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2013-163o�nvaNCE No. 2013-163 AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER TO EXECUTE A FIRST AMENDMENT TO A PROFESSIONAL SERVICES AGREEMENT WITH BRACEWELL & GNLIANI LLP FOR SERVICES 1N CONNECTION WITH THE NEGOTIATION OF POTENTIAL DEVELOPMENT AND LEASE AGREEMENTS AMONG THE UNIVERSITY OF NORTH TEXAS (UNT), THE DEVELOPER, AND THE CITY OF DENTON PERTAINING TO THE 1NCLUSION OF A CITY-OWNED CONVENTION/CONFERENCE CENTER AND RELATED PARKING FACILITIES IN THE NOT TO EXCEED AMOUNT OF $200,000; AND ESTABLISHING AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager is hereby authorized to execute a First Amendment to a Professional Services Agreement with Bracewell & Giuliani LLP, in substantially the form attached and incorporated herein by reference. SECTION 2. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the �'/fh; �.of < 6/.I./%iA�- . 2013. MARK A. �BU�ROU)Gr�IS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY r By. APPRO D AS LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: , �� UcodadldeportmenlsUegallour documenlslordinancesU3�firsl amendment m engagemenl Ielter s�1h brace5rell & guiliani.docs ���� LL �,.�I�L�AI�� July 2, 2013 City of Denton City Hall 215 E. McKinney Denton, TX 76201 Attn: George Campbell, City Manager Texas New York Washington, DC Connecticut Seattle Dubai London Ray Hutchison Senior Counsel 214.758.1698 Office 800.404.3970 Fax Ray.Hutchison@bgllp.com Bracewell & Giuliani LLP 1445 Ross Avenue Suite 3800 Dallas, Texas 75202-2711 Re: Amendment to Engagement Letter, — Transaction Negotiations and Financing of Convention-Conference Center and Hotel Developer Honorable Mayor, Members of the City Council and City Manager: The City of Denton (the "City") retained our firm to represent the City in connection with the negotiation of relevant development and lease agreements among the University of North Texas and the University of North Texas System (together, "LJNT"), a hotel developer (the "Developer"), and the City pertaining to the inclusion of a city-owned convention/conference cent�er and related parking facilities as a part of an upscale commercial hotel to be constructed on land owned by L1NT and leased to the Developer, as to the hotel, and to the City as to the convention/conference center and parking facilities. We continue to appreciate the opportunity to work with the City of Denton with regard to the development and lease agreements associated with a city-owned convention/conference center and parking facilities. This letter serves as the First Amendment to the engagement of our firm pursuant to that letter dated Apri127, 2012 under the subject line "Engagement Letter — Transaction Negotiations and Financing of Convention-Conference Center with i1NT and Hotel Developer" as accepted by Mr. Elton D. Brock, Purchasing Manager. The terms and conditions set forth in the letter of April 27, 2012 are carried forward into this First Amendment with the understanding that our firm's totally hourly services shall not exceed two-hundred thousand dollars ($200,000) unless this agreement is further amended. #4326883.1 �i�� �r. .t ; ' ; t , e � � ; �' i July 2, 2013 Page 2 If the foregoing correctly reflects your understanding of the amended terms and conditions of our representation, please so indicate by executing the enclosed copy of this letter in the space provided below and return it to the undersigned. We are pleased to have this opportunity to be of continued service to the City of Denton. Very truly yours, BRACEWELL & GIULIANI LLP , By: �-' Ray Hutchison AMENDMENT AGREED TO AND ACCEPTED this �� day of July, 2013: Attest: : ►. ��i� 1 �l� �i �: �f : � �I � _ ,_ _ #4326883.1 THE CITY OF DENTON By: George Campbell, City Manager Approved as to Form: �, � � ) _ {,t, � , . � Anita Burgess, City Attorney