C Consultant shall make all reasonable efforts to perform all the professional services
provided for by this Contract in a timely fashion, and shall complete same in accordance with the
provisions of Section 2
2 I= Consultant and City agree that the term of this Contract shall be effective
as of Juno 6, 2000 This Contract shall terminate upon the earlier of the completion of the
professional services contemplated hereby or the exhaustion of the funds provided hereby This
Contract may be sooner terminated in accordance with the provisions hereof Time is of the
essence of this Contract In the event that this engagement becomes inactive for a period of one
year, or if Consultant has no occasion to perform any legal services in connection with this
matter for a period of one year, this engagement shall be deemed terminated unless Consultant
and City otherwise agree in writing
Consultant shall charge the following fees for its professional services hereunder, based
on the following hourly billing rates for the attorneys and support staff involved in this matter
Attorney Mike Bucek $125 00/hour
Attorney Wayne Paul Frank $125 00/hour
Attorney Robert Diaz
There will be no travel time billed for travel between Denton and Grapevine Travel time
to other cities that are solicited to loin the litigation will be billed one-way Billable hours per
week will not exceed 40 hours, and billable hours per month will not exceed 120 hours All
other expenses and fees shall be billed in accordance with Consultant s letter of proposal, except
where otherwise expressed in this Contract
D Consultant agrees that as additional cities loin the litigation and agree to share the
casts d expenses, this Contract will be amended to provide for the payment of the fees of
Consultant through an apportioniricnt among the vanous plaintiff cities on a per capita or other
rcason#blc basis Consultant and City also rcaerve the right to renegotiate the fees in the event
the lo'idor of additional plaintiff-cities in the litigation causes an increase in the amount of
servic necessary to successfully prosecute the litigation and perform the legal services or in the
event that intensive defense and other litigation tactics by TXU require additional services not the
Reg
tion
the lead city m the
of t as c o bai c l~esipthat) atn thct litigation a heuC ty of Dienton tshall rrema nless
Contract Foi Professimal Legal Services - Page 2
NCH LGUVOLI\.hue"W\LGLlO. Dorn uiCmn \0mBoak & FMk doe
litigation and shall be on any steering committee that makes key decisions regarding the
litigation strategy
E Consultant's rates shall remain constant and shall not be adjusted during the term of
this Contract Consultant shall bill attorney time at minimum one-tenth ( 1) hour increments
Consultant will be billing City individually for payment and shall use their best efforts to
coordinate efforts so there will not be any duplication of the billing
F Consultant will try to reduce costs whenever feasible by utilizing qualified partners,
associates, paralegals, and support staff Consultant shall bill the City through the submission
of itemized invoices, statements, and other documentation, together with supporting data
indicating the progress of the work and the services performed on the basis of monthly
statements showing hourly rates indicating who performed the work, what type of work was
done, and descriptions and/or details of all services rendered, along with specific description
and supporting documentation, if available, respecting any reasonable and necessary out-of-
pocket expenses incurred City intends to pay all undisputed items set forth on any itemized
invoice or statement issued hereunder within 30 days of receipt of same from Consultant In the
event that City disputes or protests any item of an itemized invoice or statement issued by
Consultant under this Contract, it will promptly notify Consultant in writing, within 30 days
after its receipt of the itemized invoice or statement, specifically describing the item(s) protested
or disputed, and its reason(s) for protesting or disputing the item(s) Pending resolution of such
dispute, City may withhold payment respecting the disputed item(s) only, and shall otherwise
timely pay the remaining undisputed amounts billed to it
G Consultant and City agree that all charges for the legal services provided under this
Contract, including all professional services rendered by Consultant, and including direct out-of-
pocket expenses, shall not exceed fifty thousand dollars ($50,000 00)
H Consultant anticipates that it will make various disbursements and incur various
internal costs in connection with this engagement, including the payment of witness fees In
accordance with its usual practice, City and Consultant agree that disbursements to third parties
for local transportation and travel, postage, messengers, commercial printing services, bulk
photocopying charges, and other such miscellaneous items, shall be billed to City at actual cost
Air travel by Consultant shall be reimbursed to the extent of the applicable coach airfare
I Consultant shall bill internal support services to City either on a direct-cost basis
(which includes a reasonable allocation of overhead directly associated with the provision of
service, or in accordance with their standard rates Delivery services, express mail and related
couriers, and long-distance telephone expenses are charged at or below the direct cost of the
particular service The following support services are charged by Consultant on a flat-rate
basis Outgoing telecopier services are charged at $1 50 per page, which also includes all costs
for long-distance transmission There is no charge for incoming telecopies to Consultant
Photocopies shall be charged to City at the rate of ten cents per page, if the copies are made at
Consultant's facilities Computerized legal research is charged at a 20% discount from the
computer companies' standard published rate schedules
Contract For Professional Legal Ser%ices - Page 3
\\CII LGL\VOLI4hw*Ndpt"LWWOoc U\C-tr WBwsk@Fmkdoe
J The parties anticipate invoices or statements for services will be generated on a once-
monthly basis by Consultant once they have begun providing services and incurring expenses
on the protect at the direction of Consultant Consultant shall send invoices or statements to
City on or about the 15a' day of each month City shall make payment to Consultant within 30
days of the receipt of an itemized invoice or statement All invoices and bills shall be approved
for payment by the City Attorney
K It is understood that Consultant shall work under the direction and oversight of the
