2006-001
FILE REFERENCE FORM
2006-001
FILE(S) Date Initials
First Amendment to Extension Agreement - original is attached 07/07/06 JR
Second Amendment to Extension Agreement - original is attached 10/09/06 JR
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ORDINANCE NO. 070()~ - 00/
AN ORDINANCE APPROVING AN EXTENSION OF PERSONAL AND PROFESSIONAL
SERVICES CONSULTING CONTRACT BETWEEN THE CITY OF DENTON AND
HERBERT L. PROUTY, LLP; AUTHORIZING THE EXPENDITURE OF FUNDS; AND
PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City of Denton desires to enter into an Extension of Personal and
Professional Services Consulting Contract with Herbert L. Prouty, LLP to provide legal services
to the City, in substantially the same form as the contract attached hereto and made a part hereof
as Exhibit "A", to take effect on February 1,2005 (the "Contract"); and
WHEREAS, the City Council finds that the Contract is in the public interest; NOW,
THEREFORE;
THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS:
SECTION 1. The recitals and findings contained in the preamble of this ordinance are
incorporated into the body of this ordinance.
SECTION 2. The City Council hereby approves the Contract and authorizes the Interim
City Manager, or his designee to eX:ecute the Contract on behalf of the City.
SECTION 3. The Interim City Manager, or his designee is authorized to make the
expenditures provided for in the Contract.
SECTION 4. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVW """he 3Ni d'y of ff '" I A fl AU
c~A~
EULINE BROCK, MAYOR
,2006.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY ffm~i rOo Q;/{A 4 -'
APPRO ED ~S; LEGAL FORM:
EDWIN M. SNYD CITY A RNEY
BY:
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Exhibit A
EXTENSION OF PERSONAL AND
PROFESSIONAL SERVICES CONSULTING AGREEMENT
FOR LEGAL SERVICES
STATE OF TEXAS ~
. COUNTY OF DENTON ~
THIS EXTENSION AGREEMENT is made and entered into to be effective on February
I, 2005, by and between the City of Denton, a Texas Municipal Corporation, with its principal
office at 215 East McKinney Street, Denton, Denton County, Texas 76201 (hereinafter referred
to as "City") and Herbert L. Prouty, LLP, hereinafter referred to as "Consultant."
WHEREAS, on the 5th day of April, 2005 the City engaged the services of Herbert L.
Prouty {"Consultant") as a consultant by entering into a Personal Services and Professional
Consulting Agreement for Legal Services {"Consultant Contract") to provide legal services to
assist with meeting the legal services' workload with the reduction in force of the Legal
Department ("legal services") from a seven lawyer to four lawyer office; and
WHEREAS, the Consultant Contract expires on January 31, 2006 but provides it may be
extended for a period of six months; and
WHEREAS, Consultant has served as the City's City Attorney for ten years and is
familiar with all aspects of the Legal Department and the organization and operations of the City
and the City desires to engage his unique personal services; and
WHEREAS, the City Attorney desires to extend this Consulting Contract for an
additional six months through July 31,2006 under the terms and conditions hereinafter stated.
NOW, THEREFORE, in consideration of the promises and mutual undertakings herein
contained, the parties agree as follows:
SECTION I. Engagement of Consultant/City's Obligations.
I(a). The City hereby exercises its option to extend the Consultant Contract and
engages the personal and professional services of Consultant for an additional six month period
from February I, 2006 to July 31, 2006 in accordance with Section 5 of the Consultant Contract
to assist the City Attorney to perform all functions and duties of the Legal Department as may be
assigned to him by the City Attorney including, without limitation, handling ongoing utility
matters involving Atmos Energy, Charter Communications, and CoServ, handling Denton
Municipal Airport and Transportation matters, and to provide assistance with municipal legal
servIces.
I(b). The City agrees to pay Consultant at the rate of $6,000.00 per month together
with any expenses incurred by Consultant in the performance of these legal services.
I (c). The City shall provide Consultant access to an office within the Legal department
and all equipment, including without limitations, computers and access to email, Westiaw, law
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books, and Consultant's identification card during the term of this Agreement to facilitate
Consultant's services herein and access to all City facilities as set forth in Section 4 hereof But
nothing herein shall prevent Consultant from performing the legal services contracted for
hereunder from his home office or any other suitable business location or from using his own
computer or other equipment to perform such services.
SECTION 2. Engagement of Consultant/Consultant Obligations.
2(a). Consultant shall perform the services herein with diligence and in accordance
with the professional standards customarily obtained for such services in the State of Texas.
2(b). Consultant shall perform all legal services assigned to him by the City Attorney.
