1999-076 NOTE' First Amendment - Ordinance No 99-435
ORDINANCE NO qq -- ~
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 TERRY MORGAN & ASSOCIATES PERTAINING TO
REPRESENTATION OF THE CITY IN LITIGATION AND THE PROVISION OF RELATED
LEGAL SERVICES RESPECTING THE CITY OF DENTON MUNICIPAL UTILITIES'
PROVISION OF WATER AND WASTEWATER SERVICE TO CUSTOMERS WITHIN ITS
CITY LIMITS AND ITS EXTRATERRITORIAL JURISDICTION, AUTHORIZING LEGAL
SERVICES FOR REPRESENTING THE BOARD OF ADJUSTMENT AND IN OTHER
LAND USE MATTERS, AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR,
PROVIDING FOR RETROACTIVE EFFECT OF THE AGREEMENT, AND PROVIDING
AN EFFECTIVE DATE
WHEREAS, the City Council deems it necessary and in the pubhc interest to engage the
law firm of Terry Morgan & Associates, of Dallas, Texas (the "Firm") to provide professional
legal services to the City pertmnmg to representation of the City m htigatlon and the provision of
related legal services respecting the City of Denton Municipal Utilities' provision of water and
wastewater service to customers within ~ts city hmits and ~ts extraterritorial jurisdiction,
~nvolvmg the preservation of, and the defense of the C~ty's legal rights and ~nterests as a Home-
Rule City, as a utility service provider, and otherwise, against any person or entity unlawfully
interfering with the City m its pursmts, and
WHEREAS, the City, In order to ascertain its legal rights and alternatives, in early
February 1999, requested that the Firm investigate the facts and circumstances involved in tNs
matter and adwse the City staff and the Cottncll respecting the same Accordingly, ~t is
appropriate the Contract for Professional Legal Services with the Firm should be ratified, and
should be made retroactively effective m order to properly compensate the Firm for its work
performed heretofore at the specific instance and request of the C~ty, which work has directly
benefited the City, and
WHEREAS, it m appropriate for the City to reauthonze and ratify the Firm's
representation of the City in the Sonh. et al vs City of Denton Zoning Board of Adjustment ease
and in other land use matters, and to retroactively approve any services previously performed, as
provided for m smd Contract, and
WHEREAS, the City Council has provided m the City Budget for the appropriation of
funds to be used for the purchase of the foregoing professional services, as set forth an the
Contract for Professional Legal Services, NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
SECTION I. That the C~ty Manager m hereby authorized to execute a Contract for
Professional Legal Services with the law firm of Terry Morgan & Associates, Dallas, Texas for
professional legal services pertammg to the heremabove-descnbed matters involving the City of
Denton Mtmlcapal Utlhtaes, the City of Denton Zomng Board of AdJustment and for related land
use matters, m substantially the form of the Contract for Professional Legal Services attached
hereto and incorporated herewith by reference
SECTION II That the award of flus Agreement ~s on the basis of the demonstrated
competence and quahficataons of the Farm, and the abthty of the F~rm to perform the professional
legal services needed by the C~ty for a fmr and reasonable price
SECTION III That the expenditure of funds as provided for in the attached Contract for
Professional Legal Services ~s hereby anthonzed
SECTION IV That the Contract for Professional Legal Services is hereby ratified and
all previous legal services performed by the Firm that fall within the contractual scope of
services are retroactively approved
SECTION V. That th~s ordinance shall become effective immedmtely upon its passage
and approval
PASSED AND APPROVED thas the r~/~ ~ dayof ~.~ZA~L~ ,1999
JA~,~LLER, MAYOR
ATTEST
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
By /~1~ ~ ~
S \Our Documents\Ordmances\99\Ten~ Morgan W WW L~t PSA doe
CONTRACT FOR PROFESSIONAL LEGAL SERVICES
STATE OF TEXAS §
COUNTY OF DENTON §
Thas AGREEMENT, made and entered anto thas the 2nd day of March, 1999, by and
between TERRY MORGAN & ASSOCIATES, 1930 Thanksgawng Tower, 1601 Elm Street,
Dallas, Texas 75201, wath Terry Morgan, , having full authority to execute this
Agreement on behalf of Terry Morgan & Associates, heremafter referred to as "Consultant", and
the CITY OF DENTON, a Texas Mumcapal Corporataon, 215 E McKmney, Denton, Texas
76201, heremafter referred to as "Caty", acting by and through ~ts duly-authorized Caty Manager
WITNESSETH
WHEREAS, the City finds it necessary to employ outside legal counsel to perform
professmnal legal services m specaahzed areas of law, Plarmlng and Zomng Law, Litigation, and
