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Ordinance No. 8,006970626 -4 ORDINANCE NO. 8006 • AN ORDINANCE AUTHORIZING AND DIRECTING THE MAYOR TO EXECUTE AN ENGAGEMENT LETTER WITH VINSON & ELKINS L.L.P., FOR CONSULTING SERVICES ON THE BAYLAND ISLAND HOTEL CONFERENCE CENTER; AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN AN AMOUNT NOT TO EXCEED TWENTY THOUSAND AND NO 1100 DOLLARS ($20,000.00); AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS: Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes and directs the Mayor of the City of Baytown to execute an engagement letter with Vinson & Elkins, L.L.P., for consulting services on the Bayland Island Hotel Conference Center. A copy of said engagement letter is attached hereto, marked Exhibit "A," and made a part hereof for all intents and purposes. Section 2: That the City Council of the City of Baytown authorizes payment to Vinson & Elkins, L.L.P., an amount not to exceed TWENTY THOUSAND AND N01100 DOLLARS ($20,000.00) pursuant to the engagement letter. Section 3: That pursuant to the provisions of Texas Local Goverrunent Code Annotated 5 252.048, the City Manager is hereby granted general authority to approve any change order involving a decrease or an increase in costs of FIFTEEN THOUSAND AND NO /100 DOLLARS ($15,000.00) or less, subject to the provision that the original contract price may not be increased by more than twenty -five percent (25 %) or decreased by more than twenty -five percent (25 %) without the consent of the contractor to such decrease. Section 4: This ordinance shall take effect in'unediately from and after its passage by the City Council of the City of Baytown. INTRODUCED, READ and PASSED by the affirmative vote of the City Council of the City of Baytown this the 26 "' day of June, 1997. PETE C. ALFARO, Mayor • 970626 -4a ® ATTEST: EILEEN P. HALL, City Clerk APPROVED AS TO FORM: ACID RAMIREZ, 6b- City Attorney CAMyDocuments1Council\ MeetingsU uncIVR.GAgmcBaylandHotel.26.doc • • Vinson &Akins ATTORNEYS AT LAW V[NSON & ELKINS L.I. P. 2300 FIRST CITY TOWER 1001 FANNIN STREET HOUSTON, TEXAS 77002.6760 TELEPHONE (743) 758 -2222 FAX (713) 758.2346 WRITER'S TELEPHONE (713) 758 -2440 June 25, 1997 Honorable Mayor and City Council City of Baytown 2401 Market Street Baytown, Texas 77520 Ladies and Gentlemen: WRITER'S FAX (713) 615-5256 This letter, when accepted by you, will constitute our agreement to serve as counsel to the City in connection with the negotiation of contracts and leases relating to the construction of a hotel on land owned by the City, the construction of a conference center adjacent to the hotel, and the operation and management of the conference center. We understand that our services in this regard will include meeting with City officials and with representatives of the hotel developer and operating company, review of contract and lease documents, negotiation of contract and lease terms, and preparation of a term sheet reflecting the contract and lease terms. We will not be responsible for preparation of the definitive lease and contract documents unless specifically requested to do so in writing by the City. Our services in this regard shall be calculated on an hourly basis at our standard hourly rates. The rate for the partner primarily responsible for the work on this project will be $315.00 per hour. The City will also reimburse us for expenses incurred in connection with this engagement, including travel, long distance telephone charges, and photocopy and document delivery charges. All such charges will be reasonable and subject to approval by the City. If the arrangement set out above, and in the attached Standard Terms of Engagement for Legal Services, meets with your approval, please take appropriate action to approve this agreement and return one executed copy to the undersigned. ACCEPTED: CITY OF BAYTOWN, TEXAS ( (. By:_ /. Mayor F:\FAf 0257T- NGAG.NI Nr,nA YTO W N2. LTR HOUSTON DALLAS WASHINGTON, D.0 Very truly yours,, ,, QQ 57' N`'<<� Frank E. McCreary GAMIK A AUSTIN MOSCOW LONDON SINGAPORE ® VINSON & ELKINS L.L.P. ,Standard Terms of Engagement for Legal Services This statement sets forth certain standard terms of our engagement as your lawyers and is intended as a supplement to the engagement letter that we have with you as our client. Unless modified in writing by mutual agreement, these terms will be an integral part of our agreement with you as reflected in the engagement letter. Therefore, we ask that you review this statement carefully and contact us promptly if you have any questions. We suggest that you retain this statement in your file with the engagement letter. The Scope of Our Work You should have a clear understanding of the legal services we will provide. Any questions that you have should be dealt with promptly. We will at all