2000-029 O INANCENO
AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY
MANAGER TO EXECUTE AN AGREEMENT FOR PROFESSIONAL LEGAL SERVICES
WITH THE LAW FIRM OF LLOYD, GOSSELINK, BLEVINS, ROCHELLE, BALDWIN &
TOWNSEND, P C PERTAINING TO REPRESENTATION OF THE CITY BEFORE THE
PUBLIC UTILITIES COMMISSION OF TEXAS ("PUC") IN THE AREAS OF PUBLIC
UTILITY REGULATORY LAW AND ADMINISTRATIVE LAW, RESPECTING ANY
PERTINENT RULEMAKING PROCEEDING OR PROJECT, INCLUDING
REPRESENTATION PERTAINING TO THE IMPLEMENTATION OF SENATE BILL 7,
AND LEGAL ADVICE CONCERNING COMPLIANCE WITH PUC RULES RESPECTING
THE ACTIVITIES OF DENTON MUNICIPAL ELECTRIC, AUTHORIZING THE
EXPENDITURE OF FUNDS THEREFOR, PROVIDING FOR RETROACTIVE EFFECT OF
THE AGREEMENT, AND PROVIDING AN EFFECTIVE DATE
WHEREAS, the C~ty Council deems ~t necessary and ~n the pubhc interest to engage the
law firm of Lloyd, Gossehnk, Blevms, Rochelle, Baldwin & Townsend, P C, of Austin, Texas,
(the "F~rm") to prowde professional legal servmes to the City, pertmmng to representatmn of the
C~ty and Denton Mummpal Elecmc ("DME") before the Pubhc Utd~t~es Commlss~on of Texas
("PUC") m the spemahzed areas of pubhc utdity regulatory law and administrative law,
respecting any pertinent mlemakmg procee&ng or project, representation pertmnmg to the
~mplementat~on of Senate Bill 7, and legal advice concerning comphance w~th PUC roles
respecting the act~mt~es of DME, and
WHEREAS, the C~ty has heretofore twine engaged the F~rm to perform similar
professmnal legal serwces to those prowded for in the Agreement for Professional Legal
Servmes attached hereto The F~rm has continuously and fmthfully performed legal servmes
under the premous Agreements since 1997, and m October 1999, the funds provided for ~n the
second such Agreement between the C~ty and the F~rm were exhausted, because of the h~gh level
of actlwty warranted by numerous PUC projects pertmnmg to the ~mplementataon of the recently
enacted electric deregulation legmlat~on, Senate Bill 7 Nonetheless, the C~ty requested that the
F~rm promde continuous representation to the C~ty and DME on ~mportant PUC msues untd such
t~me as terms for a new Agreement for Professional Legal Servmes could be reached, whmh new
agreement w~ll promde for addltmnal compensation for the Finn, and until such t~me such
Agreement could be duly approved by the C~ty Council Accorchngly, it ~s approprmte that the
attached Agreement for Professional Legal Serwces with the F~rm should be ratified and
confirmed, and should be retroactively approved and made effective as of October 1, 1999 ~n
order to properly compensate the Firm for ~ts work performed heretofore at the specffic instance
and request of the C~ty, whmh work has d~rectly benefited the City, and
WHEREAS, the C~ty Coanml has provided m the C~ty Budget for the appropriation of
funds to be used for the purchase of the foregmng professaonal serwces, as set forth ~n the
attached Agreement for Professional Legal Sermces, NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
SECTION 1 That the C~ty Manager ~s hereby authorized to execute an Agreement for
Professmnal Legal Semces w~th the law firm of Lloyd, Gossehnk, Blevms, Rochelle, Baldwin,
& Townsend, a Texas Professional Corporation, Austin, Texas for professional legal serwces
pertmmng to the heremabove-descnbed matters ~nvolwng the C~ty of Denton and DME, ~n
substantmlly the form of the Agreement for Professional Legal Services attached hereto and
incorporated herewith by reference
SECTION 2 That the award of this Agreement ~s on the bas~s of the demonstrated
competence and qualfficattons of the F~rm, and the abd~ty of the F~rm to perform the professmnal
legal services needed by the C~ty for a fmr and reasonable price
SECTION 3 That the expend~tttre of funds as prowded for ~n the attached Agreement
for Professional Legal Sermces ~s hereby authorized
SECTION 4 That the Agreement for Professional Legal Servmes ~s hereby ratified,
confirmed, and retroacttvely approved, and shall be effective from and after October 1, 1999
SECTION 5 That except as otherwise provided m Section 4 hereof, this Orchnance
shall become effective ~mmechately upon ~ts passage and approval
PASSED AND APPROVED thls the /~-fl/ day of ~'~/.~L~/.,/.~ ,2000