Water and Wastowater Utlhty service assues, pertalmng to the contemplated htagataon to be
commenced by the Caty of Denton, and other related legal servmes and representation pertmmng
to Denton Mumeapal Uttht~es' provasmn of water and wastewater service to customers within ats
Caty hmltS and ars extratemtonal junsdletmn, and to preserve and defend the Caty's legal nghts
and interests as a Home-Rule Caty, as a utthty service provader, and otherwise, against any
person or entaty unlawfully anterfenng wath the City m ~ts pursmts, and
WHEREAS, the Consultant as willing to perform such servmes m a professional manner
as an independent contractor, and
WHEREAS, the Caty desires to engage the Consultant to render the professional servmes
an connectmn therewith, and the Consultant as willing to provide such servmes
NOW, THEREFORE, m consaderatlon of the prommes and mutual obhgatmns herem, the
parties hereto do hereby mutually AGREE as follows
I Scope ofServmes Consultant shall perform the followang services ~n a
profesmonal manner workang as an independent contractor not under the darect supervlsaon and
control of the Caty
A, Servmes to be provided
1 The Consultant shall provade legal adwce, support and representataon respectang
the mtmmon of Denton County Fresh Water Supply Dastnct No lA and Denton County Fresh
Water Supply Dastnct No 5 ~nto the corporate boundaries, extraterritorial junsdlctaon, and
certaficated water and sewer servme areas of the C~ty of Denton, w~thout not~ce and without the
Contract For Professional Legal Services - Page 1
consent of the City The representation may include filing, prosecuting, and settling actions on
behalf of the City m state thstnct court and at the Texas Natural Resources Conservation
Commission, attending any meetings and conferences as requested by the City an relation to this
matter, and consulting with and advising the City regarding all pertinent Issues related to this
matter Consultant shall also consult, as requested, with the City Council, City Manager, the
Deputy City Manager, the Assistant City Manager for Utilities, the Director of Planning and
Community Development, the Assistant Director of Water Utthtles, the City Attorney, and any
other designated City staff member respecting any and all aspects of the services to be performed
under this Agreement This proj eot includes both htlgatlon legal services and non-htlgatlon legal
services
2 This Agreement also covers the following additional matters
a Legal services rendered and to be rendered by Consultant to the City in the following
pending litigation, from the mceptlon of such litigation, through and including the
disposition of any motion for new trial Edward Soph. et al v City of Denton Board of
Aqljustment, Cause No 98-10388-16, in the 16th Judicial District Court in and for Denton
County, Texas, which services are for any amounts billed for an amount over and above
the not to exceed amount of the existing contract with Consultant for such litigation
Consultant and the City agree that should any further legal services be needed by City
subsequent to the disposition of any motion for new trial for such litigation, such as for
legal services incident to any appeal, then the City and Consultant intend to enter into a
new Contract for Professional Legal Services
b Consultant shall provide the City with legal advice and services respecting land use
issues requested by members of the City staff, as well as any advice requested by the City
respecting annexation in connection with utility matters pertalnmg to the litigation
between the City and the two Fresh Water Supply District defendants ldentffied in
paragraph I A 1 heremabove
3 Consultant shall perform all the professional services required in a timely fashion,
and shall complete same in compliance with schedules established by the City through its City
Council, City Manager and/or City Attorney, through discussions with the Consultant, as
appropriate to carry out the terms and conditions of this Agreement
II Term This Agreement shall be for a term of one (1) year, beginning effective
February 1, 1999 and ending on January 31, 2000 This Agreement may be sooner terminated in
accordance with the provisions hereof Time is of the essence of this Agreement, and the
Consultant shall make all reasonable efforts to complete the services set forth herein as
expeditiottsly as possible dunng the term of this Agreement, and to meet the schedules
established by the City, through its City Council, City Manager or City Attorney, or as the
progress of this matter may require As litigation is contemplated under the terms of this