City Attorney
L All notices, billing statements and invoices shall be made in writing and may be given
by personal delivery or by marl Notices and invoices sent by mail shall be addressed to
Herbert L Prouty, City Attorney, 215 East McKinney, Denton, Texas 76201, as to the City
Notices sent by mail shall be addressed to Mike Bucek, Bucek & Frank, 2250 State Highway
114 West, Suite 200, Grapevine, Texas 76051 When so addressed, the notice, invoice, and/or
payment shall be deemed given as of three days after its deposit in the United States mail,
postage prepaid In all other instances, notices, invoices, and/or payments shall be deemed
given at the time of actual delivery Changes may be made in the names and addresses of the
responsible person or office to whom notices, invoices, and/or payments are to be sent, provided
reasonable written notice is given
4 Professional Competency
A Consultant agrees that in the performance of these professional services, it shall be
responsible for the level of competency and shall use the same degree of skill and care presently
maintained by other practicing professionals performing the same or similar types of work For
purposes of this Contract, the key person who will serve as City's point of contact, who is also
responsible for coordinating Consultant's work on the project shall be Mike Bucek, a partner of
Consultant However, nothing herein shall restrict Consultant and from using other qualified and
competent members of its firm, to perform the services provided for herein, provided that such
delegation of work avoids unnecessary duplication of services or expenses, and reasonably
serves City's best interests
B All legal documents as well as any legal opinions prepared or obtained under the
terms of this Contract are instruments of service and City shall retain ownership and a property
interest therein If this Contract is terminated at any time for any reason prior to payment to
Consultant for work under this Contract, all such documents prepared or obtained under the
terms of the Contract shall upon termination be delivered to and become the property of City
upon request and without restriction on their use or further compensation to Consultant
5 Establishment and Maintenance of Records Full and accurate records shall be
maintained by Consultant at their respective places of business with respect to all matters
covered by this Contract Such records shall be maintained for a period of at least three years
after receipt of final payment under this Contract
Contract For Professional Legal Sen ices - Page 4
1W11 LGUVOL1WWa`depILLOUO" Dow OCmuau`LW9 k&Fmk doe
6 Audits and Ins ep ction At any time during normal business hours and upon
reasonable, notice to Consultant, there shall be made available to City all of Consultant's records
with respect to all matters covered by this Contract Consultant shall permit City to audit,
examine, and to make excerpts, copies, or transcripts from such records, and to make audits of
contracts, invoices, materials, and other data relating to all matters covered by this Contract
7 AccoWlishment of Proiect Consultant shall commence, carry on, and complete
any and all projects with all practicable dispatch, in a sound, economical and efficient manner,
and, in accordance with the provisions hereof and all applicable laws In accomplishing the
project, Consultant shall take such steps as are appropriate to ensure that the work involved is
properly coordinated with related work being carried on by City Consultant shall also take all
reasonable steps to protect the confidentiality of City's documents, materials, and information
that is of a sensitive, competitive, proprietary, or confidential nature, consistent with applicable
law concerning professional ethics and responsibility, realizing the value of such information to
City
g Conflicts of Interest/Consent of Denton City acknowledges and agrees that
Consultant shall remain free to represent existing or new clients in other matters that are not
substantially related to the representation specified in this Contract, and which would not involve
any use by Consultant (unless City consents) of any confidential information Consultant have
obtained from City in this representation If the interests of any other clients in such matters may
be adverse to City's interests, Consultant shall disclose that fact to City City may then authorize
such continued representation where the matters are not substantially related to the subject of the
present engagement, do not involve any use by Consultant (unless City consents) of any
confidential information that Consultant have obtained from City during this engagement, and
such representation will not adversely affect the prosecution of litigation under this Contract If
City fails to authorize such continued representation, Consultant agree to discontinue
representation of such clients
9. Indemnity and Independent Contractor Relationship
A Consultant shall perform all services as an independent contractor not under the direct
supervision and control of City Nothing herein shall be construed as creating a relationship of
employer and employee between the parties
$ City and Consultant agree to cooperate in the defense of any claims, action, suit, or
proceeding of any kind brought by a third party which may result from or directly or indirectly
arise from any negligence and/or errors or omissions on the part of Consultant or from any
breach of Consultant's obligations under this Contract In the event of any litigation or claim
under this Contract in which Consultant is joined as a party, Consultant shall provide suitable
counsel~to defend City and Consultant against such claim, provided Consultant shall have the
right to proceed with the competent counsel of its own choosing Consultant agrees to defend,
indemnify and hold harmless City and all of its officers, officials, agents, servants, and
employees against any and all such claims to the extent of coverage by Consultant's professional
liability,policy Consultant agrees to pay all expenses, including but not limited to attorney' fees,
and to satisfy all judgments which may be incurred or rendered against Consultant's professional
Contract For Professional Legal Services - Page 5
NUN LGLiVOLIWua"W%LGLW" tboum UXCWu W liumk&Fmk dw
liability insurance policy Nothing herein constitutes a waiver of any rights or remedies City
may have to pursue either at law or in equity, including, without limitation, a cause of action for
damages or loss to City, resulting from Consultant's negligent errors or omissions, or breach of
