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HomeMy WebLinkAbout1999-076NOTE- First Amendment - Ordinance No 99-435 ORDINANCE NO W - 0 AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT FOR PROFESSIONAL LEGAL SERVICES WITH THE LAW FIRM OF TERRY MORGAN & ASSOCIATES PERTAINING TO REPRESENTATION OF THE CITY IN LITIGATION AND THE PROVISION OF RELATED LEGAL SERVICES RESPECTING THE CITY OF DENTON MUNICIPAL UTILITIES' PROVISION OF WATER AND WASTEWATER SERVICE TO CUSTOMERS WITHIN ITS CITY LIMITS AND ITS EXTRATERRITORIAL JURISDICTION, AUTHORIZING LEGAL SERVICES FOR REPRESENTING THE BOARD OF ADJUSTMENT AND IN OTHER LAND USE MATTERS, AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR, PROVIDING FOR RETROACTIVE EFFECT OF THE AGREEMENT, AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City Council deems it necessary and in the public interest to engage the law firm of Terry Morgan & Associates, of Dallas, Texas (the "Firm") to provide professional legal services to the City pertaining to representation of the City in litigation and the provision of related legal services respecting the City of Denton Municipal Utilities' provision of water and wastewater service to customers within its city limits and its extraterritorial jurisdiction, involving the preservation of, and the defense of the City's legal rights and interests as a Home - Rule City, as a utility service provider, and otherwise, against any person or entity unlawfully interfering with the City in its pursuits, and WHEREAS, the City, in order to ascertain its legal rights and alternatives, in early February 1999, requested that the Firm investigate the facts and circumstances involved in this matter and advise the City staff and the Council respecting the same Accordingly, it is appropriate the Contract for Professional Legal Services with the Firm should be ratified, and should be made retroactively effective in order to properly compensate the Firm for its work performed heretofore at the specific instance and request of the City, which work has directly benefited the City, and WHEREAS, it is appropriate for the City to reauthorize and ratify the Firm's representation of the City in the SoRh et al vs City of Denton Zoning Board of Adjustment case and in other land use matters, and to retroactively approve any services previously performed, as provided for in said Contract, and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the foregoing professional services, as set forth in the Contract for Professional Legal Services, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I, That the City Manager is hereby authorized to execute a Contract for Professional Legal Services with the law firm of Terry Morgan & Associates, Dallas, Texas for professional legal services pertammg to the heremabove-described matters involving the City of Denton Municipal Utilities, the City of Denton Zoning Board of Adjustment and for related land use matters, in substantially the form of the Contract for Professional Legal Services attached hereto and incorporated herewith by reference S�E,CTION II That the award of this Agreement is on the basis of the demonstrated competence and qualifications of 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 III That the expenditure of funds as provided for in the attached Contract for Professional Legal Services is hereby authorized SECTION IV That the Contract for Professional Legal Services is hereby ratified and all previous legal services performed by the Firm that fall within the contractual scope of services are retroactively approved SECTION V. That this ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this the elh d day of , 1999 ATTEST JENNIFER WALTERS, CITY SECRETARY By APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY By S \Our Documents\Ordmances\99\Terry Morgan W W W Lit PSA doe CONTRACT FOR PROFESSIONAL LEGAL SERVICES STATE OF TEXAS § COUNTY OF DENTON § This AGREEMENT, made and entered into this the 2nd day of March, 1999, by and between TERRY MORGAN & ASSOCIATES, 1930 Thanksgiving Tower, 1601 Elm Street, Dallas, Texas 75201, with Terry Morgan, , having full authority to execute this Agreement on behalf of Terry Morgan & Associates, hereinafter referred to as "Consultant", and the CITY OF DENTON, a Texas Municipal Corporation, 215 E McKinney, Denton, Texas 76201, hereinafter referred to as "City", acting by and through its duly-authonzed City Manager WITNESSETH WHEREAS, the City finds it necessary to employ outside legal counsel to perform professional legal services in specialized areas of law, Planning and Zoning Law, Litigation, and Water and Wastewater Utility service issues, pertaining to the contemplated litigation to be commenced by the City of Denton, and other related legal services and representation pertaining to Denton Municipal Utilities' provision of water and wastewater service to customers within its City limits and its extraterritorial jurisdiction, and to preserve and defend the City's legal rights and interests as a Home -Rule City, as a utility service provider, and otherwise, against any person or entity unlawfully interfering with the City in its pursuits, and WHEREAS, the Consultant