ATTEST
JENNIFER WALTERS, CITY SECRETARY
^PPROVED AS TO LmAL FOra
HERBERT L ?ROUTY, CITY ATTORNEY
8 \Our Documonts\Ordman¢oaX99\Lloyd Goaselmk PUCT 00 DME PSA doc
AGREEMENT FOR
PROFESSIONAL LEGAL SERVICES
STATE OF TEXAS §
COUNTY OF DENTON §
THIS AGREEMENT, made and entered into th~s ~ day of ~57~/l./1~[d ,2000,
by and between LLOYD, GOSSELINK, BLEVINS, ROCHELLE, BALDWIN ~' TOWNSEND,
P C, a Texas Professional Corpor~on (hereanafter referred to as "CONSULTANT"), wtth Lambeth
Townsend, Shareholder, hawng full authonty to execute th~s Agreement on behalf of the firm, 111
Congress Avenue, State 1800, AusUn, Texas 78701, and the CITY OF DENTON, a Texas Mun~c,pal
Corporation, 215 East Mcganney, Denton, Texas 75201 (hercunafter referred to as "CITY"), vath
M~chael W Jez, City Manager, hawng full authority to execute this Agreement on behalf of the City
WlTNESSETtt
WHEREAS, the C~ty deems ~t necessary and m the pubhc interest to engage legal counsel to
provide professional legal senaces w~th respect to the C~ty's comphance w~th the Pubhc Utility
Commission ("PUC") electric transmission serwce rules as well as any rulemakmg proceechng or any
project relating to electric transnuss~on service as well as respecting the implementation of Senate Bill
7, or otherwise affecting the C~ty and
WHEREAS, the Consultant is wfihng to perform such serwces m a professional manner as an
xndependent contractor, and,
WHEREAS, the C~ty desires to engage the Consultant to render the professional senaces m
connectmn therevath, and the Consultant is wfihng to provide such senaces
NOW, THEREFORE, m cons~deratmn of the promises and mutual obhgat~ons hereto, the C~ty
and Consultant do hereby mutually AGREE as follows, to wtt
I Scope of Services: The Consultant shall perform the following services m a
professional manner worlang as an independent contractor not under the chrect superws~on and
control of the C~ty
A Sennees to be provided
1 Consultant shall represent the C~ty before the PUC concerning the C~ty's
comphance vath the PUC's Transmission Serwce Rules and concerning any
rulemahng proceechng or project relating to transmission servme, ~mplementlng
Senate Bill 7, or otherwise affecUng the C~ty, mcluchng, w~thout hmatat~on, the
professional legal services w~th regard to subm~ng pleaahngs and comments and
attenchng all uncontested heanngs and other proceechngs m relation to these matters,
and to consult w~th the C~ty through ~ts Denton Munm~pal Electric ("DME") staff
w~th regard to all filings, uncontested heanngs, and other ~ssues related to th~s
project Proxaded, however, ff the C~ty elects to participate in a contested case
procee&ng at the PUC relating to lransnuss~on service or any other matter, the
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parUes agree that it will be necessary to enter into a separate professional ser~ces
agreement, to provide for such additional legal services
2 To consult w~th the City Manager, Assistant City Manager for UUhties, the Director
of Electric Utilities, the City Attorney, the Assistant City Attorney for Utilities, and
other designated adrmmstrative personnel or staff regarding any and all aspects of
the professional sennces to be performed, including legal research, analysis, and
advice with respect to such matters This will include coordinating acUvmes with
the I~rector of Electric Utilities, the City Attorney and their respecUve staff to
efficaenfly perform the sennces required and to preserve the Attomey/Chent
privilege, work product, and all other applicable exceptions to the discovery or
disclosure of documents produced by the City and the Consultant under the Scope of
Services heremabove
B The Consultant shall perform all the senaces reqtured by this Agreement in a timely
fashion, and shall complete same in compliance with schedules established by the City
through its Director of Eleemc Utilities as appropriate to carry out the terms and
condiUons of this Agreement
H. Term: This Agreement shall be effective as of October l, 1999, and shall termanate
e~ther upon the completion of the professional services provided for here~n, or on December 31
2000, or upon the exhaustion of all professional fees provided for hereunder, whichever event shall