contract, and all such rights and remedies are hereby expressly reserved
C I Consultant shall maintain and shall be caused to be in force at all times during the
term of tNs Contract, a legally binding policy of professional liability insurance, listed by Best
Rated Carriers, with a rating of "A-" or above, issued by an insurance carrier approved to do
business in Texas by the Texas Department of Insurance Such coverage shall cover any claim
hereunder occasioned by Consultant's negligent professional act, error or omission, in an amount
not less than five hundred thousand dollars ($500,000 00) combined single limit coverage per
occurrence In the event of change or cancellation of the policy by the insurer, Consultant
hereby covenants to immediately advise City thereof, and in such event, Consultant shall, prior
to the effective date of change or cancellation, deliver a copy of a substitute policy furnishing the
same coverage Consultant shall provide a copy of such policy as well as the declarations page
of the policy, to City through its City Attorney, simultaneously with its execution of this
Contract '
10 Termination of Agreement
A In connection with the work outlined in this Contract, it is agreed and fully
understood by Consultant that City may cancel or indefinitely suspend further work hereunder or
terminate this Contract, with or without cause, at any time upon 20 days written notice to
Consultant and Consultant shall immediately cease all work being performed under this
Contract, ;unless otherwise instructed by City Consultant may terminate this Contract by giving
City 20 days written notice that Consultant is no longer in a position to continue representing
City Consultant shall invoice City for all work satisfactorily completed and shall be
compensated in accordance with the terms of this Contract All reports and other documents, or
data, or work related to the project shall become the property of City upon termination of this
Contract
B, This Contract may be alternatively terminated, in whole or in part, in writing, by either
party, in the event of substantial failure by the other party to fulfill its obligations under this
Contract through no fault of the terminating party Provided, however, that no such termination
may be affected, unless the other party is given [1] written notice (delivered by certified mail,
return receipt requested) of intent to terminate, and not less than 30 calendar days to cure the
failure, and [2] an opportunity for consultation with the terminating party prior to termination
C Nothing contained herein or elsewhere in this Contract shall require City to pay for
any work which is unsatisfactory, which has been protested by the City in accordance with the
provisions of Article 3 B above, or which is not submitted in compliance with the terms of this
Contract
11 Alternate Dispute Resolution Consultant and City agree that, if necessary, they
will use their best efforts to resolve any disputes that might arise between them regarding the
Contract ror Professional Legal Services - Page 6
W11 LGL\VOLIWWC"cPt\LGL\OW Docune Cmtr \D"Ucgk & FMkdm
Contract through the use of mediation or other forms of alternate dispute resolution as are set
forth in Chapter 154 of the Texas Civil Practice and Remedies Code (V A T C S )
12 Entire Agreement This Contract represents the entire agreement and
understanding between the parties, and any negotiations, proposals, representations, or oral
agreements are intended to be integrated herein and to be superseded by this written Contract
Any supplement or amendment to this Contract to be effective shall be in writing and signed by
the duly-authorized officers and officials of Consultant and City
13 Compliance with Laws The parties shall comply with all federal, state, and local
laws, rules, regulations, and ordinances applicable to the work covered hereunder as they may
now read or hereafter be amended
14, Governing Law For the purpose of determining place of agreement and law
governing, same, this Contract is entered into in the City and County of Denton, State of Texas,
and shall be governed by the laws of the State of Texas Venue and jurisdiction of any suit or
cause of action ansing under or in connection with this Contract shall be exclusively in a court of
competent jurisdiction sitting in Denton County
15 Discrimination Prohibited In performing the services required hereunder,
Consultant shall not discriminate against any person on the basis of race, color, religion, sex,
national origin or ancestry, age, or physical handicap
16 Personnel
A Consultant represents it has or will secure at its own expense all personnel required to
perform all the services required under this Contract Such personnel shall not be employees or
have any contractual relations with City Consultant shall inform City of any conflict of interest
or potential conflict of interest that may anse during the term of this Contract, in accordance with
Consultant's responsibilities under the Texas Disciplinary Rules of Professional Conduct, as the
same may now read or be hereafter amended
B All services required hereunder will be performed by Consultant or under
Consultant's direct supervision All personnel engaged in work shall be qualified and shall be
authorized, permitted, or licensed under applicable state and local laws to perform such services
17 Assikriability Consultant shall not assign any interest in this Agreement and shall
not transfer any interest in this Contract (whether by assignment, novation, or otherwise)
without the prior written consent of City thereto
is Severability All agreements and covenants contained herein are severable, and in
the event any of them, with the exception of those contained in section headed "Scope of
Services", and "Compensation and Method of Payment" hereof, shall be herd to be invalid by
any court of competent jurisdiction, this Contract shall be interpreted as though such invalid
agreements or covenants were not contained herein
Contract For Professional Legal Services - Page 7
Mi LGL\VOLIbhwcMtO\(iL\O"DxummuTmtrx4` BU"k&Prankdw
19I R~gonsibilities for Claims and Liability Approval by City shall not constitute
nor be deemed a release of the responsibility and liability of Consultant for the accuracy and
competency of its work, nor shall such approval be deemed to be an assumption of such
responsibility of City for any defect in any report or other documents prepared by Consultant,
their attorneys and employees
20 Modification of Agreement No waiver or modification of this Contract or of any
covenant, condition, or limitation herein contained shall be valid unless in writing and duly
