1996-212AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE AN EMPLOYMENT
CONTRACT FOR PROFESSIONAL LEGAL SERVICES WITH THE LAW OFFICES OF
JIM BOYLE, AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR, AND
PROVIDING AN EFFECTIVE DATE
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
~ That the City Manager is hereby authorized to
execute an Employment Contract for Professional Legal Services with
the Law Offices of Jim Boyle regarding various legislative matters,
a copy of which ~s attached hereto and incorporated here~n
~ That the expenditure of funds as provided in the
attached agreement ~s hereby authorized
S CT_~III That thss ordinance shall become effective
immediately upon Its passage and approval
ATTEST
JENNIFER WALTERS, CITY SECRETARY
<3'-£
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
EMPLOYMENT CONTRACT FOR
PROFESSIONAL LEGAL SERVICES
STATE OF TEXAS §
COUNTY OF DENTON §
I
This Agreement, made and entered into this /'7~ay of ~ 1996, btys
and between the Law Office of Jim Boyle, with Jim Bo~amng full authority to execute
Agreement, 1005 Congress, Suite 550, Austin, Texas 78701, hereinafter referred to as
"Consultant", and the City of Denton, a Texas Municipal Corporation, 215 East McKmney,
Denton, Texas 76201, hereinafter referred to as "City"
WITNESSETH
WHEREAS, the City needs to employ legal counsel to represent the City of Denton in
certain legislative matters relating to the City of Denton Mumc~pal Utflmes, and
WHEREAS, the Consultant ~s wllhng to perform such services in a professional manner
as an independent contractor, and
WHEREAS, the City desires to engage the Consultant to render the services m
connection therewith, and the Consultant ~s wllhng to provide such services
NOW, THEREFORE, in consideration of the promises and mutual obhgaUons herein,
the parties hereto do mutually agree as follows
I ~ The Consultant shall perform the following serwces in a professional
manner working as an independent contractor not under the direct superwslon and control of the
C~ty
A Sermces to be provided
1 Consultant will provide all those services set forth ~n h~s letter proposal
of August 7, 1996, a true and correct copy of which is attached hereto as
Exhibit "A" and made a part of th~s Agreement for all purposes, and shall
attend all legislative hearings, contact key legislators and legislative staff
as required
2 To consult with the C~ty Manager, Executive Director of Public Utilities,
City Attorney, and admlmstrat~ve personnel regarding any and all aspects
of the special services to be performed, including legal reseamh and
adwce with respect to such matters This will include coordinating w~th
the Executive Director of Public UUllt~es, the C~ty Attorney, and their
staff to efficiently perform the services reqmred and commumcate the
C~ty's legislative program or ~ssues to other interested parties or
legislators only to the extent necessary to advance the C~ty's legislat~ve
agenda
3 To provide monthly progress reports to the C~ty, and more frequently,
interim reports by telephone and facsimile
B The Consultant shall perform all the services required m a t~mely fashion, and
shall complete same in compliance w~th schedules estabhshed by the City through
its Executive D~rector of Uttht~es, as appropriate to carry out the terms and
conditions of th~s Agreement
II. Term: The services of Consultant shall commence upon the execution of th~s Agreement,
and shall contmue until all services hereunder have been performed Th~s Agreement may be
sooner terminated m accordance with the provis~ons hereof Time ~s of the essence of this
Agreement, and the Consultant shall make all reasonable efforts to complete the serwces set
forth herein as expeditiously as possible and to meet the schedules estabhshed by the C~ty,
through ~ts Executive D~rector of Ut~ht~es
III Comuensation and Method of Payment.