engagement, Consultant and the City reasonably expect that further amendment(s) to this
Agreement will be entered into by them, so long as such contemplated htlgatlon is pending and
not fully disposed of
Contract For Professional Legal Services - Page 2
III~ Compensation and Method of Payment
A Consultant shall charge the following fees for ~ts professional services hereunder,
based on the following hourly bflhng rates for the attorney(s) involved in this matter
Terry Morgan [Litigation servmes] $225 00 per billable hour
Terry Morgan [Non-htlgataon services] $200 00 per billable hour
Associate Attorneys $125 00-$150 00 per
billable hour
(Additional attorneys may be added to th~s engagement when approved by Consultant and City at
such hourly fees as is agreed to ~n writing )
Attorney time shall be billed at one-tenth (1) hour mlmmum bllhng increments
B Consultant will attempt to reduce costs whenever feasible by utahzmg qualified
pnnclpals, associates, paralegals, and law clerks Consultant shall bill the City through
the submmslon of itemized mvmces, statements, and other documentation, together with
supportmg data ~nd~catlng the progress of the work and the services performed on the
basis of monthly statements showing hourly rates indicating who performed the work,
what type of work was done, and descriptions and/or detmls of all services rendered,
along with specific description and supporting documentation, ff available, respecting any
reasonable and necessary out-of-pocket expenses incurred
C Consultant and the City agree that all charges for the legal services hereunder,
m~ludlng reasonable out-of-pocket expenses, shall not exceed One Hundred Thousand
DOllars ($100,000 00) The parties agree that the establishment of this not-to-exceed
figure by the parties is based upon a reasonable, good fatth estimate of the expected legal
services to be rendered by Consultant, due to possible unexpected contingencies as well
as the uncertatnties of litigation If it appears dunng the term of this Agreement that
Consultant's fees to properly accomphsh the work provided in the scope of services, may
elceed $100,000 00, Consultant shall give notice ~n writing to the City Manager and the
Clty Attorney of same Such notice shall provide an itemization of the expected hours
and expenses needed to complete the scope of services based on each category or task yet
to be completed on the engagement The City accepts no responsibility for any work
performed dunng the term of flus Agreement in excess of $100,000 unless the City
Council, by resolution or ordinance, authorizes such expenditure
D. The C~ty shall e~ther pay directly or reimburse the Consultant, as the case may be,
for reasonable and necessary actual out-of-pocket expenses, including but not limited to,
long-distance telephone, telecopler, reproduction, overmght courier, and travel All
copies v~ll be charged at the rate of ten cents ($10) per copy for copies made Wlthln
Consultant's offices, with as much photocopying as possible being done by outside
vendors at bulk rates or by the City to reduce costs if bulk copying is necessary The
Contract For Professmnal Legal Services - Page 3
parties agree that the charges for outgmng telecop~es from Consultant shall be twenty-
five cents ($ 25) per page and that there will be no charge by Consultant for mconnng
telecoples
E The parties ant~clpate lnvomes or statements for servmes will be generated on a
monthly basis and that said mvolces or statements will be sent on or about the 1st day of
each month The City shall make payment to the Consultant w~th~n thirty (30) days of
the satisfactory completion of services and receipt of an itemized ~nvmce or statement
All reimbursable expenses, including, but not necessarily hmlted to travel, lodging, and
meals, shall be prod at the actual cost, pursuant to the terms, conthtlons, and limitations
herelnabove set forth All mvolces and bills shall be approved for payment by the City
Attorney and the Assistant City Manager for Utdltms
F It ~s understood that the Consultant shall work w~th the coorthnat~on and general
supervision of the Assistant City Manager for Utlhtles or his designee, and the C~ty
Attorney
G All notices, billing statements and ~nvomes shall be made ~n wnt~ng and may be
given by personal delivery or by mml Notices and invoices sent by marl shall be
addressed to Herbert L Prouty, City Attorney, 215 E McKanney, Denton, Texas 76201
When so addressed, the notice, lnvmce, and/or payment shall be deemed given upon
deposit m the United States Mml, postage prepmd In all other instances, notices,
mvomes, and/or payments shall be deemed g~ven at the time of actual dehvery Changes
