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2001-086 ORDINANCE NO flPP/"P AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER TO EXECUTE A FIRST 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 pubhc interest to continue to engage the law firm of Dlckste~n, Shapiro, Monn & Osh~nsky, L L P (DSMO), of Washmgton, D C, to provide professional legal servmes pertmmng to the Denton Munm~pal Electric d~vest~ture, and WHEREAS, the C~ty has previously retmned the professional legal services of DSMO on th~s matter on April 6, 1999, and has operated under a Contract For Professional Legal Serwces, in the amount of $450,000 thereafter, and WHEREAS, the C~ty staff has reported to the City Council that there is a substantial need for the heremabove described professional services by Denton Municipal Electric, and that limited City staff cannot adequately perform the highly specialized legal services and tasks, with ~ts 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 prowder of professional services on the basis of competitive b~ds, but must select the provider of professional services on the bas~s of demonstrated competence, knowledge, and quahficat~ons, and for a fair and reasonable price, and the C~ty Council hereby finds and concludes that DSMO is appropriately qualified under the prowslons of the law, to be continued as outside legal counsel,for the C~ty, specffically Denton Mumc~pal 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 th~s First Amendment to Contract for Professional Legal Servmes, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION 1 That the City Manager is hereby authorized to execute a F~rst Amendment to Contract for Professional Legal Servmes w~th the law firm of Dmksteln, Shapiro, Monn & Osfunsky, L L P, of Washmgton, D C for professional legal services relating to the Denton Mtmlmpal Electric divestiture, in substantially the form of the First Amendment to Contract for Professional Legal Services attached hereto and incorporated herewith by reference SECTION 2 That the award of this First Amendment to Contract is on the basis of the demonstrated competence and quahficat~ons of DSMO, and the ablhty 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 prowded for m the attached First Amendment to Contract for Professional Legal Services is hereby authorized 4 That as to the payment of fees and expenses, the F~rst Amendment to SE_CT~ION. 4 · ~ , ~,.,,~ ,~ hereby ratified and retroactively approved, and shall Contract for Pro~esslonal Legal .............. - be effective from and after January 1, 2001 SECTION 5. That except as provided in Section 4 heremabove, this ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED th~s the ;0~ day of ~x.f~ 2001 EULINE BROCK, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY Byff .... - /r '- APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY S \Our Doouments\Ordmances\01\DSMO F~rst Amend Contract ord doc 2 THE STATE OF TEXAS ) COUNTY OF DENTON ) FIRST AMENDMENT TO CONTRACT FOR PROFESSIONAL LEGAL SERVICES THIS FIRST AMENDMENT to that certain Contract for Professional Legal Serwees, executed April 6, 1999, dated effective March 12, 1999, heretofore entered ~nto by and between the C~ty of Denton, Texas, a Texas Mumc~pal Corporation w~th ~ts offices at 215 East MeIQnney Street, Denton, Texas 76201 (hereafter referred to as "CITY"), and the law firm of D~ckste~n, Shapiro, Monn & Osh~nsky, a L~m~ted Lmbthty Partnership, w~th ~ts offices at 2101 L Street NW, Washington, D C 20037 (hereafter referred to as "LEGAL ADVISOR"), acting here~n by and through their respective duly authorized s~gnatones, and NOW THEREFORE, the C~ty of Denton, Texas and the firm of Dlckstem, Shapiro, Monn & Oslunsky (hereafter collectively referred to as the "PARTIES"), m conslderat~on of their mutual promises and covenants, as well as for other good and valuable considerations, do hereby AGREE to the following amendments to the terms and eondat~ons ofthe Contract For Profess~onal Legal Services (hereafierthe Contract ), effective March 12, 1999, to w~t I That the prowsaons of Section III C of the Contract For Professional Legal Servlees shall instead read an additional THREE HUNDRED THOUSAND DOLLARS ($300,000) effective January 1, 2001, as follows C Subject to Section D, Legal Adwsor and the C~ty agree that charges for the legal services contemplated under th~s Agreement, including all professional serwees rendered by Legal Advisor and Subcontractor combined, and including d~rect out-of-pocket expenses, shall not exceed SEVEN I-YUNDRED FIFTY THOUSAND DOLLARS ($750,000) II The pARTIES agree, that except as specifically prowded for by th~s F~rst Amendment to Contract For Professional Legal Serwces, that all of the terms, covenants, condat~ons, agreements, rights, responsabtht~es, and obhgat~ons of the part~es set forth m the Contract, shall remain m full force and effect IN WITNESS WHEREOF, the C~ty of Denton, Texas and the firm of D~ckste~n, Shapiro, Monn & Oshmsky, L L P have executed th~s F~rst Amendment To Contract For Professional Legal Services, tn (4) original counterparts, by and through the!r respective duly~ authorized representatives and officers on this the ~. day of x ~2//2j~3j~. ,2001 "CITY" CITY OF DENTON, TEXAS A Texas Mummpal Corporation tlv~chael~0V Je,~y Manager ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM HERBER~I L PROUTY, CITY ATTORNEY "CONSULTANT" DICKSTE1N, SHAPIRO, MORIN & OSHINSKY A L~m~ted Lmbdlty Partnership ATTEST C \WINDOWS\TEMP~BSMO F~rst Amended Agrmt Divestiture DME doc 2