A The Consultant shall charge the following fees for ~ts professional services
hereunder, based on the following hourly rates for the attorneys and support staff
involved m th~s matter
........................................................................................................ Hourly
Estimated Staff Rate Hours
Jim Boyle
Law Clerk
Paralegal
Consultant agrees that all charges for the services hereunder, ~ncludlng expenses,
w~ll not exceed $37,000 00, to be paid at the rate of $3,000 per month through
September-December, 1996, for a total during th~s period not to exceed $12,000,
and $5,000 per month through January-May, 1997, for a total during th~s period
not to exceed $25,000
B The Consultant shall have the employees and attorneys listed m Section III-A
above, devote the amount of time to this matter as shown therein, but w~ll try to
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reduce costs by utilizing qualified principals, associates, and legal asslstams
wherever possible The Consultant shall bill the City through the submission of
invoices, statements, and other documentation, together with support data
including the progress reports referenced in Section I A 3 and details of all
services rendered, along with any reasonable and necessary out-of-pocket
expenses incurred
C Additionally, the City shall either pay directly or reimburse the Consultant, as the
case may be, for reasonable and necessary out-of-pocket expenses, lncludmg but
not hmlted to, telephone, telecopler, reproduction, postage, overmght courier,
and travel in accordance with Exhibit A which is attached to and made a part of
this contract for all purposes All copies will be charged at fifteen cents ($15)
per copy for copies made within Consultant's offices, and as much photocopying
as possible will be done by outside vendors at bulk rates or by the City to reduce
costs if bulk copying is necessary
D Upon completion of all services for a particular issue or transaction, the City shall
make payment to the Consultant within thirty (30) days of the satisfactory
completion of services and receipt of an invoice or statement The parties
anticipate mvomes or statements for serwces will be generated on a monthly basis
and that said invoices or statements will be sent on or about the 15th day of each
month All reimbursable expenses, including but not necessarily hmited to travel,
lodging, and meals shall be paid at the actual cost, pursuant to the terms and
conditions herelnabove set forth All invoices and bills shall be approved by the
Executive Director of Utlltues and the City Attorney
E It IS understood that the Consultant shall work under the coordination and general
supervision of the Executive Director of Utilities and the C~ty Attorney
F All notices, mvmces, and payment shall be made in wrmng and may be given by
personal delivery or by mai1 Notices, invoices, and payments sent by mall shall
be addressed respectfully, Herbert L Prouty, City Attorney, 215 E McKlnney,
Denton, Texas 76201, or to the Law Offices of Jim Boyle, 1005 Congress, Suite
550, Austin, Texas 78701 When so addressed, the notice, ~nvo~ce, and/or
payment shall be deemed given upon deposit in the United States Mai1, postage
prepaid In all other instances, notices, invoices, and/or payments shall be
deemed given at the time of actual dehvery 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 notice is given
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IV Professional Comnetencv:
A The Consultant agrees that in the performance of these professional services,
Consultant shall be responsible to the level of competency and shall use the same
degree of skill and care presently malntamed by other practicing professionals
performing the same or s~mllar types of work For the purpose of this
Agreement, the key person who will be performing most of the work hereunder
shall be Jim Boyle However, nothing hereto shall limit Consultant from using
other qualified and competent members of their firm to perform the sermces
required here~n
B Pleadings, motions, orders, notices, instruments, thscovery documents, reports,
and other legal documents prepared or obtamed under the terms of this
Agreement are ~nstruments of serwce and the City shall retain ownership and a
property mterest therein If this Agreement ~s terminated at any t~me for any
reason prior to payment to the Consultant for work under th~s Agreement, all
such documents prepared or obtained under the terms of the Agreement shall
upon termmatxon be dehvered to and become the property of the City upon
request and w~thout restriction on their use or further compensation to the
Consultant
V. E~tahh.~hment and Maintenance of Records' Full and accurate records shall be maintained
by the Consultant at as place of busmess with respect to all matters covered by th~s Agreement