executed by the party to be charged therewith No evidence of any waiver or modification shall
be offered or received in evidence in any proceeding arising between the parties hereto out of or
affecting this contract, or the rights or obligations of the parties hereunder, unless such waiver or
modification is in writing, duly executed as aforesaid The parties further agree that the
provisions of this Article shall not be waived as herein set forth
21. Captions The captions of this Contract are for informational purposes only and
shall not in any way affect the substantive terms or conditions of this Contract
22 Binding Effect This Contract shall be binding upon and inure to the benefit of
the parties hereto and their respective legal representatives, successors, and assigns where
permitted by this Contract
IN WITNESS HEREOF, the City of Denton, Texas, has executed this Contract in four
original counterparts by and through its duly authorized City Manager, Consultant has executed
this Contract by and through its duly authorized undersign c artner, ha xecuted this Contract
by and through its duly authorized partner, dated this the 417 day of 2000
ATTEST;
JENNIFER WALTERS, CITY SECRETARY
By
ED AS TO LEGAL FORM
T L PROUTY, CITY ATTORNEY
By
CITY OF DENTON, TEXAS
By
J#L'VAZ,0W K ANAGER
Contract For Professional Legal Services - Page 8
%~CH LGL\VOLNhw,04. M.G \O. D.N\Cmk \WB c k k Fr ku
BUCEK & FRANK, L L P
By S:j,-Z
MIKE 13UCEK, PARTNER
Contract For Professional Legal Services - Page 9
Bucek & Frank, L L P
Attorney at Law
2250 State Hwy 114 West, Suite 200
Grapevine, Texas 76051
Phone (817) 949-2161
Fax (817) 906-2043
May 30, 2000
VIA FACSIMILE NO 940-382-7923
Mr Herbert L Prouty
City Attorney
City of Denton
215 East McKinney
Denton, Texas 76201
Re Professional Legal Services Regarding/Contemplated Litigation Against TXU
Electric & Gas
Dear Herb
This proposal preempts any prior oral or written offer from our firm regarding the above
referenced subject matter Our firm would be agreeable to associating with Strasburger
& Price, L L P in the above endeavor to seek sister cities to join and remain in a multi-
city case and to perform duties quite similar to those I performed during the 21-cities
litigation against GTE In addition to soliciting cities, this process would include, but not
be limited to, assisting Strasburger & Price in the receipt of information from the cities in
response to discovery requests from TXU, keeping the cities in the case informed on the
status of the litigation, coordinating mediation efforts of the trial firm and TXU with the
cities, as well as assisting Strasburger & Price with trial preparation, strategy and the
presentation of the case The manner in which these tasks shall be accomplished will be
determined by Strasburger & Price in concert with the City Attorney
Our fee would be $125 00 per billable hour with no charge for travel between Denton and
Grapevine Travel time to sister cities from Grapevine would be billed one-way Our
billable hours per week would not exceed 40 hours and our billable hours per month
would not exceed 120 hours
Long Distance, Postage and Conner fees and travel expenses outside DFW area will be
billed at the firm's cost Outgoing faxes are charge at $125 per page, which includes all
costs for long-distance transmission There is no charge for incoming faxes to our firm
Copies of documents shall be charged at $ 10 per page if copied in our office
I have enclosed the resumes of Wayne Paul Frank and myself as well as the resume of
Robert E Diaz, who is of counsel to our firm, for your perusal
Page 2
May 30, 2000
Should you have any questions concerning our proposal, please give us a call
Sincerely yours,
BUCEK & FRANK, L L P
By c- j
Michael A Bucek
Enclosures
WH LGL\V0LNh=d\dep1XAL\0ur Documenu\COntmcuWOWmbuqu pnce doc
STATE OF TEXAS
COUNTY OF DENTON
CONTRACT FOR PROFESSIONAL LEGAL SERVICES
THIS AGREEMENT, made and entered into this the day of
2000, by and between Strasburger & Price, L L P , a limited liability partner p, 901 Mam
Street, Suite 4300, Dallas, Texas 75202-3794, hereinafter referred to as "Consultant", and the
City of Denton, Texas, a Texas municipal corporation, 215 East McKinney, Denton, Texas
76201, hereinafter referred to as "City"
WITNESSETH
WHEREAS, City finds it necessary and appropriate to employ outside legal counsel to
perform professional legal services in several specialized areas of law pertaining to the filing of
litigation against TXU Gas and TXU Electric to collect delinquent franchise fees and obtain a
determination that TXU Electric cannot operate within the City without obtaining a franchise or
other consent from City, and
WHEREAS, Consultant, in connection with this engagement, will work cooperatively
with the law firm of Bueek & Frank, L L P to support Consultant in the limited area of meeting
with other cities which are interested in joining the City in this litigation, to assist in coordinating
the litigation, and in mediation, and
WHEREAS, Consultant is willing to perform such services in a professional manner as
an independent contractor, and
WHEREAS, City desires to engage Consultant to render the professional services in
connection therewith, and they are willing to provide such services, and
NOW, THEREFORE, in consideration of the promises and the mutual obligations
covenants contained herein, the parties hereto do hereby agree as follows
1 Scope of Services Consultant, shall perform the following services in a
professional manner working as an independent contractor not under the direct supervision and
control of City
A Consultant shall serve as lead outside legal counsel to City and provide legal services
to assist City in filing and prosecuting litigation against TXU Electric & Gas ("TXU") to collect
any delinquent franchise fees found to be owing City by TXU through the audits of Diversified
Utility Consultants, Inc, and as may be otherwise determined to be due and owing as a result of
discovery and the litigation Consultant shall also serve as lead counsel to file and initiate
litigation against TXU Electric to obtain a judicial ruling that TXU Electric is operating illegally
within the City without a franchise or similar consent to operate from City's governing body
Consultant shall take all action necessary to successfully prosecute the litigation, including
seeking injunctive relief, declaratory judgment relief, or any other legal or equitable remedy
Contract For Professional Legal Services - Page 1
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against TXU Consultant shall seek reimbursement for court costs, expert witness, and
