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2014-389•', ` • � � �� AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE APPROVAL OF AN EXTENSION TO A PROFESSIONAL LEGAL SERVICES AGREEMENT BY AND BETWEEN COLE SCHOTZ, P.A. AND THE CITY OF DENTON, TEXAS; PROVIDING FOR THE EXPENDITURE OF FUNDS; AND PROVIDING AN EFFECTIVE DATE (FILE 5380-IN THE AMOUNT OF $125,000 FOR A TOTAL CONTRACT AMOUNT OF $200,000). WHEREAS, the City Council deems that it is in the public interest to extend the prafessional services agreement, continuing to engage the law firm of Cole Schotz, P.A. of Dallas, Texas to provide professional legal services for the City of Denton, Texas that are related to operations and other issues of the Texas Municipal Power Agency; 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 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 not select a provider of professional services an the basis of competitive bids, but must select the provider on the basis of demonstrated competence, knowledge, and qualifications, and for a fair and reasonable price; NOW, THEREFOR.E, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The preamble to this ardinance is incorporated herewith by reference as a part of this ordinance. SECTION 2. The City Manager, or his designee is hereby authorized by the City Council to execute an `Bxtension To Professional Services Agreement" (hereafter the "Agreement") with Cole Schotz, P.A., Dallas, Texas, for professional legal services necessary for the operations and other issues regarding the Texas Municipal Power Agency, for an additional fee of not-to-exceed $125,000, aggregating a not-to-exceed amount of $200,000; in substantially the form of the 66Agreement99 that is attached hereto as Exhibit "A" which is incorporated herewith by reference. SECTION 3. The award of this Agreement by the City is on the basis of the demonstrated competence, knowledge, and qualifications of Cole Schotz, P.A. and the demonstrated ability of Cole Schotz, P.A. to perform the services needed by the City 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. PASSED AND APPROVED this the �� _ � � �.� day of ��",�� ;�� :.......... — � 2014. �� C��tl � W T...�� :. � �.___ .... � � TS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY B� �� ANITA BURGESS, CITY ATTORNEY r� .�.�„� � � �, � _� .�. � �� B �� ° � � . `�� y �� ,. � ... ..... ��a� � �. Page 2 C� COLE SCH�TZ � COLE, SCHOT2, MEISEL, FORMAN & LEONARD, P.A. At[orneys at Law Avrofesslonal Coryorodon James W. Walker Member Reply to Dellas, Texas Office Writer's Direct Line: (469) 557-9391 Writer's Direct Fax: (469) 533-0361 Writer's E-Mail: jwelkerQcoleschotz.com November 4, 2014 Anita Burgess, Esq. City Attorney City of Denton Municipal Building 215 East McKinney Denton, Texas 76201 2515 McKinney Avenue, Suite 1350 Dallas, Texas 75201 (469)557-9391 (469)533-0361 fax New Jersey New York Delaware Maryland Re: Extension of that certain Engagement Contract regarding the representation of the City of Denton in connection with negotiations regarding that certain Power Sales Contract between the Texas Municipal Power Agency ("TMPA") and the Member Cities Denton, Bryan, Greenville and Garland (hereinafter referred to globally as the "TMPA Negotiations") Dear Anita: I want to thank you for entrusting your legal needs to Cole, Schotz, Meisel, Forman & Leonard, P.A. ("Cole Schotz" or the "Firm"). We are aware that there are many lawyers with whom you and the City of Denton ("Denton") could work, and we appreciate your giving us the opportunity to serve Denton. Since the Firin's founding in 1928, we have prided ourselves on providing superior legal representation, sound advice and unparalleled service to our clients. We have been diligently working on this matter for the City of Denton and anticipate a single extension of our engagement will be necessary to complete the work. We are therefore submitting this extension of our legal services agreement to you in your capacity as City Attorney for Denton. This correspondence constitutes our proposed engagement agreement memorializing your engagement of the Firm to represent Denton's legal interests in the TMPA Negotiations. Our representation of Denton in relation to the TMPA Negotiations will be limited to providing legal services reasonably within the ambit of these negotiations and the scope of our representation will not extend to include any other type of legal services absent a written supplement to this engagement agreement. This representation will confiinue and the extension will become effective upon your execution of this engagement agreement in the space provided below. ��w�a�.