is willing to perform such services in a professional manner as an independent contractor, and WHEREAS, the City desires to engage the Consultant to render the professional services in connection therewith, and the Consultant is willing to provide such services NOW, THEREFORE, in consideration of the promises and mutual obligations herein, the parties hereto do hereby mutually AGREE as follows I 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 the City A, Services to be provided 1 The Consultant shall provide legal advice, support and representation respecting the intrusion of Denton County Fresh Water Supply District No lA and Denton County Fresh Water Supply District No 5 into the corporate boundaries, extraterritorial jurisdiction, and certificated water and sewer service areas of the City of Denton, without notice and without the Contract For Professional Legal Services — Page 1 consent of the City The representation may include filing, prosecuting, and settling actions on behalf of the City in state district court and at the Texas Natural Resources Conservation Commission, attending any meetings and conferences as requested by the City in relation to this matter, and consulting with and advising the City regarding all pertinent issues related to this matter Consultant shall also consult, as requested, with the City Council, City Manager, the Deputy City Manager, the Assistant City Manager for Utilities, the Director of Planning and Community Development, the Assistant Director of Water Utilities, the City Attorney, and any other designated City staff member respecting any and all aspects of the services to be performed under this Agreement This project includes both litigation legal services and non -litigation legal services 2 This Agreement also covers the following additional matters a Legal services rendered and to be rendered by Consultant to the City in the following pending litigation, from the inception of such litigation, through and including the disposition of any motion for new trial Edward Soph. et al v City of Denton Board of Adiustment, Cause No 98-10388-16, in the 16`h Judicial District Court in and for Denton County, Texas, which services are for any amounts billed for an amount over and above the not to exceed amount of the existing contract with Consultant for such litigation Consultant and the City agree that should any further legal services be needed by City subsequent to the disposition of any motion for new trial for such litigation, such as for legal services incident to any appeal, then the City and Consultant intend to enter into a new Contract for Professional Legal Services b Consultant shall provide the City with legal advice and services respecting land use issues requested by members of the City staff, as well as any advice requested by the City respecting annexation in connection with utility matters pertaining to the litigation between the City and the two Fresh Water Supply District defendants identified in paragraph I A 1 heremabove 3 Consultant shall perform all the professional services required in a timely fashion, and shall complete same in compliance with schedules established by the City through its City Council, City Manager and/or City Attorney, through discussions with the Consultant, as appropriate to carry out the terms and conditions of this Agreement II Tern This Agreement shall be for a term of one (1) year, beginning effective February 1, 1999 and ending on January 31, 2000 This Agreement may be sooner terminated in accordance with the provisions hereof Time is of the essence of this Agreement, and the Consultant shall make all reasonable efforts to complete the services set forth herein as expeditiously as possible during the term of this Agreement, and to meet the schedules established by the City, through its City Council, City Manager or City Attorney, or as the progress of this matter may require As litigation is contemplated under the terms of this engagement, Consultant and the City reasonably expect that further amendment(s) to this Agreement will be entered into by them, so long as such contemplated litigation is pending and not fully disposed of Contract For Professional Legal Services — Page 2 III: Compensation and Method of Pam ent A Consultant shall charge the following fees for its professional services hereunder, based on the following hourly billing rates for the attomey(s) involved in this matter Terry Morgan Terry Morgan Associate Attorneys [Litigation services] [Non -litigation services] $225 00 per billable hour $200 00 per billable hour $125 004150 00 per billable hour (Additional attorneys may be added to this engagement when approved by Consultant and City at such hourly fees as is agreed to in writing ) Attorney time shall be billed at one -tenth ( 1) hour mimmum billing increments B Consultant will attempt to reduce costs whenever feasible by utilizing qualified principals, associates, paralegals, and law clerks 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 C Consultant and the City agree that all charges for the legal services hereunder, including reasonable out-of-pocket expenses, shall not exceed One Hundred Thousand