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HomeMy WebLinkAboutC2025-211 - 10/27/2025 - NA LEGAL SERVICES AGREEMENT BETWEEN THE CORPUS CHRISTI B CORPORATION AND HYDE KELLEY LLP This Legal Services Agreement sets out the terms and conditions under which the Corpus Christi B Corporation and its Board Officials in their Official Capacities (the "Type B Corp.") are engaging the law firm of Hyde Kelley LLP,2806 Flintrock Trace, Suite A104 Austin,Texas 78738, ("Counsel") to provide legal services in the case of Cause No. 2024CCV-61174-3; Ajit David vs. City of Corpus Christi, Texas, in the County Court at Law No. 3,Nueces County, Texas. 1. SCOPE OF SERVICES: Hyde Kelley LLP will represent the Type B Corp. and provide legal services, matters related to the case of Cause No. 2024CCV-61174-3; Ajit David vs. City of Corpus Christi, Texas, in the County Court at Law No. 3, Nueces County, Texas. 2.JOINT REPRESENTATION: Joint representation may involve potential conflicts of interest.Rule 1.06(c) of the Texas Rules of Professional Conduct allows a lawyer to represent more than one client in a joint-representation situation if: (1)the lawyer reasonably believes the representation of each client will not be materially affected; and (2) each affected or potentially affected client consents to such representation after full disclosure of the existence, nature, implications, and possible adverse consequences of the common representation and the advantages involved, if any. This matter appears suitable for joint representation without adverse consequences because there are no claims between Type B Corp. (you) and the City of Corpus Christi, and your interests are aligned. With respect to the advantages of joint representation,the primary benefit would be a potential savings of legal fees and other costs: In asking the Type B Corp. to undertake a joint representation,please understand that, if it is necessary to withdraw from the representation of one party due to a conflict of interest or any other reason, the Type B Corp. may enter into a separate agreement with another counsel for representation in the case, in the event a conflict arises. All parties, by the signatures below, acknowledge that correspondence with City and Type B Corp. related to the case and this joint representation are privileged as to others, but not as between the Type B Corp. and the City. In the event of such withdrawal, our mutual expectation and agreement is that no refund of earned attorney fees will be due and that the other defendant will not seek to disqualify Hyde Kelley LLP in the continued representation of the other joint client, the City. The Type B Corp. acknowledges and consents to such representation after full disclosure of the existence, nature, implications, and possible adverse consequences of the common representation and the advantages involved, if any, explained herein. 3. PAYMENT FOR LEGAL SERVICES: Type B Corp. will only be responsible for payment of services solely benefiting Type B Corp. If the legal services provided to Type B Corp. also benefit the City of Corpus Christi, a party to the case, Hyde Kelley LLP, the City will be responsible for those charges.All invoices for legal services will be submitted monthly to the City of Corpus Christi("City"), and the Type B Corp. will reimburse the City for those legal services that solely benefit the Type B Corp. The fees for these legal services are the following: $345 per hour for Partners, $295 per hour for Senior Associates, $255 per hour for Associates, $200 per hour for Law Clerks possessing a Juris Doctorate Degree from an accredited law school, SCANNED ' and $155 per hour for qualified paralegals, investigators, and computer technicians (typically discovery related). Payments for legal services are payable within 30 days after receipt of an acceptable invoice from Hyde Kelley LLP to City, and in accordance with City's Guidelines for Outside Counsel. Description entries will be prepared to allow for the release of the invoices without the necessity of redaction, in accordance with Texas Public Information Act. 4. INDEPENDENT CONTRACTOR: Counsel shall perform all professional services as an independent contractor and shall furnish such services in its own manner and method, and under no circumstances or conditions shall an agent, servant, or employee of Counsel be considered an employee of the Type B Corp. If Counsel believes, at any point, that its duties create an employment relationship with the Type B, then Counsel shall immediately notify the Type B Corp. 5. OUTSIDE ACTIVITIES: Outside consulting or business opportunities are completely allowed under this agreement. Counsel may accept or engage in outside business opportunities with the understanding that such arrangements must not constitute a conflict of interest with Counsel's responsibilities under this Agreement. 6. QUALITY OF SERVICE: All work will be done in accordance with the standards of the legal profession, and all costs for the services are subject to final approval by a representative of the City prior to payment. 7. CONFIDENTIAL MATTERSAND PROPRIETARY INFORMATION: Counsel recognizes that during the course of contract performance he or she may acquire knowledge or confidential information. Counsel agrees to keep all such confidential information in a secure place and further agrees not to publish, communicate, divulge, use, or disclose, directly or indirectly, for his or her own benefit or for the benefit of another, either during or after, contract performance any such confidential information. 8. PROTECTING CLIENT CONFIDENTIALITY/COMMUNICATIONS/SOCIAL MEDIA. Communications between the Client and Counsel are confidential. Such communications may also be subject to the attorney-client privilege, which means that only the Client, Counsel, and any third parties designated by the Client or the Firm as a representative of the Client or the Firm and those we each employ to assist with the Client's representation would be entitled to know the contents of such communications. If communications are shared with any outside third party,the attorney-client privilege may be lost, and the communications may be required to be disclosed to an opposing party or others. To protect the confidential nature of our communications with the Client, Counsel asks the Client and its officials, employees or other representatives in whatever form, to refrain from sharing or relating our communications to any third party. If a client representative is unsure or confused as to whether the Client should make a disclosure to a third party, we ask that the Client consult with us so that we can determine whether any information should be disclosed and, if so, whether such information should be provided by the Client or us. 9. TERMINATION: This agreement terminates as follows: (1) when the representation concludes in the case and final invoice is paid; (2) by a majority action of the B Corporation Board taken at a noticed meeting to terminate legal services; or (3) when a conflict of interest arises between the City of Corpus Christi and the Corpus Christi B Corporation. 2 10. MODIFICATION AND CONSTRUCTION; GOVERNING LAW AND ENTIRE AGREEMENT: This agreement may be modified at any time, but only by a writing that bears the signature of the party to be bound. This document contains the entire agreement as to the matters addressed and supersedes any prior oral or written discussions regarding such matters. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, United States of America, without giving effect to its choice of law provisions. Venue of any case or controversy arising under or pursuant to this Agreement will be exclusively in Nueces County, Texas, United States of America. This Agreement constitutes the agreement between the Type B Corp. and Counsel.Any prior agreements, promises, negotiations, or representations, verbal or otherwise, not expressly stated in this Agreement, are of no force and effect. EXECUTED by the PARTIES,both of which hereby represent that the signatures to this AGREEMENT, below, are of those persons with the capacity and authority to legally bind the PARTIES. Corpus Christi B Corporation: Hyde Kelley LLP: reside t, B Corporation George Hyd , anaging P ner Date: �U f a� I ?�25J Date: /� z'7/2c f 3