�aH...ir�� -��ir�u� �� COLE, SCHOTZ, MEISEL, FORMAN & LEONARD, P.A. ATTORNEYS AT LAW Anita Burgess, Esq. City Attorney November 4, 2014 1'age 2 Lesal Services to be Provided You agree that we will represent Denton in the TMPA Negotiations. The scope of our engagement can only be extended pursuant to a supplemental written engagement agreement. Denton, by and through its employees and elected officials, agrees to fully cooperate with us and to provide us with all information relevant to the issues involved in this matter. We agree to provide conscientious, competent and diligent services and at all times will seek to achieve a favorable outcome on a cost-effective basis. You should be aware that because of the uncertainty of legal proceedings, the interpretation of and changes in the law, and many unknown factors, attorneys cannot and do not warrant, predict or guarantee results or the iinal outcome of any matter. Le�al Fees and Exnenses Our objective to charge a fair fee for the services rendered is achieved primarily through the maintaining of accurate records of the time spent by each attorney and paralegal on a particular matter and then billing for that attorney's and para-professional's time in accordance with the range of hourly rates established. The following rates appl�: James W. Walker $375.00 per hour Jill Richardson $290.00 per hour Justin Levy $225 per hour Paralegals $165 per hour Our rates are periodically reviewed and adjusted based upon the increasing experience of the attorneys and various economic factors. Any rate changes will be reflected in our monthly invoices. We will not raise any rates being charged absent your prior written approval of same. The referenced hourly rates apply to all services rendered including telephone calls, drafting and review of correspondence and documents, travel time, legal research, negotiations, internal and external meetings and conferences and any other service relating to this matter. James W. Walker, as the undersigned counsel, will principally handle this matter. Ms. Richardson, as an environmental lawyer, and Mr. Levy, an associate with the Firm, will be tasked with research or other support projects and tasks as might be required to represent the best interests of Denton. We will not assign another lawyer to work on this matter absent your prior consent to same. We welcome you to view our website (www.coleschotz.com) if you would like additional information about the attorneys who will be working on this matter. Our Firm has previousl� undertaken representation of Denton in this matter for the sum of not-to-exceed $75,000. We have agreed that there is a need to expand this engagement regarding unforeseen complexities, in the arnount of not-to-exceed another $125,000, which we estimate will cover legal fees through the end of calendar year 2015. In addition to legal fees, Denton agrees to promptly pay for expenses such as filing fees, messenger services, telephone calls, photocopying, Lexis and Westlaw research, travel, postage, facsimile transmissions, scanning, coding, overtime clerical assistance, subpoenas, search fees, COLE, SCHOTZ, MEISEL, FORMAN & LEONARD, P.A. ATTORNEYS AT LAW Anita Burgess, Esq. City Attorney November 4, 2014 Page 3 transcripts, experts' fees and reports, title, survey, fees and expenses related to harvesting, hosting and processing any and all electronically stored information, and any other necessary expenses in legal matters. Billin� and Pavment We will send Denton our invoices on a monthly basis for services and expenses and we will issue a final invoice upon termination of our representation in this matter. Denton is expected to pay upon receipt of each invoice. Please direct any questions you might have about the nature or scope oi legal services provided Denton to the undersigned counsel. "1 +��r��ti�� ' �� r��ti�t�ti�� uai 1C�x;� ��ti�ry�a a��" �c��n�� .m�c3 ��t� �+"u1c� Our representation will terminate upon completion of the TMPA Negotiations. We reserve the right to withdraw from this matter, however, if Denton fails to honor this agreement, including failure to honor fee arrangements, or for any just reason as permitted or required under the