attorneys' fees Consultant agrees that this litigation shall be filed within 30 days of the effective
date of this Contract unless the City Attorney agrees to an extension of time for filing
B Consultant shall perform all those professional services set forth in its proposal to
City dated May 4, 2000 and entitled "A Proposal to Serve as Counselor for Litigation Regarding
TXU Fiatichise Fees to the City of Denton", which is incorporated herein by reference
Consultant shall work with the law firm of Bucek & Frank L L P to meet with other cities which
are interested in joining the litigation, in discovery, mediation, and coordination of the litigation,
in accordance with Bucek & Frank, L L P 's letter proposal of May 1, 2000, which is
incorporated herein by reference and such other tasks as may be assigned by Consultant It is
understood and agreed that Bucek & Frank shall work under the direction of Consultant, but that
Bucek & Frank shall bill City directly under their separate contract for its services and shall be
paid for these services directly by City Consultant is not responsible for the actions or services
of Bucek & Frank
C Consultant shall, upon reasonable request, brief the City Council, the City Manager,
the Assistant City Manager/Fiscal and Municipal Services, and the Director of Electric Utilities
on the progress of the litigation, and shall work closely with the City Attorney's office in
coordinating and prosecuting the litigation
D Consultant shall make all reasonable efforts to perform all the professional services
provided for by this Contract in a timely fashion, and shall complete same in accordance with the
provisions of Section 2
2 Term Consultant and City agree that the term of this Contract shall be effective
as of June 6, 2000 This Contract shall terminate upon the earlier of the completion of the
professional services contemplated hereby or the exhaustion of the funds provided hereby This
Contract may be sooner terminated in accordance with the provisions hereof Time is of the
essence of this Contract In the event that this engagement becomes inactive for a period of one
year, or if Consultant has no occasion to perform any legal services in connection with this
matter for a period of one year, this engagement shall be deemed terminated unless Consultant
and City otherwise agree in writing
3 Co=ensation and Method of Payment
Consultant shall charge the following fees for its professional services hereunder, based
on the following hourly billing rates for the attorneys and support staff involved in this matter
Attorney David LaBrec $275 00/hour
Attorney Ed Walts $265 00/hour
Attorney Katie Anderson $185 00/hour
Attorney Amie Dutta Richardson $160 00/hour
Any other attorneys or legal support staff of Consultant working on the case will bill at
their usual hourly rates, except no hourly rates shall exceed $350 00 per hour
Contract For Professional Legal Services - Page 2
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A Consultant agrees that as additional cities loin the litigation and agree to share the
costs and expenses, this Contract will be amended to provide for the payment of the fees of
Consultant through an apportionment among the various plaintiff-cities on a per capita or other
reasonable basis agreed to by the cities Consultant and City also reserve the right to renegotiate
the fees in the event the joinder of additional plaintiff-cities in the litigation causes an increase in
the amount of services necessary to prosecute the litigation and perform the legal services or in
the event that intensive defense and other litigation tactics by TXU require additional services
not reasonably anticipated at the time of the execution of this Contract Regardless of the
number of additional cities that join the litigation, the City of Denton shall remain the lead city in
the litigation and shall be represented on any steering committee that makes key decisions
regarding the litigation strategy
B Consultant's rates shall remain constant and shall not be adjusted for one year from
the effective date of the Contract Consultant shall bill attorney time at minimum one-tenth ( 1)
hour mciements Consultant will be billing City individually for payment and shall use their best
efforts to coordinate efforts so there will not be any duplication of the billing
C Consultant will try to minimize costs whenever feasible by utilizing qualified
partners, associates, paralegals, and support staff Consultant shall bill the City through the
submission of itemized invoices, statements, and other documentation, together with supporting
data indicating the progress of the work and the services performed on the basis of monthly
statements showing hourly rates indicating who performed the work, what type of work was
done, and descriptions and/or details of all services rendered, along with specific description
and supporting documentation, if available, respecting any reasonable and necessary out-of-
pocket expenses incurred City will pay all undisputed items set forth on any itemized invoice
or statement issued hereunder within 30 days of receipt of same from Consultant In the event
that City disputes or protests any item of an itemized invoice or statement issued by Consultant
under this Contract, it will promptly notify Consultant in writing, within 30 days after its receipt
of the itemized invoice or statement, specifically describing the item(s) protested or disputed,
and its reason(s) for protesting or disputing the item(s) Pending resolution of such dispute,
City may withhold payment respecting the disputed item(s) only, and shall otherwise timely pay
the remaining undisputed amounts billed to it
D Consultant and City agree that all charges for the legal services provided under this
Contract, including all professional services rendered by Consultant, and including direct out-of-
pocket expenses, shall not exceed three hundred thousand dollars ($300,000 00) Consultant
shall not be further obligated to work on this matter once this limit is exhausted, subject to
applicable ethical obligations and court orders, unless the City agrees to increase Consultant's
compensation in accordance with this Contract
E Consultant anticipates that it will make various disbursements and incur various
internal costs in connection with this engagement, including the payment of witness fees,
excluding court reporter, expert witness and similar fees In accordance with Consultant's usual
practice, City and Consultant agree that disbursements to third parties for local transportation
and travel, postage, messengers, commercial printing services, bulk photocopying charges, and