Such records shall be maintained for a period of at least three years after receipt of final
payment under this Agreement
VI. Audits and Ins0ect~on. At any t~me dunng normal bus~ness hours and upon reasonable
not~ce to the Consultant, there shall be made available to the City all of the Consultant's records
with respect to all matters covered by th~s Agreement The Consultant shall permit the City to
audit, examine, and make excepts 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. Accom_ohshment of Pro3ect: The Consultant shall commence, carry on, and complete
any and all projects with all practmable thspatch, m a sound, economical and efficient matter,
and, in accordance with the provisions hereof and all apphcable laws In accomphshmg the
projects, the Consultants shall take such steps as are appropriate to insure that the work mvolved
~s properly coordmated with related work being earned on in the City
VIII. Indemmtv and Indeoendent Contractor Relat~onshm'
A The Consultant shall perform all serwces as an ~ndependent contractor not under
the direct supervision and control of the C~ty Nothing herem shall be construed
as creating a relationship of employer and employee between the part~es The
City and Consultant agree to cooperate in the defense of any claims, action, suit,
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or proceeding of any kind brought by a third party which may result from or
d~rectly or lnthrectly arise from any negligence and/or errors or omissions on the
part of the Consultant or from any breach of the Consultant's obhgatlons under
th~s Agreement In the event of any ht~gatmn or claim under th~s Agreement m
which C~ty ~s jomed as a party, Consultant shall prowde suitable counsel to
defend C~ty and Consultant against such claim, provtded the Consultant shall have
the right to proceed w~th the competent counsel of ~ts own choosing The
Consultant agrees to defend, ~ndemmfy and hold harmless the C~ty and all of ~ts
officers, agents, servants, and employees against any and all such claims to the
extent of coverage by Consultant's professional hablhty pohcy The Consultant
agrees to pay all expenses, tncluding but not hmlted to attorney's fees, and satisfy
all judgments which may be recurred or rendered against the Consultant's
professional hablhty ~nsurance policy Nothing here~n constitutes a wmver of any
rights or remedies the City may have to pursue under e~ther law or eqmty,
~ncludmg, without hm~tat~on, a cause of action for specific performance or for
damages, a loss to the C~ty, 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 ~n force at all t~mes dunng the
term of th~s Agreement, a legally binding pohcy of professional habfi~ty
insurance, ~ssued by Best Rated Carners, w~th a rating of A-, approved to do
business m Texas by the State Insurance Commission Such coverage shall cover
any claim hereunder occasioned by the Consultant's neghgent professional act
and/or error or omission, ~n an amount not less than $500,000 combined s~ngle
lnmt coverage occurrence In the event of change or cancellation of the pohcy
by the insurer, the Consultant hereby covenants to forthwith adwse the C~ty
thereof, and m such event, the Consultant shall, prior to the effective date of
change or cancellation, serve substitute pohc~es furmsh~ng the same coverage
The Consultant shall prowde a copy of such pohcy or the declarations page of the
pohcy, whichever ~s reasonably satisfactory, to the C~ty through ~ts Executive
D~rector of Pubhc Utilities s~multaneously w~th the execution of th~s Agreement
IX Termination of Agreement:
A In connection w~th the work outhned ~n th~s Agreement, ~t is agreed and fully
understood by the Consultant that the C~ty may cancel or ~ndefimtely suspend
further work hereunder or terminate th~s Agreement at any t~me upon written
not~ce to Consultant, upon receipt of such not~ce, Consultant shall cease all work
and labor being performed under th~s Agreement Consultant may terminate th~s
Agreement by g~mng the C~ty fifteen (15) days written notme that Consultant ~s
no longer m a pos~t~on to continue representing the C~ty Consultant shall invoice
the C~ty for all work satisfactorily completed and shall be compensated ~n
accordance w~th the terms of th~s Agreement All reports and other documents,
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or data, or work related to the project shall become the property of the Clty upon
termmatlon of this Agreement
B This Agreement may be terminated In whole or in part, m writing, by either party
in the event of substantial failure by the other party to fulfill its obhgatlons under
this Agreement through no fault of the termlnatmg party Provided, however,
that no such termination may be affected, unless the other party is given [1]
written notice (delivered by certified mall, return receipt request) of intent to
terminate, and not less than thirty (30) calendar days to cure the failure, and, [2]
