Legal Services EMO-5554-Award/Ordinance/PricingORDINANCE NO. Z016-065
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS
AUTHORIZING THE CITY MANAGER TO EXECUTE A SUPPLEMENTAL AND
AMENDED ENGAGEMENT LETTER WITH THE LAW FIRM OF DAVID A. PORTZ, P.C.,
HOUSTON, TEXAS FOR PROFESSIONAL LEGAL SERVICES TO BE PROVIDED TO THE
ENERGY MANAGEMENT ORGANIZATION OF DENTON MUNICIPAL ELECTRIC;
AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; PROVIDING AN
EFFECTIVE DATE (FILE NO. 5554 — IN THE ADDITIONAL AMOUNT OF NOT -TO-
EXCEED $50,000, AGGREGATING NOT -TO- EXCEED $175,000).
WHEREAS, the City Council deems it necessary, appropriate, and in the public interest
to continue the engagement of David A. Portz, P.C. of Houston, Texas to provide professional
legal services relating to the operations and regulatory compliance of the Denton Municipal
Electric — Energy Management Organization; and
WHEREAS, on April 28, 2014, the City Manager approved the original Engagement
Letter to provide professional legal services to the City of Denton in the amount of not -to- exceed
75,000; and
WHEREAS, on November 18, 2014, the City Council considered a supplement and first
amendment to the Engagement Letter, in the additional not -to- exceed amount of $50,000; and
enacted Ordinance No. 2014 -393; and
WHEREAS, now there is a need to further supplement and amend the Engagement Letter
for a second time as there are additional duties regarding the negotiation of EEI Master
Agreements, ISDA Master Agreements, Dodd -Frank regulatory compliance, and other duties
which require the services of specialized legal counsel; Staff is seeking the sum of an additional
50,000 for such legal services through the end of the next Fiscal Year; the total not -to- exceed
amount for this professional is not -to- exceed $175,000; and
WHEREAS, Chapter 2254 of the Texas Government Code, known as the "Professional
Services Procurement Act," generally provides that a City may not select a provider of
professional services on the basis of competitive bids, but must select the provider of
professional services on the basis of demonstrated competence, knowledge, and qualifications,
and for a fair and reasonable price; and the City Council hereby finds and concludes that the law
firm of David A. Portz, P.C., Houston, Texas (the "Firm ") is appropriately qualified under the
provisions of the law to be retained as outside legal counsel for the City; and
WHEREAS, the City Council has provided in the City budget for the appropriation of
funds to be used for the procurement of the foregoing additional professional legal services, as
set forth in the second supplemental and amended Engagement Letter; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION„ 1. The recitations in the preamble are true and correct and are incorporated
herewith as part of this ordinance.
SECTION 2. The City Manager, or his designee, is hereby authorized to execute a
second supplemental and amended Engagement Letter dated February 11, 2016 with the law firm
of David A. Portz, P.C., Houston, Texas for further professional legal services relating to the
Energy Management Organization of Denton Municipal Electric; which supplemental and
second amended Engagement letter is attached hereto as Exhibit "A," and is incorporated herein
by reference.
SECTION 3. The award of this second supplemental and amended Engagement Letter is
on the basis of the demonstrated competence and qualifications of David A. Portz, P.C. (the
Firm ") and the ability of the Firm to perform the professional legal services needed by the City
for a fair and reasonable price.
SECTION 4. The expenditure of funds as provided in the attached second supplemental
and amended Engagement Letter is hereby authorized.
SECTION 5. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the _ day of 2016.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
Vfl'D AV,1'0 LEGAL FORM:
BURGESS, CITY ATTORNEY
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CHRIS WATTS, MAYOR
DAVID A. PORTZ PC
3000 Bissonnet St. Suite 8306
Houston, TX 77005
Office 713- 533 -0075
Cell 713-417-9116
david. portz(ab-portzpc. com
February 11, 2016
Mr. Michael S. Copeland
Deputy City Attorney
City of Denton
215 E. McKinney
City Hall
Denton, TX 76201
Re: Engagement Letter between City of Denton, Texas acting by and through
Denton Municipal Electric ( "Client" or "DME ") and David A. Portz PC ( "PPC ")
dated as of February 11, 2016 (the "Effective Date ")
Dear Michael:
This letter describes the basis on which my professional corporation will provide
legal services on the matters described below, in continuation of our existing relationship
relating to same.