may be made in the names and addresses of the responsible person or office to whom
notices, invoices, and/or payments are to be sent, prowded reasonable wntten notice is
g~ven
IV Pr0f0~slonal Comnetencv
A Consultant agrees that m the performance of these professional servmes, not to
commit any error, omission or negligent act which will cause damages to City For the
purpose of this Agreement, the key person who will be coorthnat~ng and performing most
of the work for Consultant hereunder shall be Terry Morgan However, nothing here~n
skall limit Consultant from using other qualified and competent members of its firm to
perform the services required herein
B All legal documents as well as any legal opinions prepared or obtmned under the
terms of this Agreement are mstnunents of service and the City shall retain ownership
and a property interest therem If this Agreement ~s terminated at any t~me for any reason
prior to payment to the Consultant for work under th~s Agreement, all such documents
prepared or obtmned under the terms of the Agreement shall upon termination be
delivered to and become the property of the City upon request and w~thout restriction on
their use or further compensation to the Consultant
Contract For Professional Legal Servmes - Page 4
V Estabhshment and Maintenance of Records Full and accurate records shall be
mmntmned by the Consultant at ~ts place of bus~ness w~th respect to all matters covered by thru
Agreement Such records shall be mtuntmned for a period of at least three (3) years after receipt
of final payment under th~s Agreement
VI Audits and Insnect~on At any time dunng normal bus~ness hours and upon
reasonable notme to the Consultant, there shall be made avmlable to the C~ty all of the
Consultant's records w~th respect to all matters covered by this Agreement The Consultant shall
permit the City to audit, examine, and make excerpts or transcripts from such records, and to
make andats of contracts, ~nvo~ces, materials, and other data relating to all matters covered by
th~s Agreement
VII Accomphshment of Pro~ect Consultant shall commence, carry on, and complete
any and all projects wath all practicable d~spatch, ~n a sound, econommal and efficient manner,
and, ~n accordance wath the provasaons hereof and all apphcable laws In accomphslung the
projects, the Consultant shall take such steps as are appropriate to ensure that the work ~nvolved
~s prop~ly coordmated w~th related work being camed on by the Ctty
VIII In~lemm[v and Indenendent Contractor Relatmnshm
A Consultant shall perform all servmes as an independent contractor not under the
d~rect supervision and control of the C~ty Nothing here~n shall be construed as creating a
relationship of employer and employee between the part,es The Caty and Consultant
agree to cooperate in the defense of any clmms, action, stat, or proceeding of any k~nd
brought by a third party whach may result from or d~rectly or ~nd~rectly arise from any
neghgence and/or errors or om~ssaons on the part of the Consultant or from any breach of
the Consultant's obhgat~ons under th~s Agreement Consultant agrees to defend,
tndemmfy and hold harmless the Ctty and all of ~ts officers, agents, servants, and
employees against any and all such claims to the extent of coverage by Consultant's
professional habfl~ty pohcy The Consultant agrees to pay all expenses, ancludang but not
hm~ted to attorneys' fees, and satisfy all judgments whmh may be ~ncurred or rendered
agtunst the Consultant's professional habd~ty ~nsurance pohcy Nothing here~n
constitutes a wmver of any nghts or remedies the C~ty may have to pursue under e~ther
law or eqmty, lncludang, w~thout hm~tat~on, a cause of action for specffic performance or
for damages, a loss to the Caty, resulting from Consultant's neghgent errors or omissions,
or breach of contract, and all such nghts and remedies are expressly reserved
B Consultant shall mmntmn and shall be caused to be in force at all t~mes dunng the
term of th~s Agreement, a legally binding pohcy of professional hablhty ~nsurance, hsted
by A M Best Rated Careers, w~th a ratmg of "A-" or above, msued by an ~nsurance
carnet approved to do business m Texas by the Texas Department of Insurance Such
coverage shall cover any chum hereunder occasioned by the Consultant's neghgent
professional act and/or error or omission, ~n an amount not less than One Mdhon Dollars
($1,000,000 00) combined single hmlt coverage occurrence In the event of change or
cancellation of the pohcy by the insurer, Consultant hereby covenants to forthwith adwse
Contract For Professional Legal Servmes - Page 5