first occur This Agreement may be sooner termanated in accordance with the provisions hereof
Time is of the essence of this Agreement Consultant shall make all reasonable efforts to complete
the sennces set forth hereto as expeditiously as possible dunng the term of this Agreement, and to
meet the schedules established by the City, through its D~rector of Electric Utilmes, or her designee
III. Compensation and Method of Payment'
A The Consultant shall charge the following fees for its professional sennces provided to the City
hereunder, based upon the following hourly billing rates for the attorneys and support staff
revolved in this matter
Staff Hourly Rate
Lambeth Townsend, Shareholder $ 200 00
Georgm Crump, Shareholder $190 00
Pochard Hamala, Assoaate $180 00
Paralegal $ 80 00
Law Clerk $ 75 00
Consultant agrees that all charges for the legal sennces hereunder, including expenses as set
fo~di m Section 11/ C below, shall not exceed $ 75,000 00
B The Consultant shall endeavor to have the attorneys and employees listed in Section l]l A
above, reasonably attempt to reduce costs by utihz~ng other qualified shareholders, associates,
and paralegals wherever feasible or possible The Consultant shall bill the City through the
subrmssion of itemized invoices, statements, and other documentation, together with support
data indicating the progress of the work and the senates performed on the basis of monthly
statements, showing hourly rates indicating who performed the work, what type of work was
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done, and descnpttons and/or detmls of all semces rendered, ~ncludlng a dmly, and an entry-
by-entry refle~on of billable t~me spent on th~s engagement, along w~th specific desmpnon
and suppomng documentauon, if avtulable, respecting any reasonable and necessmy out-of-
pocket expenses mcuned by Consultant in peffonmng the professmnal servmes provided for
under th~s Agreement Professional fees shall be bdled m n'nmmmn one-tenth (1/10) hour
lnerea~n~llts
C Adchtmnally, the C~ty shall either pay d~rectly or re,mburse the Consultant, as the case may be,
for reasonable and necessary actual out-of-pocket expenses, mcluchng but not hrmted to, long-
chstance telephone, telecop~er, reproductmn, p~stage, overnight courier, and transportatton and
travel All cop~es wdl be charged at the rotc of fifteen cents ($15) per copy for cop~es made
w~thm Consultant's offices, w~th as much photocopying as possible being done by outside
vendors at bulk rates or by the Ctty to reduce costs ffbulk copying ~s necessary or appropriate
The pames agree that the charges for outgmng telecop~es from Consultant shall be $ 25 per
page and that there will be no charge by Consultant for ~ncom~ng telecop~es
D The pames antmlpate that ~nvomes or statements for professional serwces w~ll be generated on
a monthly bas~s and that smd invoices or statements wdl be sent to the C;ty by Consultant on or
about the 15th day of each month The C~ty shall make payment to the Consultant vathm thirty
(30) days after rec~pt of an appropriate ~termzed ~nvo~ce or statement To the extent that any
fees or expenses are d~sputed by the City, the C~ty shall nott~ Consultant within thirty (30)
days after ~ts receipt of the invoice or statement, and shall otherwise pay all anchsputed amounts
set forth m the mvome or statement within thirty (30) days after ~ts receipt of the mvmce or
statement All reimbursable expenses, including, but not necessarily hmlted to travel, lodging,
and meals, shall be pa~d at the actual cost, pursuant to the terms, cond~nons, and hm~tatmns set
foah hereto All lnvomes or statements shall be approved by the Assistant C~ty Manager for
Unht~es, or h~s designee, and by the C~ty Attorney
E It is understood and agreed that the Consultant shall work under the coordmauon and general
superws~on of the Ihrector of Electric UUhttes and the C~ty Attorney
F All notmes, invoices, and payment shall be made ~n writing and may be g~ven by personal
dehvery or by marl Nonces, invoices, statements, and payments sent by mml shall be
addressed respe~vely, to Herbert L Prouty, Cfly Attorney, 215 East McKanney, Denton,
Texas 76201 as to the City, and to Lambeth Townsend, Lloyd/Gossehnk, 111 Congress