Contract For Professional Legal Services - Page 3
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other such miscellaneous items, shall be billed to City at actual cost Air travel by Consultant
shall be reimbursed to the extent of the applicable coach airfare
F Consultant shall bill internal support services to City either on a direct-cost basis
(which includes a reasonable allocation of overhead directly associated with the provision of
service) or in accordance with their standard rates Delivery services, express mail and related
couners, and long-distance telephone expenses are charged at or below the direct cost of the
particular service to the extent that Consultant can determine The following support services
are charged by Consultant on a flat-rate basis Outgoing telecopier services are charged at
$1 50 per page, which also includes all costs for long-distance transmission There is no charge
for incoming telecopies to Consultant Photocopies shall be charged to City at the rate of ten
cents per page, if the copies are made at Consultant's facilities
G The parties anticipate invoices or statements for services will be generated on a once-
monthly basis by Consultant once they have begun providing services and incurring expenses
on the project at the direction of Consultant Consultant shall send invoices or statements to
City on or about the 151h day of each month City shall make payment to Consultant within 30
days of the receipt of an itemized invoice or statement All invoices and bills shall be approved
for payment by the City Attorney
H It is understood that Consultant shall work under the instruction of the City Attorney
I All notices, billing statements and invoices shall be made in writing and may be given
by personal delivery or by mail Notices and invoices sent by mail shall be addressed to
Herbert L Prouty, City Attorney, 215 East McKinney, Denton, Texas 76201, as to the City
Notices sent by mail shall be addressed to David LaBrec, Strasburger & Price, 901 Main Street,
Suite 4300, Dallas, Texas 75202-3794 When so addressed, the notice, invoice, and/or payment
shall be deemed given as of three days after its deposit in the United States marl, postage
prepaid In all other instances, notices, invoices, and/or payments shall be deemed given at the
time of actual delivery Changes may be made in the names and addresses of the responsible
person or office to whom notices, invoices, and/or payments are to be sent, provided reasonable
written notice is given
4 Professional Competency
A Consultant agrees that in the performance of these professional services, it shall be
responsible for the level of competency and shall use the same degree of skill and care presently
maintained by other practicing professionals performing the same or similar types of work For
purposes of this Contract, the key person who will serve as City's point of contact, who is also
responsible for coordinating Consultant's work on the project shall be David LaBrec, a partner of
Consultant However, nothing herein shall restrict Consultant and from using other qualified and
competent members of its firm, to perform the services provided for herein, provided that such
delegation of work avoids unnecessary duplication of services or expenses, and reasonably
serves City's best interests
B All legal documents as well as any legal opinions prepared or obtained under the
terms of this Contract are instruments of service and City shall retain ownership and a property
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interest therein If this Contract is terminated at any time for any reason prior to payment to
Consultant for work under this Contract, all such documents prepared or obtained under the
terms of the Contract shall upon termination be delivered to and become the property of City
upon request and without restriction on their use or further compensation to Consultant
5 Establishment and Maintenance of Records Full and accurate records shall be
maintained by Consultant at their respective places of business with respect to all matters
covered by this Contract Such records shall be maintained for a period of at least three years
after receipt of final payment under this Contract
6 Audits and Inspection At any time during normal business hours and upon
reasonable notice to Consultant, there shall be made available to City all of Consultant's records
with respect to all matters covered by this Contract with respect to this City (but not other cities
that may join in the litigation that is the subject of this Contract) Consultant shall permit City to
audit, examine, and to make excerpts, copies, or transcripts from such records, and to make
audits of contracts, invoices, materials, and other data relating to all matters covered by this
Contract
7 Accomplishment of Protect Consultant shall commence, carry on, and complete
any and all projects, in a sound, economical and efficient manner, and, in accordance with the
provisions hereof and all applicable laws In accomplishing the project, Consultant shall take
such steps as are reasonably appropriate to coordinate its work with related work being carved
on by City Consultant shall also take all reasonable steps to protect the confidentiality of City's
documents, materials, and information that is of a sensitive, competitive, proprietary, or
confidential nature, consistent with applicable law concerning professional ethics and
responsibility, realizing the value of such information to City
8 Conflicts of Interest/Consent of Denton City acknowledges and agrees that
Consultant shall remain free to represent existing or new clients in other matters that are not
substantially related to the representation specified in this Contract, and which would not involve
any use by Consultant (unless City consents) of any confidential information Consultant have
obtained from City in this representation If the interests of any clients in matters arising after
the date hereof ("new matters") may be adverse to City's interests, Consultant shall disclose that
fact to City City may then authorize representation of such new matters where the matters are
not substantially related to the subject of the present engagement, do not involve any use by
Consultant (unless City consents) of any confidential information that Consultant have obtained
from City during this engagement, and such representation will not adversely affect the
prosecution of litigation under this Contract If City does not respond within fifteen (15) days,
City shall be deemed to have agreed to such representation If City fails to authorize such