the City thereof, and mn such event, Consultant shall, pnor to the effectmve date of change
or cancellatmon, dehver to the City evmdence that subsmute pollctes of mnsurance
furmshlng the same coverage have been obtained Consultant shall provmde a copy of
such policy or the deelaratmons page of the policy, whmchever ms reasonably satisfactory, to
the City through rots City Attorney simultaneously w~th the executmon of this Agreement
IX Termmnatlon of A~reement
A In connectmon wroth the work outhned ~n this Agreement, mt is agreed and fully
understood by the Consultant that the City may cancel or lndefimtely suspend further
work hereunder or terminate thins Agreement at any time upon written notme to
Consultant, Consultant shall cease all work and labor betng performed under thins
Agreement Consultant may terminate th~s Agreement by g~vmg the City fifteen (15)
days written notme that Consultant ms no longer mn a posmon to conttnue representmg the
Cmty Consultant shall lnvmce the Cmty for all work satisfactorily completed and shall be
compensated m accordance wroth the terms of this Agreement All reports and other
documents, or data, or work related to the project shall become the property of the Ctty
upon termmatmon of thins Agreement
B This Agreement may be terminated mn whole or tn part, in writing, by e~ther party
m the event of substantml failure by the other party to fulfill rots obhgatlons under this
Agreement through no fault of the termmatlng party Provided, however, that no such
termmatmon may be affected, unless the other party ts gtven [1] written notmce (dehvered
by certffied mml, return receipt requested) of intent to termtnate, and not less than thtrty
(30) calendar days to cure the fmlure, and [2] an opportumty for consultation wtth the
terminating party prior to termination
C Nothmg contmned hereto or elsewhere mn this Agreement shall reqmre the City to
pay for any work whmh ms unsatisfactory or which ms not submmtted tn comphance wroth
the terms of this Agreement
X Alternate Dmsnute Resolution The Consultant agrees that, if necessary, it will use
its best efforts to resolve any d~sputes regarding the Agreement through the use of medlatmon or
other forms of alternate dmspute resolution set forth mn Chapter 154 of the Texas Cmvfl Praetmce
and Remedaes Code (V A T C S )
XI EntmreA~reement Thins Agreement represents the entire agreement and
understanding between the parties, and any negotiations, proposals, representations, or oral
agreements are intended to be mntegrated heremn and to be superseded by this written Agreement
Any supplement or amendment to thas Agreement to be effectmve shall be in wntmng and smgned
by the Cmty and the Consultant
XII ¢0IBphance wroth Laws The Consultant shall comply wroth all federal, state,
and local laws, roles, regulatmns, and ordmnances apphcable to the work covered hereunder as
Contract For Professional Legal Servmes - Page 6
they may now read or hereafter be amended, ~nclud~ng but not hnnted to the Texas Disciplinary
Rules of Professional Conduct
XIII Govemm~ Law For the purpose of determnnng place of agreement and law
govermng same, this Agreement ~s entered ~nto m the City and County of Denton, State of
Texas, and shall be construed and governed by the laws of the State of Texas Venue and
jurisdiction of any stut or cause of action arising under or m connection with th~s Agreement
shall lie exclusively m a court of competent jurisdiction s~ttmg m Denton County, Texas
XIV Dlsenmination Prohxbated In perfornnng the services required hereunder,
Consultant shall not discriminate agmnst any person on the basis of race, color, relig~un, sex,
national origin or ancestry, age, or physical handicap
XV Personnel
A Consultant represents that ~t has or will secure at ~ts own expense all personnel
required to perform all the services reqmred under th~s Agreement Such personnel shall
not be employees or have any contractual relations w~th the C~ty Consultant shall
promptly reform the C~ty of any conflict of interest or any potential conflict of ~nterest
that may arise during the term of this Agreement, ~n accordance w~th Consultant's duties
and responaibthtles under the Texas D~se~plinary Rules of Professional Conduct
B All services required hereunder will be performed by the Consultant or under ~ts
direct supervision All personnel engaged m work shall be quahfied and shall be
authorized or permitted under state and local laws to perform such services
XVI Assignability Consultant shall not assign any interest ~n th~s Agreement and shall
not transfer any interest m th~s Agreement (whether by assignment, novation, or otherwise)