Dollars ($100,000 00) The parties agree that the establishment of this not -to -exceed figure by the parties is based upon a reasonable, good faith estimate of the expected legal services to be rendered by Consultant, due to possible unexpected contingencies as well as the uncertainties of litigation If it appears during the term of this Agreement that Consultant's fees to properly accomplish the work provided in the scope of services, may exceed $100,000 00, Consultant shall give notice in writing to the City Manager and the City Attorney of same Such notice shall provide an itemization of the expected hours and expenses needed to complete the scope of services based on each category or task yet to be completed on the engagement The City accepts no responsibility for any work performed during the term of this Agreement in excess of $100,000 unless the City Council, by resolution or ordinance, authorizes such expenditure D. The City shall either pay directly or reimburse the Consultant, as the case may be, for reasonable and necessary actual out-of-pocket expenses, including but not limited to, long-distance telephone, telecopier, reproduction, overnight courier, and travel All copies will be charged at the rate of ten cents ($ 10) per copy for copies made within Consultant's offices, with as much photocopying as possible being done by outside vendors at bulk rates or by the City to reduce costs if bulk copying is necessary The Contract For Professional Legal Services — Page 3 -7-1- parties agree that the charges for outgoing telecopies from Consultant shall be twenty- five cents ($ 25) per page and that there will be no charge by Consultant for mconung telecopies E The parties anticipate invoices or statements for services will be generated on a monthly basis and that said invoices or statements will be sent on or about the I" day of each month The City shall make payment to the Consultant within thirty (30) days of the satisfactory completion of services and receipt of an itemized invoice or statement All reimbursable expenses, including, but not necessarily limited to travel, lodging, and meals, shall be paid at the actual cost, pursuant to the terms, conditions, and limitations hereinabove set forth All invoices and bills shall be approved for payment by the City Attorney and the Assistant City Manager for Utilities F It is understood that the Consultant shall work with the coordination and general supervision of the Assistant City Manager for Utilities or his designee, and the City Attorney G 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 E McKinney, Denton, Texas 76201 When so addressed, the notice, invoice, and/or payment shall be deemed given upon 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 IV Professional Coronet A Consultant agrees that in the performance of these professional services, not to commit any error, omission or negligent act which will cause damages to City For the purpose of this Agreement, the key person who will be coordinating and performing most of the work for Consultant hereunder shall be Terry Morgan However, nothing herein shall limit Consultant from using other qualified and competent members of its firm to perform the services required herein B All legal documents as well as any legal opinions prepared or obtained under the terms of this Agreement are instruments of service and the City shall retain ownership and a property interest therein If this Agreement is terminated at any time for any reason prior to payment to the Consultant for work under this Agreement, all such documents prepared or obtained under the terms of the Agreement shall upon termination be delivered to and become the property of the City upon request and without restriction on their use or further compensation to the Consultant Contract For Professional Legal Services — Page 4 V Establishment and Maintenance of Records Full and accurate records shall be maintained by the Consultant at its place of business with respect to all matters covered by this Agreement Such records shall be maintained for a period of at least three (3) years after receipt of final payment under this Agreement VI Audits and Inspection At any time during normal business hours and upon reasonable notice to the Consultant, there shall be made available to the City all of the Consultant's records with respect to all matters covered by this Agreement The Consultant shall permit the City to audit, examine, and make excerpts or transcripts from such records, and to make audits of contracts, invoices, materials, and other data relating to all matters covered by this Agreement VII Accomplishment of Protect 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 projects, the Consultant shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the City VIII Indemm v and Independent Contractor Relationship A Consultant shall perform all services as an independent contractor not under the direct supervision and control of the City Nothing herein shall be construed as creating a relationship of employer and employee between the parties The 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 anse from any negligence and/or errors or omissions on