1. Scope of Engagement Fees PPC Activities outside Engagement. PPC
and Client are entering this services agreement to engage PPC to provide legal counsel
to Client on (i) examination, analysis and assistance in negotiation of EEI Master
Agreement documentation with certain designated prospective counterparties of Client,
and examination, analysis, assistance in negotiation and preparation of other pertinent
documentation related to creation of such commercial relationships, e.g., counterparty
credit support documentation or netting arrangements, (ii) examination, analysis and
assistance in the negotiation of ISDA Master Agreement documentation with certain
designated prospective counterparties of Client, and examination, analysis, assistance in
negotiation and preparation of other pertinent documentation related to creation of such
commercial relationships, e.g., counterparty credit support documentation and /or Dodd
Frank Act ( "DFA ") contracting and documentation requirements, (iii) assistance with
DME's preparation for and implementation of DFA- oriented regulatory compliance
measures, and (iv) such financial and physical commodities market - related contracting,
matters and issues as Client and Firm may from time to time jointly determine, following
requisite conflicts- checking and task definition. We have agreed as to the subject matter
of the legal services described in this letter that PPC shall bill the time of David Portz to
Client at the rate of $430.00 per hour for his services. Services hereunder shall be limited
such that (i) aggregate fees billed shall not exceed Client's budgeted amount of
50,000.00 in relation to this agreement, and (ii) aggregate costs billed pursuant to
Paragraph 2 below shall not exceed $10,000.00. This agreement covers PPC's provision
David A. Portz PC
2 -11 -16 Engagement Letter — DME
of services until September 30, 2017 or the full disbursement hereunder of the above
referenced budgeted fees amount, whichever shall earlier occur.
2. Costs: In addition to fees for services, PPC invoices will include
allowable, reasonable charges for documented disbursements, including parking, travel
transportation, lodging and meals when pertinent to business travel outside the
Houston Texas inner loop area connected with representation of Client), computerized
legal research, postage, messenger, courier and third party photocopying services,
telephone charges, filing fees, etc. Time spent traveling in connection with Client
matters will to the extent practicable be utilized to review and make progress on Client
matters subject to this engagement, to maximize the value derived by Client from
compensation of PPC for that time.
3. Billings: PPC will render monthly statements of the professional services
performed under the engagement, together with an itemization of the expenses incurred
for Client's account in connection with such matter. PPC monthly statements will be
prepared and e- mailed on or before the 10th day of the month following the month in
which services are rendered. Payment is due on or before the end of the month in which
such invoice was delivered, assuming all pertinent information is provided on the
statement. PPC reserves the right to collect interest at a rate of 3% per annum on any
amounts remaining unpaid on a delivered invoice beyond such invoice's due date, as
well as to accelerate all unpaid monthly invoiced amounts to a single payment
immediately due and owing. On assurances of timely satisfaction by Client of PPC
conforming invoices, no retainer amount was specified in relation to this engagement.
4. Task Organization Matters: PPC will strive to meet the timing
requirements Client indicates with respect to any projects assigned. PPC is sensitive to
the need to be efficient and economical in providing legal services to Client. To that end,
PPC will coordinate with you on its delivery of legal services and strive to work closely
with Client staff as may be necessary or appropriate to adhere to Client's internal
controls and enhance efficiencies. Where PPC is requested by senior commercial or
credit representatives of Client to undertake legal services on Client's behalf, PPC shall
take up such tasks sensitive to the time constraints communicated but strive to promptly
coordinate with you or other pertinent Client legal group members to assure such
matters are appropriate to this engagement.
5. Document retention: Unless agreed otherwise, stored PPC materials will
be scheduled for disposal following the passage of two years. PPC will take appropriate
measures to maintain such materials confidential.
I look forward to continuing work with you, Michael, and serving the DME
organization. Please cause a copy of this letter to be countersigned on behalf of Client
and returned to me at your soonest convenience.
The remainder of this page is blank.]
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David A. Portz PC
2 -11 -16 Engagement Letter— DME
This agreement when executed will be effective as of the Effective Date.
Approved and Agreed:
City of Denton, Texas, a Texas Municipal Corporation
Denton Municipal Electric ")
By: C. --
Name: . 1
ATTEST:
JENNIFER WALTE S, CITY SECRETARY
AP OVER S TO LEGAL FORM:
ANI A BURGESS, CITY ATTORNEY
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