w~thout the prior written consent of the City thereto
XVII Severabahty All agreements and covenants contained herein are severable, and
~n the event any of them, w~th the exception of those contained m sections headed "Scope of
Services", "Independent Contractor Relationship," and "Compensation and Method of Payment"
hereof, shall be held to be invalid by any court of competent jurisdiction, this Agreement shall be
~nterpreted as though such lnvahd agreements or covenants were not contained herein
XVIII Responslbfl~t~es for Claims and Llablhtv Approval by the City shall not
constitute nor be deemed a release of the respunsibihty and hablhty of the Consultant for the
accuracy and competency of its work, nor shall such approval be deemed to be an assumption of
such responaibthty of the C~ty for any defect in any report or other documents prepared by the
Consultant, ~ts employees, officers, agents and or other consultants
XIX Modification of A~,reement No waiver or modffcatlon of th~s Agreement or of
any covenant, condition, or llm~tatlon here~n contained shall be valid unless m writing and duly
executed by the party to be charged therewith, and no ewdence of any waiver or modification
Contract For Professional Legal Services - Page 7
shall be offered or received an evidence in any pmceedmg arising between the parties hereto out
of or affeetang tins Agreement, or the nghts or obhgatlons of the part, es hereunder, unless such
wmver or modification is m wr, tmg, duly executed as aforesmd, and, the partaes further agree
that the provisions of this article will not be waived as herean set forth
XX Caot, ons The capt, ons of thas Agreement are for mformataonal purposes
only and shall not an any way affect the substantave terms or condataons of thru Agreement
XXI ~ This Agreement shall be banding upon and inure to the
benefit of the parties hereto and their respectave heirs, executors, administrators, legal
representatives, successors, and assagns where permatted by flus Agreement
XXII Retroactive Effect Tins Agreement as hereby expressly ratified by City and
Consultant to provide that all previous legal services performed by the Farm that fall w~thln the
contractual scope of services, as defined in paragraph I hereanabove, are retroactively approved
hereby
IN WITNESS HEREOF, the City of Denton, Texas, has caused thru Agreement to be
executed in four (4) onglnal counterparts, by and through its duly-authorized City Manager, and
Consultant has executed th~s Agreement by and through its duly-authorized undersigned partner,
dated this the 2nd day of March, 1999
CITY OF DENTON
A Texas Mtmmlpal Corporatl~!}/
I/~/I~IC~//tEL~ ]'E-{Z, C~ty Manager
ATTEST
JENNIFER WALTERS, CITY SECRETARY
HERBERT L PROUTY, CITY ATTORNEY
Contract For Professional Legal Services - Page 8
TERRY MORGAN & ASSOCIATES
ATTEST
S \Our Documents\Contracts\99\Teny Morgan W-WW L~t PSA doc
Contract For Professional Legal Services - Page 9
AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MAN-
AGER TO EXECUTE A FIRST AMENDMENT TO THAT CONTRACT FOR PROFES-
SIONAL LEGAL SERVICES WITH THE LAW FIRM OF TERRY MORGAN AND ASSO-
CIATES ADDING TO THE CURKENT SCOPE OF SERVICES LEGAL ANALYSIS OF THE
CITY OF DENTON COMPREHENSIVE PLAN 1999-2020, ANY REQUESTED ASSIS-
TANCE IN REWRITING THE DENTON DEVELOPMENT CODE, AND OTHER LEGAL
SERVICES RELATED THERETO, INCREASING THE COMPENSATION UNDER THE
CONTRACT TO COVER THESE ADDITIONAL SERVICES, AUTHORIZING THE EX-
PENDITURE OF FUNDS THEREFOR, PROVIDING FOR RETROACTIVE EFFECT OF
THE AGREEMENT, AND PROVIDING AN EFFECTIVE DATE
WHEREAS, the City Council deems it necessary to add to the current scope of services
of that Contract for Professional Legal Services between the City of Denton and Terry Morgan
and Associates to prowde professional legal services to the City pertmmng to the legal rexnew of
the City of Denton Comprehensive Plan 1999-2020, the Denton Development Code, and related
matters and to increase the not-to-exceed limit of compensation under the Contract from
$100,000 to $130,000, and
WHEREAS, the City Council deems it in the public interest to approve a First Amend-
ment to the current Contract for Professional Legal Services with Terry Morgan and Associates
adding to the scope of services as lnchcated above, NOW, THEREFORE,
THE CITY COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
SECTION 1 That the City Manager is hereby authorized to execute a First Amendment
to that Contract for Professional Legal Services with Terry Morgan and Associates adding to the
scope of sennces legal admce with regard to the rewnte of the City of Denton Comprehensive