Texas Rules of Professional Conduct or by the Rules of Court. We will also withdraw at Denton's request. If we withdraw, Denton agrees to promptly pay us for all services rendered and all fees and expenses incurred prior to the date of withdrawal. At the conclusion of our representation, we will return to Denton any original documents that it has furnished to us. If Denton would like to have any other documents or pleadings from the file we maintain on this matter, please advise us accordingly and we will provide your office all requested copies of our file documents and materials. Pursuant to the Firm's document retention policy, Denton's file will be retained for seven (7) years after which time the file may be destroyed without further notice to Denton or your office. Conflicts of Interest Before accepting this engagement, we have undertaken reasonable and customary efforts to determine whether there are any potential conflicts of interest that would bar our Firm from representing Denton. �ased upon this inquiry and the infbrmation available to us, we are not aware of any potential conflict of interest or basis for disqualification from this engagement. We reviewed this issue in accordance with the rules of professional responsibility applicable and currently in force in Texas. The execution and return of the enclosed copy of this letter by you represents an express agreement to the applicability of these rules. Texas Law on Retention of Attornevs Pursuant to Texas state law, Denton has the right to complain to the Chief Disciplinary Counsel of the State Bar of Texas about professional misconduct by any attorney, including any professional misconduct by the Firm's attorneys. Complaints must be made in writing. Complaint forms axe available from the State Bar of Texas Commission for Lawyer Discipline. The State Bar of Texas investigates and prosecutes professional misconduct committed by Texas attorneys. Although not every complaint against or dispute with an attorney includes professional misconduct, COLE, $CHOTZ, MEISEL, FORMAN & LEONARD, P.A. ATTORNEYS AT LAW Anita Burgess, Esq. City Attorney November 4, 2014 Page 4 the State Bar's Office of Chief Disciplinary Counsel will provide You information about how to file a cnmplaint. The toll-free number for the State Bar of Texas is 1-800-932-1900. This agreement, as well as our entire attorney-client relationship, shall be guided exclusively by Texas law. 5hould any dispute arise regarding same which cannot be resolved amicably, the courts of the State of Texas, in and for Tarrant County, shall be the exclusive jurisdiction and venue for any such dispute. Conclusion This written agreement constitutes the entire agreement relating to Denton's engagennent of this Firm in connection with the TMPA Negotiations. This written engagement agreement is not subject to any oral agreements or understandings, and can be nnodiized only by further written agreement signed by legal representatives of both Denton and the Firm. Unless expressly stated in this engagement agreement, no obligation or undertaking shall be implied on the part of the Firm. Please carefully review this engagement agreement. If the terms of our engagement in the TMPA Negotiations are acceptable, please sign and return the enclosed copy of this letter, so that we may commence our work. This engagement agreement may be executed in counterparts which taken together, shall constitute one and the same letter. A facsimile signature will be as valid as an original signature fnr all purposes relevant to this engagement agreement. The signature of the undersigned counsel on this letter signifies tha Firm's agreement to these terms of our engagement in the TMPA Negotiations. We look forward to continuing o�r work with you and the City of Denton. If at any time you have questions about the services we are performing, please do not hesitate to contact the undersigned counsel. Sincerely yours, COLE, SCHOTZ, MEISEL, FORMAN & LEONARD, P.A. �� ✓� � James W. Walker JWW:ah COLE, $CHOTZ, MEISEL, FORMAN & LEONARD, P.A. ATTORN EYS AT LAW Anita Burgess, Esq, City Attorney November 4, 2014 Page S Agreed on behalf of the City of Denton: + �� i� � ..� � � � Fy � , ��r� � �� " ��. � �r�'*�''��,�� 4�� ..w.+�.�.��.-.�� .. �., �..._ .......... .. ................�..�.- „ . .. ....�.�m�...... .........._. 'ta Burgess, Esq. � City Attorney City of Denton Signed this �� day of November, 2014