Loading...
HomeMy WebLinkAbout07-09-13 TSHA Agenda Packet Page 1 of 1 AGENDA BOARD OF DIRECTORS OF THE TEXAS STUDENT HOUSING AUTHORITY (AN INSTRUMENTALITY OF THE TOWN OF WESTLAKE) July 9, 2013 6:00 PM TEXAS STUDENT HOUSING OFFICE 3 VILLAGE CIRCLE, COUNCIL CHAMBERS/MUNICIPAL COURT ROOM WESTLAKE, TEXAS 1. CALL TO ORDER 2. DISCUSSION AND CONSIDERATION AUTHORIZING THE EXECUTIVE DIRECTOR TO PURSUE ADDITIONAL LITIGATION OPTIONS REGARDING TEXAS STUDENT HOUSING AUTHORITY v. BRAZOS COUNTY APPRAISAL DISTRICT AND APPRAISAL REVIEW BOARD FOR BRAZOS COUNTY APPRAISAL DISTRICT. 3. EXECUTIVE DIRECTOR’S REPORT 4. ADJOURN ANY ITEM ON THIS POSTED AGENDA COULD BE DISCUSSED IN EXECUTIVE SESSION AS LONG AS IT IS WITHIN ONE OF THE PERMITTED CATEGORIES UNDER SECTIONS 551.071 THROUGH 551.076 AND SECTION 551.087 OF THE TEXAS GOVERNMENT CODE. CERTIFICATION I certify that the above notice was posted at the Town Hall of the Town of Westlake, 3 Village Circle, Westlake, Texas, on July 5, 2013, by 5:00 p.m. under the Open Meetings Act, Chapter 551 of the Texas Government Code. _____________________________________ Kelly Edwards, Secretary If you plan to attend this public meeting and have a disability that requires special needs, please advise the Town Secretary 48 hours in advance at 817-490-5710 and reasonable accommodations will be made to assist you. BAKER BOTTS L.L.P. 98 SAN JACINTO BLVD, SUITE 1500 AUSTIN,TEXAS 78701·4078 ABU DHABI AUSTIN BEUINO BRUSSELS DALLAS DUBAI HONG KONG HOUSTON LONDON NDSCOW NEW YORK PALO AlTO RIYADH WASHINGTON TEL +1 512.322.2500 FAX +1.512.322.2501 BakerBolls.com July 8,2013 TEXAS STUDENT HOUSING AUTHORITY c/o James W.Morris,Jr. GOINS UNDERKOFLER CRA WFORD &LANGDON,LLP 1201 Elm Street,Suite 4800 Dallas,Texas 75270 Joseph R.Knighl TEL +1 512.322.2554 FAX +1512.322-8322 loe.knighJ@bokerbotts.com Dear Ladies and Gentlemen: Baker Botts L.L.P.("Baker Botts,""we"or the "Firm")is pleased to have the opportunity to represent the Texas Student Housing Authority C"TSHA"or "you").Thank you for selecting us. By this letter agreement,we seek to confirm a clear,mutual understanding of the services we are to perform and the terms under which those services are to be performed.Of course,if you ever have any questions regarding any aspect of our representation,we encourage you to contact us immediately so that any issues can be promptly resolved to our mutual satisfacti on. IDENTIFICATION OF OUR CLIENT You acknowledge that we are counsel to TSHA only,and are not hereunder agreeing to act as counsel to any officer,director,stockholder,partner,agent or employee of tofCHA,or to undertake any duties or responsibilities to any such person. -rS-tl,4.ti SCOPE OF THE ENGAGEMENT,FEES AND EXPENSES You have asked us to represent TSHA in connection with an appeal to the Texas Supreme Court of the decision in Cause No.07-1 1-421-CV;Texas Student Housing Authority v. Brazos County Appraisal District and Appraisal Review Board for Brazos County Appraisal District;from the Amarillo Court of Appeals (the "Matter").You are not engaging us for business advice;our professional services are limited to legal matters. This engagement is only for this Matter.However,unless otherwise agreed to in writing,this letter will govern our engagement for any other matter we agree to handle on your behalf or at your direction,as though it were included in the definition of the "Matter."Any amendments or modifications to this letter must be in writing and signed by all parties hereto. This letter supersedes and replaces all prior engagement ietter(s)we have with you. BAKERBOlTS UP TEXAS STUDENT HOUSING AUTHORITY July 8,2013 You agree to pay our reasonable attorney's fees and expenses for our work on the Matter,including (even after our representation has concluded)(a)the time and expenses that we may incur responding to discovery requests regarding this engagement,and (b)the time and expenses that we may incur in defending any claims relating to this engagement if the case is (i) adjudicated and we are not found liable,or (ii)settled by you with your consent. We apply applicable rules of professional conduct to determine the reasonable value of our services.Fees for our services are based on the time and labor required,the novelty and difficulty of the particular questions involved,the skill requisite to perform the legal service properly,the fee customarily charged in this locality for similar services,the time limitations imposed by the client or by the circumstances,the nature and length of the professional relationship with the client,and the experience,reputation,and ability of the lawyer or lawyers performing the services.These factors are used to determine the hourly rates applicable to this Matter.Our fees for the Matter will be determined primarily by the time recorded by our lawyers and other timekeepers for working on the Matter at the hourly rates reflected in our invoices. We currently anticipate that Cleve Doty (a recent Texas Supreme Court clerk), Joe Knight and Tom Phillips will work on the Matter.Their respective hourly rates during 2013 are $375,$800 and $900.We anticipate that Mr.Doty and Mr.Knight will perform most of the work on the matter,with review and input from Judge Phillips.We also anticipate that these rates will be adjusted upwards for work during 2014. We may use other lawyers and non-lawyer staff in order to handle efficiently the Matter and control legal costs.Our U.S.hourly rates for 2013 range from $600 to $1,000 per hour for partners,and $300 to $750 per hour for associates and other counsel.Our U.S.rates for paralegals and clerks and other non-lawyer professionals range from $150 to $650 per hour.Our rates for lawyers based outside the U.S.vary depending on local market conditions.Our hourly rates usually increase at the beginning of each calendar