the part of the Consultant or from any breach of the Consultant's obligations under this Agreement Consultant agrees to defend, indemnify and hold harmless the City and all of its officers, agents, servants, and employees against any and all such claims to the extent of coverage by Consultant's professional liability policy The Consultant agrees to pay all expenses, including but not limited to attorneys' fees, and satisfy all judgments which may be incurred or rendered against the Consultant's professional liability insurance policy Nothing herein constitutes a waiver of any rights or remedies the City may have to pursue under either law or equity, including, without limitation, a cause of action for specific performance or for damages, a loss to the City, resulting from Consultant's negligent errors or omissions, or breach of contract, and all such rights and remedies are expressly reserved B Consultant shall maintain and shall be caused to be in force at all times during the term of this Agreement, a legally binding policy of professional liability insurance, listed by A M 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 the Consultant's negligent professional act and/or error or omission, in an amount not less than One Million Dollars ($1,000,000 00) combined single limit coverage occurrence In the event of change or cancellation of the policy by the insurer, Consultant hereby covenants to forthwith advise Contract For Professional Legal Services — Page 5 the City thereof, and in such event, Consultant shall, prior to the effective date of change or cancellation, deliver to the City evidence that substitute policies of insurance furnishing the same coverage have been obtained Consultant shall provide a copy of such policy or the declarations page of the policy, whichever is reasonably satisfactory, to the City through its City Attorney simultaneously with the execution of this Agreement IX Termination of Agreement A In connection with the work outlined in this Agreement, it is agreed and fully understood by the Consultant that the City may cancel or indefinitely suspend further work hereunder or terminate this Agreement at any time upon written notice to Consultant, Consultant shall cease all work and labor being performed under this Agreement Consultant may terminate this Agreement by giving the City fifteen (15) days written notice that Consultant is no longer in a position to continue representing the City Consultant shall invoice the City for all work satisfactorily completed and shall be compensated in accordance with the terms of this Agreement All reports and other documents, or data, or work related to the project shall become the property of the City upon termination of this Agreement B This Agreement may be 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 Agreement 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 thirty (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 Agreement shall require the City to pay for any work which is unsatisfactory or which is not submitted in compliance with the terms of this Agreement X Alternate DiMute Resolution The Consultant agrees that, if necessary, it will use its best efforts to resolve any disputes regarding the Agreement through the use of mediation or other forms of alternate dispute resolution set forth in Chapter 154 of the Texas Civil Practice and Remedies Code (V A T C S ) XI Entire Agrrgement This Agreement 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 Agreement Any supplement or amendment to this Agreement to be effective shall be in writing and signed by the City and the Consultant XII Compliance with Laws The Consultant shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as Contract For Professional Legal Services — Page 6 they may now read or hereafter be amended, including but not limited to the Texas Disciplinary Rules of Professional Conduct XIII Governing Law For the purpose of determining place of agreement and law governing same, this Agreement is entered into in the City and County of Denton, State of Texas, and shall be construed and governed by the laws of the State of Texas Venue and jurisdiction of any suit or cause of action ansmg under or in connection with this Agreement shall lie exclusively in a court of competent jurisdiction sitting in Denton County, Texas XIV 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 XV Personne A Consultant represents that it has or will secure at its own expense all personnel required to perform all the services required under this Agreement Such personnel shall not be employees or have any contractual relations with the City Consultant shall promptly inform the City of any conflict of interest or any potential conflict of interest that may arise during the term of this Agreement, in accordance with Consultant's duties and responsibilities under the Texas Disciplinary Rules of Professional Conduct B All services required hereunder will be performed by the Consultant or under its direct supervision All personnel engaged in work shall be qualified and shall be authorized or permitted under state and local laws to perform such services XVI Assi aen bilrtv Consultant shall not