an opportumty for consultation with the termlnatmg party prior to termination
C Nothmg contained herein or elsewhere In th~s Agreement shall require the City
to pay for any work which is unsatisfactory or which is not submitted in
comphance with the terms of this Agreement
X. Enti e A r ement' Th~s agreement represents the entire agreement and understanding
between the part~es and any negotiations, proposals, or oral agreements are ~ntended to be
integrated herein and to be superseded by th~s written agreement Any supplement or
amendment to this agreement to be effective shall be m wrltmg and s~gned by the C~ty and the
Consultant
XI Compliance with Laws. The Consultant shall comply w~th all federal, state, local laws,
rules, regulations, and ordinances apphcable to the work covered hereunder as they may now
read or hereinafter be amended, lncludmg but not limited to the Texas D~sclphnary Rule of
Professional Conduct
XII. ~ Law. For the purpose of determining place of agreement and law governing
same, this Agreement ~s entered mto the City and County of Denton, State of Texas, and shall
be governed by the laws of the State of Texas Venue and jurisdiction of any stat or cause of
action arlsmg under or ~n connection with this Agreement shall be exclusively in a court of
competent jurxsdlCtlOn Slttxng m Denton County
XIII. Discrimination Prohibited. In performmg the servxces required hereunder, the
Consultant shall not dxscr~mlnate against any person on the bas~s of race, color, rehglon, sex,
national origin or ancestry, age, or physical handxcap
XIV. Personnel'
A The Agreement to the Consultant represents that it has or will secure at its own
expense all personnel reqmred 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 xnform the City of any conflict of
mterest or potential conflict of interest that may arise dunng the term of this
Agreement, in accordance w~th Consultant's responslblhtles under the Texas
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D~sclphnary Rules of Professional Conduct
B All services reqmred hereunder will be performed by the Consultant or under ~ts
superwsxon All personnel engaged ~n work shall be quahfied and shall be
authorized or permxtted under state and local laws to perform such servmes
XV ~ The Consultant shall not assign any interest ~n th~s Agreement and shall
not transfer any mterest ~n th~s Agreement (whether by assignment, novation, or otherwise)
without the prior written consent of the C~ty thereto
XVI. Severabihtv: All agreements and covenants contained here~n are severable, and ~n the
event any of them, w~th the exception of those contained ~n sections headed "Scope of Serwces",
"Independent Contractor Relationship", and "Compensation and Method of Payment" hereof,
shall be held to be ~nvahd by any competent court, this Agreement shall be interpreted as though
such lnvahd agreements or covenants were not contained there~n
XVII. Respans~bihtles for Cimms and Liability. Approval by the C~ty shall not constgute
nor be deemed a release of the respons~bthty and habfllty of the Consultant for the accuracy and
competency of ~ts work, nor shall such approval be deemed to be an assumption of such
responsibility of the C~ty for any defect ~n any report or other documents prepared by the
consultant, ~ts employees, officers, agents and consultants
XVIII Modfficatmn of A~,reement: No waiver or modlficauon of th~s Agreement or of any
covenant, condition, or hm~tat~on here~n contained shall be valid unless ~n writing and duly
executed by the party to be charged therewith and no ewdence of any waiver or modd~cauon
shall be offered or received m ewdence ~n any proceeding arising between the part,es hereto out
of or affecting th~s agreement, or the rights or obhgat~ons of the part,es hereunder, unless such
wmver or modification ~s ~n writing, duly executed as aforesmd, and, the part,es further agree
that the prows~ons of th~s section will not be waived as here~n set forth
XIX Captions: The captions of this Agreement are for ~nformauonal purposes only and shall
not ~n any way affect the substantive terms or conditions of th~s Agreement
XX ~ Th~s Agreement shall be binding upon and inure to the benefit of the
part,es hereto and their respecuve he~rs, executors, administrators, legal representatives, succes-
sors, and asmgns where penmtted by th~s Agreement
IN WITNESS HEREOF, the C~ty of Denton, Texas has caused th~s Agreement to be
executed by ~ts duly authorized C:ty Manager and Consultant has executed th~s Agreement
through its duly authorized undersigned officer, dated the __ day of ,1996
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CITY OF DENTON
TED' BENAVIDES, CITY MANAGER
ATTEST
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
THE LAW OFFICE OF JIM BOYLE
A \BOYLE K2
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