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2014-324s:\legal\our documents\ordinances\14\margan psa-gas wel( matters-2.doc oxDrNANCE No. 2014-324 AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE APPROVAL OF A PROFESSIONAL LEGAL SERVICES AGREEMENT BY AND BETWEEN TERRY MORGAN & ASSOCIATES, P.C. AND THE CITY OF DENTON, TEXAS; PROVIDING FOR THE EXPENDITURE OF FUNDS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council deems that it is in the public interest to continue to engage the law firm of Terry Morgan & Associates, P.C., Dallas, Texas to provide professional legal services for the City of Denton, Texas that are related to the gas well matters in the City; and WHEREAS, City staff has reported to the City Council that there is a substantial need for the above-referenced professional legal services and that the City has been working with Terry Morgan and Associates pursuant to the contracting authority of the City Manager; further, limited City staff cannot adequately perform the specialized services and tasks with its own personnel; and WHEREAS, Chapter 2254 of the Texas Government Code, known as the "Professional Services Procurement Act," generally provides that a City may select a provider of professional services on the basis of demonstrated competence, knowledge, and qualifications, and for a fair and reasonable price; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: TION 1. The preamble to this ordinance is incorporated herewith by reference as a .S.E.C........._. � � part of this ordinance. SECTION 2. The City Manager is hereby authorized by the City Council to execute the Letter Agreement between the City and Terry Morgan & Associates, P.C., Dallas, Texas, dated September 23, 2014 and attached hereto as Exhibit "A" and incorporated herein, for professional legal services for a total fee of not to exceed $200,000. SECTION 3. The award of this Agreement by the City is on the basis of the demonstrated competence, knowledge, and qualifications of Terry Morgan & Associates, P.C. and the demonstrated ability of Terry Morgan & Associates, P.C. to perform the services needed by the City for a fair and reasonable price. SECTION 4. The expenditure of funds as provided in the attached Agreement is hereby authorized. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. � s:\legal\our documents\ordinances\14�norgan psa-gas well matters-2.doc PASSED AND APPROVED this the �� ,.____ day of �� " �,w.,,, � 2014. � �� m,. wm � "�-Y�' �a �� '� ��•� r:.:� ➢��,�.YOR ........... f � , ATTEST: JENNIFER WALTERS, CITY SECRETARY BY; �� "�"�� ,�� `��"�- � �� ,. � �._ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY � e. , ,� ° � BY: � �� _ � .�...--- .. ..�__..m �� -_ . Page 2 Exhibit A TExxY D. MORGAN & ASSOCIATES, P.C. Atior.neys and Counselors �0801�I. ��v�r�znr� rxprzFSSw�v, Surr� ] 3d0 �ni.�,ns, TexAS 752(i6 1; , � .. � � UPDATED LETTER AGREEMENT September 23, 2014 VIA EMAIL Ms. Anita Burgess City Attorney City of Denton, TX 215 E, McKinney Denton, TX 76201 Re; Scope of Legal Services Eagleridge Litigation and Negotiations Ga,s Well Amendments Dear Anita; (214) 74U-9944 rnX: �2�a�� ass-332� F-Mail: tmorgan�msstxla�v.com This letter confirms the employznent of Terry Morgan & Associates ("TMA") for legal services to assist the City of Denton in prosecuting and defending litigation with Eagleridge Energy, LLC and Eagleridge Operating, LLC re�arding compliance with the City's gas well regulations. The scope of legal services for this task may generally be described as providing legal assistance to the City Attorney in evahiating such claims, filing litigation in behalf of the City, formulating legal defense strategies, conducting legal research and discovery, trying the case(s), preparing potential settlement terms and engaging in settlement negotiations, and advising the City Manager and the City Council concerning such litigation. The scope of services also includes proposed gas well amendments, drafting of gas well ainendments, and potential legislation. Tn connection with these tasks, TMA will attend executive sessions of the City Council, as directed by the City Attorney, for purposes of briefing the Council on the status of the claims. TMA will perform such services as directed by the City Attorney. The City will compensate TMA for time and expenses, including any services already provided prior to the date of this letter agreement after authorization by the City Council on October 15, 2013, not to exceed the amount of $200,000 unless by express letter amendment. TMA has retained the sarvices of James Morris, Goins Underkofler, as co-counsel, whose employment for this task is Ms. Anita Burgess October 30, 2013 Page 2 likewise c�nfirmed. Legal services will be billed by Terry D. Morgan at the rate of $300 per hour and by Jaznes Morris at the rate of $275 per hour. TMA charges for expenses as follows: for in-office photocopying, $.25 per page; for telecopying, $1.00 for the first page of a transmission, and $.25 per subsequent page; for postage, cost. We will bill the City at cost for out-of-pocket expenses, but wzll not incur any unusual expense without the City's prior approval. I.nvoices will be sent to the City on a monthly basis, with payment to be rendered within thirty (30) days of receipt. If you agree with the description and terms of the legal services set forth, please have a copy of this letter acknowledged and return it to zne. If you have questions or changes, please do not hesitate to contact rne. I look forward to continuing work with the City in this matter. If you have any questions or comments, please contact our office. TDM/j c SI��4T'U��O'ih �"�'P: G.O�u�rlLn�r�arl� �,��;&tluir Ma�;Nu��uu„unurta�ut CITY OF DENTON, TEXAS ACKNOWLEDGMENT .,�� BY._.�� !��._...........�........ �.. �....�... George C. C"��C�l.�� l ��t��a (:."�� v1��f��.;�r° �� '��` ��',�� Sincerely yours, �,� �� 5 �� r�� "��y�°� �7� ��N ��z� �°`� for Terry Morgan � �ty��.��te��, P.C. APPROVED AS TO LEGAL FORM � , � ti, � BY' .... ,,,. w ,� � ...w-- �. � ... ----�.,,,,,,,.. Anita Bw•gess Denton City Atlorney