times act on your behalf to the best of our ability. Any expressions on our part conceming the outcome of your legal matters are expressions of our best professional judgment, but are not guarantees. Such opinions are necessarily limited by our knowledge of the facts and are based on the state of the law at the time they are expressed. It is our policy that the person or entity that we represent is the person or entity that is identified in our engagement letter, and absent an express agreement to the contrary does not include any affiliates of such person or entity (i.e., if you are a corporation or partnership, any parents, subsidiaries, employees, officers, directors, shareholders or partners of the corporation or partnership, or commonly owned corporations or partnerships; or, if you are a trade association, any members of the trade association). If you believe this engagement includes additional entities or persons as our clients you should inform us immediately. It is also our policy that the attorney- client relationship will be considered terminated upon our completion of any services that you have retained us to perform. if you later retain us to perform further or additional services, our attorney - client relationship will be revived subject to the terms of engagement that we agree on at that time. This engagement shall be subject to the Texas Disciplinary Rules of Professional Conduct. Who Will Provide the Legal Services Customarily, each client of the firm is served by a principal attorney contact. The principal attomey should be someone in whom you have confidence and with whom you enjoy working. You are free to request a change of principal attorney at any time. Subject to the supervisory role of the principal attomey, your work or parts of it may be performed by other lawyers and legal assistants in the firm. Such delegation may be for the purpose of involving lawyers or legal assistants with special expertise in a given area or for the purpose of providing services on the most efficient and timely basis. Whenever practicable, we will advise you of the names of those attorneys and legal assistants who work on your matters. How Our Fees Will Be Set Generally, our fees are based on the time spent by the lawyers and paralegal personnel who work on 40 the matter. We will charge for all time spent in representing your interests, including, by way of illustration, telephone and office conferences with you and your representatives, consultants (if any), opposing counsel, ® and others; conferences among our legal and paralegal personnel; factual investigation; legal research; responding to your requests for us to provide information to your auditors in connection with reviews or audits of financial statements; drafting letters and other documents; and travel. We will keep accurate records of the time we devote to your work in units of quarters of an hour. The hourly rates of our lawyers and legal assistants are reviewed and adjusted annually on a Firm -wide basis to reflect current levels of legal experience, changes in overhead costs, and other factors. Although we may from time to time, at the client's request, furnish estimates of legal fees and other charges that we anticipate will be incurred, these estimates are by their nature inexact (due to unforeseeable circumstances) and, therefore, the actual fees and charges ultimately billed may vary from such estimates. such as: With your advance agreement, the fees ultimately charged may be based upon a number of factors, The time and effort required, the novelty and complexity of the issues presented, and the skill required to perform the legal services promptly; The fees customarily charged in the community for similar services and the value of the services to you; The amount of money or value of property involved and the results obtained; - The time constraints imposed by you as our client and other circumstances, such as an emergency closing, the need for injunctive relief from court, or substantial disruption of other office business; The nature and longevity of our professional relationship with you; The experience, reputation and expertise of the lawyers performing the services; The extent to which office procedures and systems have produced a high- quality product efficiently. For certain well - defined services (for example, a simple business incorporation), we will (if requested) quote a flat fee. It is our policy not to accept representation on a flat -fee basis except in such defined- service areas or pursuant to a special arrangement tailored to the needs of a particular client. In all such situations, the flat fee arrangement wi I I be expressed in a letter, setting forth both the amount of the fee and the scope of the services to be provided. We also will, in appropriate circumstances, provide legal services on a contingent fee basis. Any contingent fee representation must be the subject of a separate and specific engagement letter. Additional Charges In addition to our fees, there will be other charges for items incident to the performance of our legal • services, such as photocopying, messengers, travel expenses, long- distance telephone calls, facsimile transmissions, postage, overtime for secretaries and other non -legal staff, specialized computer applications such as computerized legal research, and filing fees. The current basis for these charges is set forth below. 