year to take into account current levels of legal experience,changes in overhead costs,and other factors. We anticipate that Joe Knight will serve as the primary contact in connection with the Matter.However,you may contact any attorney working on the Matter at any time to assist with your needs.Of course,the availability of each of our lawyers varies over time,depending on current workload and personnel changes.As a result,from time to time,the lawyers working on the Matter may change. Our representation of you in the Matter shall cease when we send the final invoice for the Matter. Perforriing legal services often involves incurring costs,or retaining third parties, to provide certain services.It is our policy to charge our clients for certain identifiable costs incurred by the Firm on their behalf.If such costs are substantial,we may ask you to advance us BAKER aorrs llP. TEXAS STUDENT HOUSING AUTHORITY -t 1 ~July 8,2013 ]4 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 {lot 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 I will not knowingly misrepresent,mischaracterize,misquote or miscite facts or authorities to gain an advantage. BAKER BOTTS LlP TEXAS STUDENT HOUSING AUTHORITY -12 -July 8,2013 7 r 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. BAKER sorrs UP TEXAS STUDENT HOUSING AUTHORITY -3 -July 8,2013 those sums before we expend them or to pay the vendor directly.In the normal course of our work,these costs could include such items as filing and other goverrunental fees,deposition costs,expert witness fees,messenger services,travel expenses,and other such items that must be paid on your behalf;such direct charges,if paid by us,are invoiced to you without markup. These costs may also include photocopies for which you agree to pay 1S¢per page and facsimile charges for which you agree to pay 90¢per page local and $1.25 per page long-distance.In addition,costs may include other items such as computerized research,long-distance telephone charges,and other such services that we may buy in bulk and then allocate across all of our clients and in-house operations based generally on usage.We do not view such ancillary client services as profit centers,and our charges for these types of expenses are determined primarily by looking at the range of prices charged by other professional service organizations for similar services,and generally track,where practical,our actual cost of providing or obtaining such services,but you understand that they may sometimes exceed our actual costs. Like many organizations,we may outsource certain functions to operate our business more efficiently,including delivery,storage,duplicating,information technology,and collection of older accounts receivable.We also use the services of consultants and hardware and software vendors to advise us on the efficient operation of the Firm and the effective use of our systems.These parties may have some access to client confidential information in performing their services.All are bound by duties of confidentiality so that their obligations to preserve confidentiality are the same as that of our own employees.You consent to our allowing nonemployees access to information as outlined in this paragraph. Our practice is to send a periodic statement,usually monthly,for services rendered and expenses posted during the previous interval.The detail in the statement is intended to inform you about the fees and expenses incurred and the nature and progress of the work performed.These invoices usually contain confidential information protected by legal privileges,which may be waived if you do not treat them as confidential, We do our best to see that our clients are satisfied with our services and charges. We encourage you to inquire about any matter relating to this agreement or our statements that is in any way unclear or appears unsatisfactory.Concerns that are brought to our attention promptly can usually be easily addressed. Our fees are set with the expectation that they will be paid within 30 days of invoicing.We do not normally charge interest,in consideration of your prompt payment. CONFLICTS We have performed a conflicts check on the names you provided.Based on a check of these names and under the applicable standards in the governing rules of professional conduct,we believe that the Firm is free to undertake the Matter.If we identify a conflict after BAKERBOrrS Ll.l' TEXAS STUDENT HOUSING AUTHORITY -4 -July 8,2013 work has begun,you agree to use reasonable efforts to help us resolve the conflict to the satisfaction of all parties. Because of our professional ethical responsibilities to each of our clients,we are prohibited from sharing with you any confidential information that we obtain in the course of our representation of another client.By signing below,you acknowledge and agree that the Firm will have no obligation to share with you confidential information obtained from any of our other clients,even if such information is material to you and your interests. ISSUE CONFLlCfS The Firm has several hundred lawyers in different cities and countries.Our conflicts process involves the application of the standards set forth in applicable rules of professional conduct.We do not undertake to check or disclose other relationships.For example,our conflicts process will not necessarily reveal and we do not check to determine whether other clients of the Firm may be your competitors or may take positions on the subject matter of certain issues that may be adverse to or inconsistent with positions you may favor respecting that subject matter.As a result,we may represent your business competitors,and in fact,we often represent more than one client in any particular industry.Your signature below acknowledges and consents to the limited scope of our conflicts