assign any interest in this Agreement and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the City thereto XVII 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", "Independent Contractor Relationship," and "Compensation and Method of Payment" hereof, shall be held to be invalid by any court of competent jurisdiction, this Agreement shall be interpreted as though such invalid agreements or covenants were not contained herein XVIII Responsibilities for Claims and Liability Approval by the City shall not constitute nor be deemed a release of the responsibility and liability of the Consultant for the accuracy and competency of its work, nor shall such approval be deemed to be an assumption of such responsibility of the City for any defect in any report or other documents prepared by the Consultant, its employees, officers, agents and or other consultants XIX Modification of Agreement No waiver or modifcation of this Agreement 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, and no evidence of any waiver or modification Contract For Professional Legal Services — Page 7 shall be offered or received in evidence in any proceeding ansing between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, unless such waiver or modification is in writing, duly executed as aforesaid, and, the parties further agree that the provisions of this article will not be waived as herein set forth XX Captions The captions of this Agreement are for informational purposes only and shall not in any way affect the substantive terns or conditions of this Agreement XXI BindingEffect This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and assigns where permitted by this Agreement XXII Retroactive Effect This Agreement is hereby expressly ratified by City and Consultant to provide that all previous legal services performed by the Firm that fall within the contractual scope of services, as defined in paragraph I hereinabove, are retroactively approved hereby IN WITNESS HEREOF, the City of Denton, Texas, has caused this Agreement to be executed in four (4) original counterparts, by and through its duly -authorized City Manager, and Consultant has executed this Agreement by and through its duly -authorized undersigned partner, dated this the 2nd day of March, 1999 ATTEST JENNIFER WALTERS, CITY SECRETARY By APPR ED A TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY By V CITY OF DENTON A Texas Municipal ( City Manager Contract For Professional Legal Services — Page 8 TERRY MORGAN & ASSOCIATES By R Terry Morgans Jle 4- TKVN P. t ATTEST S \Our Documents\Contracts\99\Teny Morgan W-W W Lit PSA doc Contract For Professional Legal Services — Page 9 ORDINANCE NO - 1t AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MAN- AGER TO EXECUTE A FIRST AMENDMENT TO THAT CONTRACT FOR PROFES- SIONAL LEGAL SERVICES WITH THE LAW FIRM OF TERRY MORGAN AND ASSO- CIATES ADDING TO THE CURRENT SCOPE OF SERVICES LEGAL ANALYSIS OF THE CITY OF DENTON COMPREHENSIVE PLAN 1999-2020, ANY REQUESTED ASSIS- TANCE IN REWRITING THE DENTON DEVELOPMENT CODE, AND OTHER LEGAL SERVICES RELATED THERETO, INCREASING THE COMPENSATION UNDER THE CONTRACT TO COVER THESE ADDITIONAL SERVICES, AUTHORIZING THE EX- PENDITURE OF FUNDS THEREFOR, PROVIDING FOR RETROACTIVE EFFECT OF THE AGREEMENT, AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City Council deems it necessary to add to the current scope of services of that Contract for Professional Legal Services between the City of Denton and Terry Morgan and Associates to provide professional legal services to the City pertaining to the legal review of the City of Denton Comprehensive Plan 1999-2020, the Denton Development Code, and related matters and to increase the not -to -exceed limit of compensation under the Contract from $100,000 to $130,000, and WHEREAS, the City Council deems it in the public interest to approve a First Amend- ment to the current Contract for Professional Legal Services with Terry Morgan and Associates adding to the scope of services as indicated above, NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I1 That the City Manager is hereby authorized to execute a First Amendment to that Contract for Professional Legal Services with Terry Morgan and Associates adding to the scope of services legal advice with regard to the rewrite of the City of Denton Comprehensive Plan 1999-2020, the Denton Development Code, and related matters and increasing the compen- sation under the Contract, in substantially the form of the First Amendment attached hereto and incorporated by reference herein SSECTION 2 That the City Manager is hereby authorized to make the expenditures and take the actions set forth in the attached First Amendment SECTION 3 That all previous legal services performed by Terry Morgan and Associates that fall within the contractual scope of legal services as expanded by the First Amendment are hereby ratified and retroactively approved SECTION 4. That this ordinance shall become effective immediately upon its passage and approval c PASSED AND APPROVED this the 1l!