Avenue, State 1800, Austin, Texas 78701, as to the Consultant When so addressed, the notme,
invoice, statement and/or payment shall be deemed g~ven upon deposit of same ~n the Umted
States Mml, postage preptud In all other instances, nonces, ~nvomes, statements, and/or
payments shall be deemed g~ven at the nme of actual dehvety Changes may be made m the
names and addresses of the responsible person or office to whmh nonces, mvmces, statements
and/or payments are to be sent, promded reasonable not~ce ~s g~ven
IV. Professional Competency:
A Consultant agrees that ~n the performance of these professional serwces, Consultant shall be
responsible to the level of competency and shall use the same degree of skdl and care presently
mmntmned by other pracncmg professionals perforrmng the same or s~mlar types of work For
the purpose of this Agreement, the key persons who will be performing most of the work
hereunder shall be Lambeth Townsend and Georgta Crump, Shareholders However, nothing
herem shall hm~t Consultant from using other qualffied and competent members of the firm to
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perform the sermces required hereto if such delegation is reasonably appropriate and properly
protects the City's interests
B Any agreements, ordinances, notices, instruments, memoranda, reports, letters, and other legal
documents prepared or obtmned under the terms of this Agreement are mstmments of serace
and the City shall retain ownership and a property interest theimn If this Agreement is
terminated at any 'amc for any reason prior to payment to the Consultant for work under this
Agreement, all such documents prepared or obtmned under the terms of the Agreement shall
upon temun~on be delivered to and become the property of the City upon request and w~thout
restncuon on their use or further compensaUon to the Consultant
V. Establishment and Maintenance of Records Full and accurate records shall be
mantmned by the Consultant at its place of business vath respect to all matters covered by this
Agreement Such records shall be mantmned for a period of at least three years atter reccnpt of final
payment under this Agreement
VI. Audits and Inspection' At any time dunng normal busmess hours and upon reasonable
notice to the Consultant, there shall be made avalable to the City all of the Consultant's records with
respect to all matters covered by this Agreement The Consultant shall permit the City to autht,
examine, and make excepts or transcripts from such records, and to make audits of contracts,
mvolces, materials, and other data relating to all matters covered by this Agreement
VII Aecomplislunent of Project: The Consultant shall commence, cany on, and complete
this professional engagement with all practicable dispatch, in a sound, economical and efficient
matter, and, in accordance w~th the pmvmlons hereof and all applicable laws In accomplishing the
projects, the Consultant shall take such steps as are appropriate to insure that the work involved is
properly coordinated w~th any related work bemg carried on by the City
V1H. Indenmity and Independent Contractor Relationship'
A Consultant shall perform all services as an independent contractor not under the direct
supemslon and control of the City Nothmg herein shall be construed as creating a relationship
of employer and employee between the pames The City and Consultant agree to cooperate m
the defense of any clams, action, suit, or proceeding of any kind brought by a third party which
may result from or directly or mdlrectly arise from any negligence and/or errors or omissions
on the pan of the Consultant or from any breach of the Consultant's obligations under this
Agreement In the event of any litigation or clam under this Agreement in which Consultant is
joined as a party, Consultant shall proxade statable counsel to defend City and Consultant
aganst such clam, provided the Consultant shall have the right to proceed with the competent
counsel of its own choosing The Consultant agrees to defend, indemnify and hold harmless
the City and all of its officers, agents, servants, and employees against any and all such clams
to the extent of coverage by Consultant's professional habthty pohcy The Consultant agrees to