check and any issue conflicts. OTHER CONFLICTS AND PROSPECTIVE WAIVER In addition,the nature of our practice is such that occasionally the Firm may concurrently represent a second client that is adverse to another client in a case or matter that is not substantially related to our current representations of the first client where,in our professional judgment,we can undertake the concurrent representation without adversely limiting the responsibilities we have to either client.For purposes of this engagement letter,use of the term "substantially related"is consistent with the use of such phrase in ABA Model Rule of Professional Conduct 1.9,Texas Disciplinary Rule of Professional Conduct 1.09,and similar rules of professional conduct in the other jurisdictions where we maintain offices.In such a situation,we give careful consideration to the needs of both clients before undertaking any such representation.In view of the nature of our practice,you agree that attorneys at the Firm may represent a party with interests directly adverse to yours,so long as that adverse representation is not substantially related to the matters we have been engaged to handle on your behalf,and so long as we believe that our responsibilities to you and the other client would not be adversely limited by the concurrent representations.Where any such representation involving litigation is undertaken,it is likely that our attorneys representing our other client would be required to conduct adverse discovery against you,your parent company,subsidiaries,or affiliates and perhaps to cross-examine witnesses employed by you,your parent company,subsidiaries,or affiliates if any such matter proceeded to trial.Where any such representation involving a transaction is undertaken,our attorneys representing our other client will assist it in seeking the terms most favorable to it even though different terms may be more advantageous to you.We BAKER BOTTS UP TEXAS STUDENT HOUSING AUTHORITY -5-July 8,20]3 agree,however,that your prospective consent to conflicting representation will not apply where, as a result of our representation of you,we have obtained sensitive,proprietary,or other confidential information that,if known to our other client,could be used by the other client to your material disadvantage,unless any confidential information we have obtained would be screened from the lawyers working for our other client. In any event,you consent to our undertaking unrelated matters for any party to whom you are adverse in any of the matters we may handle for you from time to time.As one example,if you engage us to represent you in a financing transaction across from a commercial bank or investment bank,we would be able to represent that bank on any matter unrelated to our work for you and where you are not the adverse party.As a second example,if you engage us to represent you in a lawsuit against an entity,such as an insurance company,we would be able to represent such entity on any matter unrelated to our work for you and where you are not the adverse party. AUTHORIZED SPOKESPEHSON You have directed that we are to take our instructions with regard to the Matter from,and communicate with,Jim Morris of Goins,Underkofler,Crawford &Langdon ("Spokesperson"),and that we may rely on instructions from Spokesperson as coming unanimously from,and being binding upon,TSHA,our client hereunder,and that we may rely on Spokesperson to pass on our communications to TSHA.In granting this authority,each of you acknowledges that you will be relying on Spokesperson and not on us with respect to the accurate and timely transmission of such instructions and communications. TERMINATION OF THE ENGAGEMENT Either of us can terminate this relationship at any time.If we find it necessary to terminate the relationship,we will,of course,comply with our ethical obligations to protect your interests in the process of withdrawing. In the event your account is past due and we are unable to agree on satisfactory payment terms for past due amounts,the failure to make timely and full payment of the balance due on your account shall constitute your authorization for us to withdraw from our representation of you,and you understand that we may pursue collection of the account. If you discharge us or we elect to withdraw,you will take all steps necessary to free us of any obligation to perform further,including executing any documents necessary to complete the termination of the representation.Upon termination of this engagement,you will remain responsible for payment of all fees,costs and expenses paid or incurred on account of the representation. Once our work on the Matter is complete,unless we have accepted other work from you,our representation of you will conclude and our attorney-client relationship shall end. BAKER norrs up. TEXAS STUDENT HOUSING AUTHORITY w 6 -July 8,2013 RETENTION AND DISPOSITION OF RECORDS We typically maintain a file of paper and electronic documents during the representation containing those documents we consider useful to the work (the "Matter File"). We endeavor to send to you,during the course of,or at the conclusion of,our representation,the originals or copies of all documents that we deem important for you to see or retain.You agree that the documents containing our attorney work product,mental impressions or notes and drafts of documents shall be and remain our property and are not considered part of your Matter File. In addition,electronic documents,such as our internal emails,documents containing or reflecting our internal deliberations or self-evaluations,and our internal databases shall remain our property and are not considered part of your Matter File.At the conclusion of this Matter or any other representation we undertake on your behalf,you agree that all electronic