Consultant will devote no more than twenty hours per week to any legal services assigned to him
under this Contract. Provided, however, Consultant shall have the right, during the term of this
Agreement, to teach, consult and to perform other work and other non-City connected business
so long as the non-City connected business does not conflict with Consultant's duties under this
Agreement as determined by the City Attorney. The City agrees that any teaching for the
University of Texas at Dallas, the University of North Texas, the Texas Women's University or
any similar higher educational institution will not constitute a conflict under this Agreement.
SECTION 3. Term.
This Extension of the Consultant Contract for legal services, expressed herein, shall
commence on the I st day of February 2006 and shall end on the 31 ,t day of July 2006, unless
sooner terminated for cause or unless extended by mutual agreement of the parties.
SECTION 4. Access to Facilities.
The City shall provide office space and access shall be complete in order to facilitate the
satisfactory performance of Consultant's services and shall include, without limitations, the
following:
A. Access to all the City's books and records;
B. Access to City's personnel;
C. Access to all support services such as computer, telephone, and copying within
the Legal Department;
D. Retention of the keys, the Consultant's identification card, and all other personal
items in an office space to be designated by the City Attorney until the end of this
Agreement.
SECTION 5. Renewal.
The City may request extensions of this Agreement for additional periods under such
terms and conditions as the City and the Consultant may agree upon.
SECTION 6. Billing and Time Records.
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At the City's request through its City Attorney, the Consultant shall keep and submit time
records detailing the work that Consultant has done and accomplished during the term of this
Consulting Agreement. Such billing shall be submitted and Consultant shall be paid on a
monthly basis.
SECTION 7. Other Support Papers, Documents and Property.
All documents prepared or furnished by the Consultant for delivery to City Attorney
become the property of the City upon the termination of the Agreement, and full and final
payment of all undisputed amounts owed Consultant hereunder. The Consultant is entitled to
retain copies of all such documents.
SECTION 8. Independent Contractor.
Consultant is to provide services to the City as an independent contractor, not as an
employee of the City. Consultant shall not have or claim any right arising from employee status
during the term of this Consulting Agreement.
SECTION 9. Arbitration and Alternate Dispute Resolution.
The parties may agree to settle any disputes under this Agreement by submitting the
dispute to arbitration or other means of alternate dispute resolution, such as mediation. No
arbitration or alternate dispute resolution arising out of or relating to this Agreement, involving
one party's disagreement, may include the other party to the disagreement without the other's
approval.
SECTION 10. Termination of Agreement.
A. This Agreement may be terminated whole or in part in the event of either party
substantially failing to fulfill its obligations under this Agreement. No such
termination will be affected unless the other party is given (1) written notice
(delivered by certified mail, return receipt requested) of intent to terminate and
setting forth the reasons speci fying the non-performance, 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.
B. If the Agreement is terminated for cause prior to completion of the services
provided hereunder, Consultant shall immediately cease all services and shall be
paid for services in accordance with his Agreement up to the actual date of
termination.
SECTION 11. Entire Agreement.
This Agreement, including all Exhibits and Amendments annexed hereto and made a part
hereof, constitutes the entire agreement between the parties hereto with respect to the subject matter
hereof and supersedes all other oral or written representations, understandings or agreements
relating to the subject matter hereof. Neither party shall be bound by the provisions of any pre-
printed or other written terms and conditions subsequent to the date of this Agreement relating to the
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subject matter hereof unless such additional terms and conditions are made effective pursuant to the
Amendments subsection ofthis section.
SECTION 12. Compliance with Laws.
The Consultant shall comply with all 'federal, state, local laws, rules, regulations, and
ordinances applicable to the professional services performed pursuant to this Agreement, as they
may now read or may hereafter be amended.
SECTION 13. Assignability
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.
SECTION 14. Modification or Amendment
A. No waiver or modification 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 shall be
offered or received in evidence in any proceeding arising 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; and, the
parties further agree that the provisions of this section will not be waived unless as
herein set forth.
B. No amendment of this Agreement shall be valid unless in writing and signed by both
parties.
SECTION 15. Miscellaneous.
A. Venue of any suit or cause of action under this Agreement shall lie exclusively in
Denton County, Texas. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas.
B. In accomplishing this engagement, Consultant shall take such steps as are
appropriate to coordinate the work involved with related work being carried on by
City.
C. City is engaging a Consultant due to his unique experience and Consultant shall
provide all services to be performed under the Agreement
D. The headings of this Agreement are for informational purposes only and shall not in
any way affect the substantive terms or conditions of this Agreement.
E. Each party represents that it is authorized to enter into this Agreement and that the
individual executing this Agreement on behalf of the party, is authorized to enter
into this Agreement.