pay all expenses, mcluding but not hmlted to attorney's fees, and satisfy all judgments which
may be recurred or rendered against the Consultant's professional liability msurance policy
Nothing hereto constitutes a waver of any rights or remeches the City may have to pursue
under either law or equity, uicluding, without hn'ntation, a cause of action for specific
performance or for damages, a loss to the City, resulUng from Consultant's negligent errors or
omms~ons, or breach of contract, and all such rights and remedies are expressly reserved
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B Consultant shall mmntmn and shall be caused to be m force at all times during the term of th~s
Agreement, a legally b~nchng pohcy of professional habdlty insurance, hsted by Best Rated
Carriers, xanth a rating of"A-" or above, issued by an insurance career approved to do business
m Texas by the State Insurance Comnussmn Such coverage shall cover any chum hereunder
occasioned by the Consultant's negligent professmnal act and/or error, act, or ormsslon, m an
amount not less than $1,000,000 combined s~ngle hm~t coverage per occurrence In the event
of change or cancellaUon of the policy by the insurer, the Consultant hereby covenants to
~mmechately not~fy the City in writing thereof, and in such event, the Consultant shall, pr;or to
the effecttve date of change or cancellatton, serve a substitute policy fum~shing the same or
h~gher amount of coverage The Consultant shall prowde a copy of the declarations page of
such pohcy to the C~ty through ~ts Director of Electric of Uulmes simultaneously with the
execution of th~s Agreement
IX. Termination of Agreement:
A In connectmn w~th the work outlined m this Agreement, it is agreed and fully understood by the
Consultant that the C~ty may cancel or mdefimtaly suspend fmlher work hereunder or terrmnate
this Agreement at any time upon written nottce to Consultant, Consultant shall cease all work
and labor being performed under th~s Agreement Consultant may tenTnnate this Agreement by
gnang the C~ty fifteen (15) days written not~ce that Consultant ~s no longer in a poslUon to
continue representing the City Consultant shall ~nvome the C~ty for all work satisfactorily
completed and shall be compensated in accordance with the terms of th~s Agreement All
reports and other documents, or data, or work related to the project shall become the property
of the C~ty upon terrmnatton of this Agreement
B This Agreement may be terrmnated m whole or in part, m writing, by either party in the event
of substantaal fmlure by the other party to fulfill its obhgat~ons under this Agreement through
no fault of the termmaUng party Provided, however, that no such termmaUon may be affected,
unless the other party ~s given [1] written notice (dehvered by cemfied mml, return receipt
request) of intent to terminate, and not less than thirty (30) calendar days to cure the fadure,
and, [2] an oppomm~ty for consultation vath the terminating party prior to tennmatmn
C Nothing contmned herein or elsewhere in this Agreement shall require the City to pay for any
work which ~s unsatisfactory or which ~s not submitted ~n compliance with the terms of this
Agreement
X. Alternate Dispute Resolution' The Consultant agree~ that, if necessary, ~t will use
~ts best effocts to resolve any (hsputes regarchng the Agreement through the use of mechation or other
fora of alternate chspute resolutmn set forth m Chapter 154 of the Texas Clv;l Practices and
Remedies Code (V A T C S )
XI Entire Agreement: Th~s Agreement represents the entire agreement and understanchng
between the pames and any negotiations, proposals, or oral agreements are intended to be integrated
herean and to be superseded by th~s written Agreement Any supplement or amendment to this
Agreement, m order to be effective, shall be in waling and signed by the C~ty and the Consultant
XIL Compliance with Laws. The Consultant shall comply with all federal, state, local laws,
rules, regulattons, and orchnances apphcable to the work covered hereunder as they may now read or
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hereatter be amended, ancluchng but not hmated to the Texas I~sclplmaxy Rules of Professmnal