/ day of 1999 ATTEST, JENNIFER WALTERS,/CIIT,Y SECRETARY BY W �_ APP VED A TO LEGAL FORM HERBERT L PROUTY, CITY ATTOWI( m P \shared\depNAL\Ow Dwummb\Ordinmm\"9 mwgm ammdmmt adinow dw JA LER, MAYOR Page 2 FIRST AMENDMENT TO CONTRACT FOR PROFESSIONAL LEGAL SERVICES COUNTY OF DENTON This First Amendment to that certain Contract for Professional Legal Services, made and entered into on the 2nd day of March, 1999, by and between TERRY MORGAN & ASSOCIATES, 1930 Thanksgiving Tower, 1601 Elm Street, Dallas, Texas 75201, hereinafter referred to as "Consultant", and the CITY OF DENTON, a Texas Municipal Corporation, 215 E McKinney, Denton, Texas 76201, hereinafter referred to as "City", acting by and through its duly-authonzed City Manager (hereinafter referred to as the "Base Agreement") WITNESSETH WHEREAS, the City finds it necessary to amend the Base Agreement with Consultant to add professional legal services for assistance in providing legal advice with regard to the Denton Comprehensive Plan 1999-2020 ("Comprehensive Plan"), the Denton Development Code, and related legal services, and WHEREAS, the Consultant is willing to perform such additional services in a professional manner as an independent contractor, and WHEREAS, the City desires to engage the Consultant to render these additional professional services in connection therewith, NOW, THEREFORE, in consideration of the promises and mutual obligations herein, the parties do hereby mutually agree to amend the scope of services and the compensation of the Base Agreement as follows 1 That Section I "Scope of Services" of the Base Agreement is hereby amended by amending Section 2 b so that same shall now read as follows follows Consultant shall provide the City with legal advice and services respecting the rewrite of the Comprehensive Plan, the Development Code, and related matters and services respecting land use issues requested by members of the City staff, as well as any advice requested by the City respecting annexation in connection with utility matters pertaining to the litigation between the City and the two Fresh Water Supply District defendants identified in paragraph I A 1 heremabove That Section II "Term" of the Base Agreement is hereby amended to read as First Amendment to Contract For Professional Legal Services — Page 1 II Term This Agreement shall be for a term of two (2) years, beginning effective February 1, 1999 and ending on January 31, 2001 This Agreement may be sooner terminated in accordance with the provisions hereof Time is of the essence of this Agreement, and the Consultant shall make all reasonable efforts to complete the services set forth herein as expeditiously as possible during the term of this Agreement, and to meet the schedules established by the City, through its City Council, City Manager or City Attorney, or as the progress of this matter may require As litigation is contemplated under the terms of this engagement, Consultant and the City reasonably expect that further amendment(s) to this Agreement will be entered into by them, so long as such contemplated litigation is pending and not fully disposed of 3 That Section III "Compensation and Method of Payment" of the Base Agreement is hereby amended by amending Section C to read as follows C Consultant and the City agree that all charges for the legal services hereunder, including reasonable out-of-pocket expenses, shall not exceed One Hundred Thirty Thousand Dollars ($130,000 00) The parties agree that the establishment of this not -to -exceed figure by the parties is based upon a reasonable, good faith estimate of the expected legal services to be rendered by Consultant, due to possible unexpected contingencies as well as the uncertainties of litigation and related matters If it appears during the term of this Agreement that Consultant's fees to properly accomplish the work provided in the scope of services, may exceed $130,000 00, Consultant shall give notice in writing to the City Manager and the City Attorney of same Such notice shall provide an itemization of the expected hours and expenses needed to complete the scope of services based on each category or task yet to be completed on the engagement The City accepts no responsibility for any work performed during the term of this Agreement in excess of $130,000 unless the City Council, by resolution or ordinance, authorizes such expenditure 4 That save and except as amended hereby, the terms and conditions of the Base Agreement entered into by the parties on the 2ad day of March, 1999 shall remain in full force and effect IN WITNESS HEREOF, the City of Denton, Texas, has caused this Agreement to be executed in four (4) original counterparts, by and through its duly -authorized City Manager, and Consultant has executed this Agreement by and through its duly-authonzed undersigned partner, dated this the day of '1999 First Amendment to Contract For Professional Legal Services — Page 2 CITY OF DENTON A Texas Municipal Corporation By 14/0V 4-L/ ONAJE t Manager ATTEST JENNIFER WALTERS, CITY SECRETARY By APP OVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY TERRY MORGAN & ASSOCIATES By &Uj 9'I G44— Terry M gan, 12AW&V �C Sq�ENt' ATTEST \\CH LGL\VOLI\Ihue dept\LGL\Ou,DMMMY\Conw \99\nwW Vela dmmt dw First Amendment to Contract For Professional Legal Services — Page 3