0 The Firm wi II review this schedule of charges on an annual basis and adjust them to take into account changes in the Firm's costs and other factors. Duplicating The Firm charges $.15 per page. Courier Services The Firm charges an amount which generally represents cost including the distribution service provided by the Firm. Depending on the volume of work performed by a service provider, the Firm may receive a volume discount during a particular accounting period for which no adjustment is made on an individual client's bill. Computer Aided Legal Research (CALR) Third party providers of CALR services charge the Firm amounts each month based on the type, extent, and duration of the services provided. The Firm charges clients for client research only based on the computed cost to the Firm for the use of the services. This cost is monitored and revised periodically to achieve an average "at cost" rate for clients. Telefax The Firm charges $1.00 per page for outgoing telefaxes, which includes all telephone costs. Telephone The Firm does not charge for local calls. Due to the Firm -wide volume of long distance calls and multitude of rates for the various area codes and exchanges (over 65,000), the Firm does not bill each individual call based on the statements received from providers, but rather charges a flat rate of $.41 per minute for each long distance call made within the United States. This rate ($.41) is an approximation of third party provider charges and internal costs associated with this service. International calls are charged based on the rate in effect for the country being called. Travel - Related Expenses Airfare, meals, and related travel expenses charged to the client represent actual, out -of- pocket cost. Depending on the volume of both Firm and personal travel, the Firm may receive beneficial services, including airline tickets from its travel agent for which no adjustment is made on an individual client's account. In addition, credits earned under the Frequent Flyer Programs accrue to the individual traveler and not to the Firm. All Other Costs The Firm charges actual disbursements for third -party services like court reporters, expert witnesses, etc., and may recoup expenses reasonably incurred in connection with services performed in- house, such as mail services, secretarial overtime, file retrieval, etc. Unless special arrangements are otherwise made, fees and expenses of others (such as experts, investigators, consultants and court reporters) will be the responsibility of, and billed directly to, the client. Further, all invoices in excess of $500 will be forwarded to the client for direct payment. • Billing Arrangements and Terms Our billing rates are based on the assumption of prompt payment. Consequently, unless other arrangements are made, fees for services and other charges will be billed monthly and are payable within thirty days of receipt. Advances Clients of the firm are sometimes asked to deposit funds as an advance payment with the firm. The advance payment will be applied first to payment of charges for such items as photocopying, messengers, travel, etc., as more fully described below, and then to fees for services. The advance will be deposited in our client advance account and we will charge such other charges and our fees against the advance and credit them on our billing statements. In the event such other charges and our fees for services exceed the advance deposited with us, we will bill you for the excess monthly or may request additional advances. Any unused portion of amounts advanced will be refundable at the conclusion of our representation. Client Documents We will maintain any documents you furnish to us in our client file (or files) for this matter. At the conclusion of the matter (or earlier, if appropriate), it is your obligation to advise us as to which, if any, of the documents in our files you wish us to turn over to you. These documents will be delivered to you within a reasonable time after receipt of payment for outstanding fees and costs. We will retain any remaining documents in our files for a certain period of time and ultimately destroy them in accordance with our record retention program schedule then in effect.