2002-221AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY
MANAGER TO EXECUTE A SECOND AMENDED CONTRACT FOR PROFESSIONAL
LEGAL SERVICES WITH THE LAW FIRM OF DICKSTEIN, SHAPIRO, MORIN &
OSHINSKY, L.L.P. FOR SERVICES PERTAINING TO THE DENTON MUNICIPAL
ELECTRIC DIVESTITURE; AUTHORIZING THE EXPENDITURE OF FUNDS
THEREFOR; PROVIDING FOR RETROACTIVE APPROVAL OF THE AGREEMENT; AND
PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City Council deems it necessary and appropriate and in the public
interest to continue to engage the law firm of Dickstein, Shapiro, Morin & Oshinsky, L.L.P.
("DSMO"), of Washington, D.C., to provide professional legal services incident to, pertaining to,
and following up on the Denton Municipal Electric generation divestiture; and
WHEREAS, the City has previously retained the professional legal services of DSMO on
this matter on April 6, 1999, and has operated under a Contract For Professional Legal Services,
in the mount of $450,000 thereafter; and
WHEREAS, the City has also previously retained the professional legal services of
DSMO on February 20, 2001, and has operated under a First Amendment to Contract for
Professional Legal Services in the additional amount of $300,000 thereafter; and
WHEREAS, the City finds there are certain final activities regarding the consummation
of the sale and certain follow-up activities that are necessary to be performed, and that this
Second Amended Contract for Professional Legal Services should be entered into, finalizing the
electric generation divestiture; and
WHEREAS, the City staff has reported to the City Council that there is a substantial need
for the hereinabove described professional services by Denton Municipal Electric, and that
limited City staff cannot adequately perform the highly specialized legal 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 on the basis of competitive bids, but must select the provider of
professional services on the basis of demonstrated competence, knowledge, and qualifications,
and for a fair and reasonable price; and the City Council hereby finds and concludes that DSMO
is appropriately qualified under the provisions of the law, to be continued as outside legal
counsel for the City, specifically Denton Municipal Electric, respecting this engagement; and
WHEREAS, the City Council has provided in the City budget for the appropriation of
funds to be used for the procurement of the foregoing professional legal services, as set forth in
this Second Amendment to Contract for Professional Legal Services; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1: That the City Manager is hereby authorized to execute a Second
Amendment to Contract for Professional Legal Services with the law firm of Dickstein, Shapiro,
Morin & Oshinsky, L.L.P., of Washington, D.C. for professional legal services relating to and
following up on the Denton Municipal Electric divestiture, in substantially the form of the
Second Amendment to Contract for Professional Legal Services attached hereto and incorporated
herewith by reference.
SECTION 2: That the award of this Second Amendment to Contract is on the basis of
the demonstrated competence and qualifications of DSMO, and the ability of DSMO, to perform
the professional legal services needed by the City for a fair and reasonable price.
SECTION 3: That the expenditure of funds as provided for in the attached Second
Amendment to Contract for Professional Legal Services is hereby authorized.
SECTION 4 That as to the payment of fees and expenses, the Second Amendment to
Contract for Professional Legal Services is hereby ratified and retroactively approved, and shall
be effective fi.om and after June 1, 2001.
SECTION 5: That except as provided in Section 4 hereinabove, this ordinance shall
become effective immediately upon its passage and approval.
PASSED AND APPROVED this the /~ ~ day of ~ ,
2002.
EULINE BROCK, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
By: . v
APPROVED AS TO LEGAL FORM:
HERBERT L. PROUTY, CITY ATTORNEY
S:\Our Document~\Ordinances\02(DS~O Second A~nended Contract- 00 ord.do
2
THE STATE OF TEXAS
COUNTY OF DENTON
SECOND AMENDMENT
TO CONTRACT FOR PROFESSIONAL LEGAL SERVICES
THIS SECOND AMENDMENT to that certain Contract for Professional Legal
Services (hereafter the "Contract"), executed April 6, 1999; dated effective as of March
12, 1999, heretofore entered into by and between the City of Denton, Texas, a Texas
Municipal Corporation with its offices at 215 East McKinney Street, Denton, Texas
76201 (hereafter referred to as "CITY"); and the law firm of Dickstein, Shapiro, Morin &
Oshinsky, a Limited Liability Partnership, with its offices at 2101 L Street NW,
Washington, D.C. 20037 (hereafter referred to as "LEGAL ADVISOR"); acting herein
by and through their respective duly authorized signatories; and
WHEREAS, said Contract was further amended by that certain "First Amendment
to Contract for Professional Legal Services" (hereafter the "First Amended Contract"),
heretofore entered into by and between CITY and LEGAL ADVISOR, executed
February 20, 2001; dated effective as of January 1, 2001; and
NOW THEREFORE, the City of Denton, Texas and the firm of Dickstein,
Shapiro, Morin & Oshinsky (hereafter collectively referred to as the "PARTIES"), in
consideration of their further mutual promises and covenants, as well as for other good
and valuable considerations, do hereby AGREE to the following final amendments to the
terms and conditions of the Contract and the First Amended Contract, to wit:
That the provisions of Section III.C. of the Contract and the First Amended
Contract shall instead read an additional NINETY ONE THOUSAND FIFTY EIGHT
and 40/100 DOLLARS ($91,058.40) effective June 1, 2001, as follows:
Legal Advisor and the City agree that charges for the legal services
contemplated under this Agreement, including all professional services
rendered by Legal Advisor and Subcontractor combined, and including
direct out-of-pocket expenses, shall not exceed EIGHT HUNDRED
FORTY ONE THOUSAND FIFTY EIGHT AND 40/100 DOLLARS
($841,058.40).
II.
The PARTIES agree, that except as specifically provided for by this Second
Amendment to Contract For Professional Legal Services, that all of the terms, covenants,
1
1478692 vl; V_YS01LDOC
conditions, agreements, rights, responsibilities, and obligations of the parties set forth in
the Contract, shall remain in full force and effect.
IN WITNESS WHEREOF, the City of Denton, Texas and the firm of Dickstein,
Shapiro, Morin & Oshinsky, L.L.P. have executed this Second Amendment To Contract
For Professional Legal Services, in (4) original counterparts, by and !~q~gh their
respect~e ,duly authorized representatives and officers on this the ~ day of
· Y 0\}/ ,2002; however, to be effective and ratified from and after June
1, 2001. z
"CITY"
CITY OF DENTON, TEXAS
A Texas Municipal Corporation
~C o{ldfa f~, ~/~lanager
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
By:
APPROVED AS TO LEGAL FORM:
HERBERT L. PROUTY, CITY ATTORNEY
By:
ATTEST:
"CONSULTANT"
DICKSTEIN, SHAPIRO, MORIN & OSHINSKY
A Limited Liability Partnership
By:
S:\Our Documents\Contracts\02~DSMO Second Amended Agrmt-Divestiture DME 2002.do¢
2
1478692 vi; V_YSOI!.DOC