continued representation, Consultant agrees to discontinue representation of such clients in such
new matters
9 Indemnity and IndgVendent Contractor Relationship
A Consultant shall perform all services as an independent contractor not under the direct
supervision and control of City Nothing herein shall be construed as creating a relationship of
employer and employee between the parties
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B City and Consultant agree to cooperate in the defense of any claims, action, suit, or
proceeding of any kind brought by a third party which may result from or directly or indirectly
arise from any negligence and/or errors or omissions on the part of Consultant or from any
breach of Consultant's obligations under this Contract Consultant agrees that it shall remain
responsible to City for any errors or omissions in or breach of its performance hereunder,
consistent with its obligations under subsection C immediately below Nothing herein
constitutes a waiver of any rights or remedies City may have to pursue either at law or in equity,
including, without limitation, a cause of action for damages or loss to City, resulting from
Consultant's negligent errors or omissions, or breach of contract, and all such rights and
remedies are hereby expressly reserved
C Consultant shall maintain and shall cause to be in force at all times during the term of
this Contract, a legally binding policy of professional liability insurance covering any claim
hereunder occasioned by Consultant's negligent professional act, error or omission, in an amount
not less than one million dollars ($1,000,000 00) combined single limit coverage per occurrence
In the event of change or cancellation of the policy by the insurer, Consultant hereby covenants
to immediately advise City thereof, and in such event, Consultant shall, prior to the effective date
of change or cancellation, deliver a copy of a substitute policy furnishing the same coverage
Consultant shall provide a copy of the declarations page of the policy, to City through its City
Attorney, simultaneously with its execution of this Contract
10 Termination of Aereement
A In connection with the work outlined in this Contract, it is agreed and fully
understood by Consultant that City may cancel or indefinitely suspend further work hereunder or
terminate this Contract, with or without cause, at any time upon 20 days written notice to
Consultant, and Consultant shall immediately cease all work being performed under this
Contract, unless otherwise instructed in writing by City or by court order Consultant may
terminate this Contract by giving City 20 days written notice that Consultant is no longer in a
position to continue representing City Consultant shall invoice City for all work satisfactorily
completed and shall be compensated in accordance with the terms of this Contract All reports
and other documents, or data, or work related to the project shall become the property of City
upon termination of this Contract
B This Contract may be alternatively terminated, in whole or in part, in writing, by either
party, in the event of substantial failure by the other party to fulfill its obligations under this
Contract through no fault of the terminating party Provided, however, that no such termination
may be effected, unless City or Consultant is given [1] written notice (delivered by certified
marl, return receipt requested) of intent to terminate, and not less than 30 calendar days to cure
the failure, and [2] an opportunity for consultation with the terminating party prior to
termination
C Nothing contained herein or elsewhere in this Contract shall require City to pay for
any work in accordance with the provisions of Article 3 above which has been protested by the
City, or which is not submitted in compliance with the terms of this Contract
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11, Alternate Dispute Resolution Consultant and City agree that, if necessary, they
will use their best efforts to resolve any disputes that might arise between them regarding the
Contract through the use of mediation or other forms of alternate dispute resolution as are set
forth in Chapter 154 of the Texas Civil Practice and Remedies Code (V A T C S )
12, Entire Agreement This Contract represents the entire agreement and
understanding between the parties, and any negotiations, proposals, representations, or oral
agreements are intended to be integrated herein and to be superseded by this written Contract
Any supplement or amendment to this Contract to be effective shall be in writing and signed by
the duly-authonzed officers of Consultant and City
13 Compliance with Laws The parties shall comply with all federal, state, and local
laws, rules, regulations, and ordinances applicable to the work covered hereunder as they may
now read or hereafter be amended
14 Governing Law For the purpose of determining place of agreement and law
governing same, tins Contract is entered into in the City and County of Denton, State of Texas,
and shall be governed by the laws of the State of Texas Venue and jurisdiction of any suit or
cause of action ansing under or in connection with this Contract shall be exclusively in a court of
competent junsdiction sitting in Denton County
15 Discrimination Prohibited In performing the services required hereunder,
Consultant shall not discriminate against any person on the basis of race, color, religion, sex,
national origin or ancestry, age, or physical handicap
16 Personnel
A Consultant represents that it has or will secure at its own expense all personnel
required to perform all the services required of Consultant under this Contract Such personnel
shall not be employees or have any contractual relations with City Consultant shall inform City
of any conflict of interest or potential conflict of interest that may arise during the term of this
Contract, in accordance with Consultant's responsibilities under the Texas Disciplinary Rules of
Professional Conduct, as the same may now read or be hereafter amended
B All services required hereunder will be performed by Consultant All personnel
engaged in work shall be qualified and shall be authorized, permitted, or licensed under
applicable state and local laws to perform such services
17 Assignability Consultant shall not assign any interest in this Agreement and shall
not transfer any interest in this Contract (whether by assignment, novation, or otherwise)
without the prior written consent of City thereto
18 Severability All agreements and covenants contained herein are severable, and in