and hard copies of documents or data we have in the Matter File relating to the Matter (or'other representation,as applicable),whether we may have received them from you,received them from others,or created them ourselves,may be handled and ultimately destroyed,without further notice to you,in accordance with our record retention policy then in effect (currently providing for a retention period of seven years for most matters).However,if you make a written request for the delivery of specific documents while we still retain them,and if we have received payment of all of our invoiced fees and costs,all documents in our Matter File that you so request will be copied and delivered to you at your expense. OTHER MATIERS Teamwork between you and our lawyers is critical to our effort to serve you successfully.We depend upon you to provide accurate,complete,and timely information and to disclose fully and accurately all facts and developments relating to the Matter,and to make your representatives and employees available for meetings,discovery proceedings,hearings,and other conferences.You agree to promptly notify us of any change in your contact information so that we may communicate with you effectively and efficiently.We will do our best to schedule meetings,procee Iings and depositions to serve your convenience,but this may not always be possible or within our control. We will do our best to provide you with the legal services necessary to achieve a result satisfactory to you.However,the outcome of all legal matters is subject to uncertainties and risks,and we make no promises or guarantees concerning the outcome of the Matter and our fees are not contingent upon the outcome of the Matter.You acknowledge that any statement of opinion given by us as to the anticipated results of a particular course of action being considered for handling the Matter is nothing more than a statement of opinion based on the information available at the time and is not a promise or guarantee. Nothing contained herein should be construed to give rise to any fiduciary duty owed to any third party by Baker Botts;no third parties are intended to be beneficiaries hereof. BAKER BOTTS LLP TEXAS STUDENT HOUSING AUTHORITY -7 -July 8,2013 By signing below,you consent to our describing our work for you as a client of the Firm in our various marketing materials,including on our website. You acknowledge that communication by cellular telephone,facsimile transmission and email may pose risks to confidentiality and to timely,complete communications;nevertheless,you authorize and consent to our use of such communication technology in connection with representing you. CONCLUSION You acknowledge that you have had the opportunity to consult to the extent you deem advisable with your in-house counselor counsel other than us in reviewing and agreeing to this engagement agreement and the consents contained herein. If the terms and scope of our engagement and the basis of our fees and our billing practices outlined in this letter are acceptable to you,please so indicate by signing below.Our mutual agreement and satisfaction with these matters are necessary prerequisites to the commencement of our work for you.However,if the terms we have outlined are not satisfactory and you would like us to consider an alternative arrangement,please let us know so that we may address your concerns as promptly as possible before we commence work. We look forward to working on your behalf. Sincerely, BAKER BOITS L.L..P.c.:;}ff Partner ACCEPTED,ACKNOWLEDGED,AND AGREED: TEXAS STUDENT OUSING AUTHORITY By:,-.,._ Title:t!i.atlnvt1 'y /12 veiPA. BAKER sorrs LLr TEXAS STUDENT HOUSING AUTHORITY -8 -July 8,2013 The Texas Supreme Court has promulgated a creed for Texas lawyers and requires that we provide a copy of it to our new clients.We must also advise you that the "State Bar of Texas investigates and prosecutes professional misconduct committed by Texas attorneys.Although not every complaint against or dispute with a lawyer involves professional misconduct,the State Bar's office of general counsel will provide you with information about how to file a complaint; for more information,call 1-800-932-1900." THE TEXAS LAWYERS CREED 1 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. I.OUR LEGAL SYSTEM A lawyer owes to the administration of justice personal dignity,integrity,and independence.A lawyer should always adhere to the highest principles of professionalism. I am passionately proud of my profession.Therefore,"My word is my bond." 2 I am 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 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 representation. I will advise my client of the contents of this Creed when undertaking BAKER BOTTS u e TEXAS STUDENT HOUSING AUTHORITY -9-July 8,2013 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 sign of weakness. I will advise my client that civility and courtesy are expected and are not a 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 demean and 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 client's 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 mediation,arbitration, and other alternative methods of resolving and settling disputes. Ill.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 observance of all agreements and mutual understandings.III 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. I will be courteous,civil,and prompt in oral and written communications. BAKER BOlTS LLL' TEXAS STUDENT HOUSING AUTHORITY -10 -July 8,2013 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 counselor 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 olient 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.1 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 J 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.