Conduct
XIII. Governing Law: For the purpose of determnnng place of agreement and law governing
same, th~s Agreement is entered anto m the C~ty and County of Denton, State of Texas, and shall be
construed in accordance w~th, and governed by the laws of the State of Texas Venue andjunschctlon
of any stat or cause of action arising under or m conne~on w~th this Agreement shall lie exclusively
m a court of competent junsd~ctmn sa~ng m Denton County, Texas
XIV. Discrimination Prohibited: In performing the sennces reqtared hereunder, the
Consultant shall not chscnmmate agmnst any person on the basas of race, color, rehglon, sex, national
ong~n or ancestry, age, or physical hanchcap
XV. Personnel:
A Consultant represents that at has or will secure at ats own expense all personnel reqmred
to perform the sennces reqtared under thas Agreement Such personnel shall not be
employees nor have any contractual relaUons with the C~ty Consultant shall anform the
C~ty of any conflict of anterest or potenttal conflact of anterest that may arise dunng the
term ofth~s Agreement, m accordance wath Consultantts responslbllmes under the Texas
D~scaplmary Rules of Professional Conduct
B All semces reqmred hereunder w~ll be performed by the Consultant or under ats d~rect
superms~on All personnel engaged m work shall be quahfied and shall be hcensed,
authorized, or perrmtted under state and local laws to perform such semces
XVI. Assignability. The Consultant shall not assagn any anterest an thas Agreement and shall
not transfer any anterest m thas Agreement (whether by assignment, novation, or otherwase) w~thout
the prior written consent of the C~ty thereto
XVILSeverabillty: All agreements and covenants contatned here~n are severable, and m the
event any of them, w~th the exceptmn of those contmned msecttons headed "Scope of Sennces",
"Independent Contractor Relatmnshlp", and "Compensa'aon and Method of Payment" hereof, shall be
held to be invalid by any court of competent junschctmn, this Agreement shall be anterpreted as
though such mvalad agreements or covenants were not contmned hereto
XVIII. Responslbffifles for Clahns and Liabth~' Approval by the Caty shall not
constitute nor be deemed a release of the respons~bflaty and ltabdaty of the Consultant for the accuracy
and competency of ~ts work, nor shall such approval be deemed to be an assumpUon of such
msponsabthty of the C~ty for any defect m any report or other documents prepared by the Consultant,
ats shareholders, assoc~atas, employees, officers, or agents an connecuon wath th~s engagement
XIX. Modffieaflon of Agreement: No wmver or mochficat~on of thas Agreement or of any
covenant, condition, or hrmta'aon hereto contmned shall be valad unless mwnttng and duly executed
by the party to be charged therewath No ewdence of any wmver or mochficauon shall be offered or
reccuved m exqdence an any procee&ng ansang between the part, es hereto out of or affecting this
Agreement, or the rights or obhgat~ons of the pames hereunder, unless such wmver or mochficat~on is
in wntung, duly executed as aforesmd The partaes fur*her agree that the prov~saons of this amcle wall
not be wmved as hereto set forth
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XX. Captions: The captions ofth~s Agreement are for lnformattonal purposes only and shall
not in any way affect the substantive tenms or condmons ofth~s Agreement
XXI. Binding Effect. This Agreement shall be bmchng upon and inure to the benefit of the
parties hereto and their respective hews, executors, administrators, legal representatives, successors,
and assigns, where penmtted by this Agreement
IN WITNESS HEREOF, the C~ty of Denton, Texas has executed th~s Agreement m four (4)
original counterparts by and through as duly-anthonzed C~ty Manager, and Consultant has executed
th~s Agr.~ment by ~aad)~through its duly-authorized undersigned Shareholder, dated this the
//~ ~. day of (//~]]7~ ,2000
CITY OF DENTON, TEXAS
A Texas Municipal Corporation/
ATTEST
JENNIFER WALTERS, CITY SECRETARY
HERBERT L PROUTY, CITY ATTORNEY
By /~Q~ A ~
LLOYD, GOSSELINK, ROCHELLE, BLEVINS
ROCHELLE, BALDWIN & TOWNSEND, P C
A Texas Professional Corpomtmn
Sh /e-holqb-
ATTEST
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