the event any of them, with the exception of those contained in sections headed "Scope of
Services", and "Compensation and Method of Payment" hereof, shall be held to be invalid by
any court of competent jurisdiction, this Contract shall be interpreted as though such invalid
agreements or covenants were not contained herein
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19 Responsibilities for Claims and Liability Approval by City shall not constitute
nor be deemed a release of the responsibility and liability of Consultant for the accuracy and
competency of its work, nor shall such approval be deemed to be an assumption of such
responsibility of City for any defect in any report or other documents prepared by Consultant,
their attorneys and employees
20 Modification of Asreement No waiver or modification of this Contract or of any
covenant, condition, or limitation herein contained shall be valid unless in writing and duly
executed by the party to be charged therewith No evidence of any waiver or modification shall
be offered or received in evidence in any proceeding arising between the parties hereto out of or
affecting this contract, or the rights or obligations of the parties hereunder, unless such waiver or
modification is in writing, duly executed as aforesaid The parties further agree that the
provisions of this Article shall not be waived as herein set forth
21 ti ns The captions of this Contract are for informational purposes only and
shall not in any way affect the substantive terms or conditions of this Contract
22 Bmdin Effect ffect This Contract shall be binding upon and inure to the benefit of
the parties hereto and their respective legal representatives, successors, and assigns where
permitted by this Contract
23 Lawyer's Creed Attached to and made a part of this Contract for all purposes is
the Texas Lawyer's Creed - a Mandate for Professionalism" which was adopted by the Texas
Supreme Court on November 7, 1989 Consultant will abide by the Creed By signing this
Contract, City agrees that it has been advised of the contents of the Creed and confirms its oral
authorization of Consultant to proceed to represent the City on the matters contained in this
Contract
IN WITNESS HEREOF, the City of Denton, Texas, has executed this Contract in four
original counterparts by and through its duly authorized City Manager, Consultant has executed
this Contract by and through its duly authorized undersign 9d artner has ecuted this Contract
by and through its duly authorized partner, dated this the day of 2000
CITY OF DENTON, TEXAS
t
By U C1 / -
I 'HAEL JEZ MANAGER
ATTEST
JENNIFER WALTERS, CITY SECRETARY
By AA nj 1A
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APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTI
By
STRASBURGER &
By
LABREC, PARTNER
Contract For Professional Legal Services - Page 9
THE TEXAS LAWYER'S CREED-
A MANDATE FOR PROFESSIONALISM
Adopted November 7, 1989
Table of Contents
ORDER OF ADOPTION I Our Legal System
II Lawyer to Client
THE TEXAS LAWYER'S CREED-A MANDATE FOR III Lawyer to Lawyer
PROFESSIONALISM IV Lawyer to Judge
ORDER OF ADOPTION
The conduct of a lawyer should be characterized at
all tines by honesty, candor, and fatness 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 mmonty 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 pan 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 riles 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 TEXAS LAWYER'S CREED-A MANDATE FOR
PROFESSIONALISM
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
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TEXAS LAWYER'S CREED
I OUR LEGAL SYSTEM
A lawyer owes to the administration of justice
personal dignity, tntegnty, and independence A lawyer
should always adhere to the highest principles of
professionalism
1 I am passionately proud of my profession
Therefore, "My word is my bond "
2 I ant 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 sport 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,
skull, and Industry A lawyer shall employ all appropn-
ate legal means to protect and advance the client's
legitimate nghts, claims, and objectives A lawyer shall
not be deterred by any real or imagined fear of judicial
disfavor or public unpopulanty, nor be influenced by
mere sel&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 minsacnons and in litigation as
quickly and economically as possible
3 I will be loyal and committed to my client's
lawful objeLtives, 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 1 will advise my client of proper and expected
behavior
6 1 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 parry
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 ment
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
I1 I will advise my client regarding the availabil-
ity of mediation 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 transactions and the pursuit of litigation,
courtesy, candor, cooperation, and scrupulous obser-
vance of all agreements and mutual understandings Ill
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
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 exten-
sions 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
bnng the profession into disrepute by unfounded
accusations of impropriety I will avoid disparaging
personal remarks or acnmony towards opposing
counsel, parties and witnesses I will not be influenced
by any ill feeling between clients I will abstain from
554954 VSP029121/01031102099
any allusion to personal peculiarities or idiosyncrasies of
opposing counsel
I1 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 winch 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 well 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 inconvemence 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 snake 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 pernut my witness to quibble about words where
their meaning is reasonably clear
18 I will not seek Court intervention to obtain
discovery witch 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 tins 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 winch offends
the dignity and decorum of proceedings
6 = I will not knowingly misrepresent, imscharac-
terizei, misquote or miscite facts or authorities to gam an
advantage
7- I will respect the rulings of the Court
8 I will give the issues in controversy deliberate,
unparhal and studied analysis and consideration
9 I will be considerate of the tune constraints and
pressures unposed upon the Court, Court staff and
counsel in efforts to administer justice and resolve
disputes
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