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IN WITNESS WHEREOF, the City of Denton, Texas has caused this Agreement to be
executed by. its4rly autho. d Interim City Manager; and Consultant has executed this Agreement
on this the 3 day of i\M. , 2006.
"CITY"
CITY OF DENTON, TEXAS
BY:
Howard Martin, Interi
ATTEST:
JENNIFER WALTERS, ITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
EDWIN M. SNYD , ITY AT EY
"CONSULTANT"
BY:
BY:
ATTEST:
r~~1?JP/?J'~
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FIRST AMENDMENT TO EXTENSION OF PERSONAL AND
PROFESSIONAL SERVICES CONSULTING AGREEMENT
FOR LEGAL SERVICES
STATE OF TEXAS ~
COUNTY OF DENTON ~
THIS FIRST AMENDMENT to the Extension of Personal and Professional Services
Consulting Agreement for Legal Services (hereinafter referred to as "Extension Agreement")
which was made and entered into to be effective on February I, 2005, by and between the City of
Denton, a Texas Municipal Corporation, with its principal office at 215 East McKinney Street,
Denton, Denton County, Texas 76201 (hereinafter referred to as "City") and Herbert L. Prouty,
LLP, hereinafter referred to as "Consultant."
Whereas the Extension Agreement expires on July 31, 2006; and
Whereas, the parties desire to extend the Extension Agreement another three months
through October 31, 2006 to allow Consultant to complete certain ongoing projects and to help
with the transition of a new Assistant City Attorney who will be assuming the tasks now
performed by Consultant.
NOW, THEREFORE, in consideration of the promises and mutual undertakings herein
contained, the parties agree as follows:
SECTION I. The current Extension Agreement is hereby amended by amending Section
lea) "Engagement of Consultant/City's Obligation" extending the term of the Extension
Agreement for an additional three-month period from August I, 2006 through October 31, 2006,
for the same monthly compensation of $6,000 per month and in accordance with all the other
terms and conditions of the existing Extension Agreement.
SECTION 2. Save and except as amended hereby, all the remaining clauses, sentences,
paragraphs, sections and subsections of the Extension Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the City of Denton, Texas has caused this Agreement to be
executed by its_ Q\lly' authoriz Inte' m City Manager; and Consultant has executed this Agreement
on this the '7f1-/ day of , 2006.
"CITY"
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ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY~II\\llr [ l)n Q~ 4->
BY:
ATTEST:
"CONSULTANT"
HERBERT L. PROUTY, LLP
By~4
erbert L. Prouty
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SECOND AMENDMENT TO EXTENSION OF PERSONAL AND
PROFESSIONAL SERVICES CONSULTING AGREEMENT
FOR LEGAL SERVICES
STATE OF TEXAS ~
COUNTY OF DENTON ~
THIS SECOND AMENDMENT to the Extension of Personal and Professional Services
Consulting Agreement for Legal Services (hereinafter referred to as "Extension Agreement")
which was made and entered into to be effective on February 1,2006, by and between the City of
Denton, a Texas Mnnicipal Corporation, with its principal office at 215 East McKinney Street,
Denton, Denton County, Texas 76201 (hereinafter referred to as "City") and Herbert L. Prouty,
LLP, hereinafter referred to as "Consultant."
Whereas the Extension Agreement as amended expires on October 31, 2006; and
Whereas, the parties desire to extend the Extension Agreement another two weeks
through November 14, 2006 to allow Consultant to complete certain ongoing projects and to help
with the transition of a new Assistant City Attorney who will be assuming the tasks now
performed by Consultant.
NOW, THEREFORE, in consideration of the promises and mutual undertakings herein
contained, the parties agree as follows:
SECTION I. The current Extension Agreement is hereby amended by amending Section
I(a) "Engagement of Consultant/City's Obligation" extending the term of the Extension
Agreement for an additional two-week period from November I, 2006 through November 14,
2006, for the additional compensation of $3,000 and in accordance with all the other terms and
conditions of the existing Extension Agreement.
SECTION 2. Save and except as amended hereby, all the remaining clauses, sentences,
paragraphs, sections and subsections of the Extension Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the City of Denton, Texas has caused this Agreement to be
executed bY)Y;61ujry' authori~~anager; and Consultant has executed this Agreement
on this the ~ day of , 2006.
"CITY"
CITY OF DENTON, TEXAS
By:fbDM /fv\~:
HOWARD MARTIN
INTERIM CITY MANAGER
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ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPROVED AS TO L GAL FORM:
EDWIN M. S E CITY ATTORNEY
BY:
ATTEST:
~~G
"CONSULTANT"
HERBERT L. PROUTY, LLP
BY UkJJ(~
Herbert L. Prouty
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