2001-101 O INANCE NO 001-/0/
AN ORDiNANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY
MANAGER TO EXECUTE A FIRST AMENDED AGREEMENT FOR PROFESSIONAL
LEGAL SERVICES WITH THE LAW FIRM OF FULBRIGHT & JAWORSKI, LLP FOR
SERVICI3S PERTAINING TO OBTAINING A PRIVATE LETTER RULING FROM THE
INTERNAL REVENUE SERVICE RESPECTING THE ISSUANCE OF TAX-EXEMPT DEBT
TO REFiNANCE OUTSTANDING TEXAS MUNICIPAL POWER AGENCY DEBT,
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 Fulbnght & Jaworskl, LLP ("F&J"), of Houston,
Texas, to promde professional legal services pertatmng to obtmmng a private letter ruling from
the Internal Revenue Service respecting the issuance of tax-exempt debt to refinance outstanding
Texas Municipal Power Agency debt, and
WHEREAS, the City has previously retanned the professional legal services of F&J on
this matter on May 7, 1999, and has operated under a letter agreement for professional legal
services, ~lgned by the City Manager, m the amount of $24,250 since that time, and F&J has also
entered into other professional service agreements with the other TMPA Cities, and the expenses
have been very unpredictable, thus resulting in this First Amendment, and
WHEREAS, the City staffhas reported to the City Council that there is a substantial need
for the hetemabove described professional services by the City, and that limited City staff cannot
adequately perform the specialized legal services and tasks with its own personnel, and
WHEREAS, Chapter 2254 of the Texas Government Code, known as the "Professional
Services IProcurement Act," generally provides that a city may not select a provider of
professlor~al services on the basis of competitive bids, but must select the provider of
professloCal services on the basis of demonstrated competence, knowledge, and qualifications,
and for a,fmr and reasonable price, and the City Council hereby finds and concludes that F&J is
appropriately qualified under the provisions of the law, to be continued as outside legal counsel
for the City, raspectmg this engagement, and
WHEREAS, the City Council has provided in the City budget for the appropriation of
funds to ~e used for the procurement of the foregoing professional legal services, as set forth in
this First haanendment to Agreement 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 First Amendment
to Agreement for Professional Legal Services with the law firm of Fulbnght & Jaworskl, LLP of
Houston,l Texas for professional legal services pertmmng to obtaining a private letter ruling from
the Internal Revenue Service respecting the ~ssuance of tax-exempt debt to refinance Texas
Mumc~pal Power Agency debt, m substantially the form of the F~rst Amendment to Agreement
for Professional Legal Servmes attached hereto and ~ncorporated herewith by reference
SECTION 2 That the award of th~s F~rst Amended Agreement ~s on the barns of the
demonstrated competence and quahficat~ons of F&J, and the ablhty of F&$ to perform the
professional legal servmes needed by the C~ty for a fmr and reasonable price
SECTION 3 That the expenditure of funds as prowded for ~n the attached First
Amended Agreement for Professional Legal Servmes ~s hereby authorized
SECTION 4 That as to the payment of fees and expenses, the F~rst Amendment to
Agreement for Profesmonal Legal Serwces ~s hereby ratffied and retroactively approved, and
shall be effective from and after November 1, 2000
SECTION 5 That except as prowded m Section 4 herelnabove, this ordinance shall
become effectave ~mmedmtely upon ~ts passage and approval
PASSED AND APPROVED this the ~ ~ dayof ~L~ ,2001
EUL1NE BROCK, MAYOR
ATTEST
JENNIFER WALTERS, CITY SECRETARY
PROVED AS TO L O^L
S \Our Documentz\Ordman¢cs\01~Fulbnght & Jaworskl F~tat Amend K Private Lttr IRS ord doc
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THE STATE OF TEXAS )
COUNTY OF DENTON )
FIRST AMENDMENT
TO AGREEMENT FOR PROFESSIONAL LEGAL SERVICES
THIS FIRST AMENDMENT to that certain Agreement for Professional Legal
Services, dated May 7, 1999, heretofore entered into by and between the City of Denton,
Texas, a Texas Municipal Corporation with 1ts offices at 215 East McKmney Street,
Denton, Texas 76201 (hereafter referred to as "CITY"), and the law firm of Fulbnght &
Jaworsk~, LLP, with its offices at 1301 MeKmney, Suite 5100, Houston, Texas 77010
(hereafter referred to as "CONSULTANT"), acting herein by and through their respective
duly authorized signatories, and
NOW THEREFORE, the City of Denton, Texas and the law firm of Fulbnght &
Jaworskl, LLP (hereafter collectively referred to as the "PARTIES"), m consideration 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
conditions of the Agreement For Professional Legal Services (hereafter the
"Agreement"), dated May 7, 1999, to wit
I
That m lieu of and m substitution for the first sentence of the provisions of Item 1
of the "City of Denton Addendum to Fulbnght & Jaworskl, LLP Engagement Letter
Dated March 23, 1999 Respecting Professional Legal Services," the Item shall instead
state as follows
The Firm reasonably estimates that the City of Denton ("Denton") 21 3% pro-rata
share of all charges for the legal services provided for in this engagement,
including expenses as set forth herein shall not exceed $39,250
II
The PARTIES agree, that except as specifically provided for by this First
Amendment to Professional Legal Services Agreement, that all of the terms, covenants,
conditions, agreements, rights, responsibilities, and obligations of the parties set forth in
the Agreement, shall remaan in full force and effect
IN WITNESS WHEREOF, the City of Denton, Texas and the law firm of
Fulbnght & Jaworski, LLP have executed this First Amendment To Agreement For
Professional Legal Services, in four (4) original counterparts, by and through their
resRe.[tlve c~uly anthonzed representatives and officers on this the //~ day of
'f/I~?£PT~. ,2001
"CITY"
CITY OF DENTON, TEXAS
A Texas Mum¢~pal Corporation
M~chael W Jez, C~ty Manager
ATTEST
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
"CONSULTANT"
FULBRIGHT & JAWORSKI, LLP
A Texas L~m~ted L~abd~ty Partnership
C \TEMP\gwpHnfiFULBRI-I DOC
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