Plan 1999-2020, the Denton Development Code, and related matters and increasing the compen-
sation under the Contract, in substantially the form of the First Amendment attached hereto and
incorporated by reference herein
SECTION 2 That the City Manager is hereby authorized to make the expenditures and
take the actions set forth in the attached First Amendment
S~CTION 3 That all previous legal services performed by Terry Morgan and Associates
that fall w~thm the contractual scope of legal services as expanded by the First Amendment are
hereby ratified and retroactively approved
SECTION 4. That this ordinance shall become effective immediately upon its passage
and approval
JA~/LLER, MAYOR
ATTEST,
JENNIFER WALTERS, CITY SECRETARY
HERBERT L PROUTY, CITY ATTO~¥
Page 2
FIRST AMENDMENT TO
CONTRACT FOR PROFESSIONAL LEGAL SERVICES
STATE OF TEXAS §
COUNTY OF DENTON §
Tbas First Amendment to that certmn Contract for Professional Legal Services, made and
entered Into on the 2nd day of March, 1999, by and between TERRY MORGAN &
ASSOCIATES, 1930 Thanksgiving Tower, 1601 Elm Street, Dallas, Texas 75201, hereinafter
referred to as '~Consultant", and the CITY OF DENTON, a Texas MUmclpal Corporation, 215 E
McK~nney, Denton, Texas 76201, herelnafier referred to as "City", acting by and through its
duly-authorized City Manager (hereinafter referred to as the "Base Agreement")
WITNESSETH
WHEREAS, the City finds it necessary to amend the Base Agreement with Consultant to
add professional legal services for assistance m providing legal advice with regard to the Denton
Comprehensive Plan 1999-2020 ("Comprehensive Plan"), the Denton Development Code, and
related legal services, and
WHEREAS, the Consultant is willing to perform such additional services in a
professional manner as an independent contractor, and
WHEREAS, the City desires to engage the Consultant to render these additional
professional servleas in connection therewith,
NOW, THEREFORE, ~n consideration of the promises and mutual obligations herein, the
parties do hereby mutually agree to amend the scope of services and the compensation of the
Base Agreement as follows
1 That Section I "Scope of Services" of the Base Agreement is hereby amended by
amending Section 2 b so that same shall now read as follows
b Consultant shall provide the City with legal advice and services respecting
the rewrite of the Comprehensive Plan, the Development Code, and
related matters and services respecting land use issues requested by
members of the City staff, as well as any advice requested by the City
respecting annexation in connection with utility matters pertoanlng to the
htlgatlon between the City and the two Fresh Water Supply District
defendants identified in paragraph I A 1 hereinabove
2 That Section II "Term" of the Base Agreement is hereby amended to read as
follows
Fn:st Amendment to Contract For Professional Legal Services - Page 1
H Term This Agreement shall be for a term of two (2) years, begmmng effective
February 1, 1999 and ending on January 31, 2001 Thas Agreement may be sooner terminated m
accordance with the prows~ons hereof Tame as of the essence of thas Agreement, and the
Consultant shall make all reasonable efforts to complete the services set forth herein as
expeditiously as possible during the term of thas Agreement, and to meet the schedules
estabhshed by the C~ty, through its Caty Council, City Manager or C~ty Attorney, or as the
progress of tlus matter may reqmre As htagatmn as contemplated under the terms of this
engagement, Consultant and the C~ty reasonably expect that further amendment(s) to thas
Agreement will be entered ~nto by them, so long as such contemplated htagataon ~s pendang and
not fully rhsposed of
3 That Section III "Compensation and Method of Payment" of the Base Agreement
is hereby amended by amending Section C to read as follows
C Consultant and the C~ty agree that all charges for the legal servaces hereunder,
~ncludang reasonable out-of-pocket expenses, shall not exceed One Hundred
Tharty Thousand Dollars ($130,000 00) The part,es agree that the estabhshment
of tlus not-to-exceed figure by the part, es as based upon a reasonable, good froth
estimate of the expected legal servmes to be rendered by Consultant, due to
posmble unexpected contmgencaes as well as the uncertalntaes of htagat~on and
related matters If~t appears during the term ofth~s Agreement that Consultant's
fees to properly accomphsh the work provided in the scope of servmes, may
exceed $130,000 00, Consultant shall gave notice ~n writing to the Caty Manager
and the C~ty Attorney of same Such notacc shall provide an atemazataon of the
expected hours and expenses needed to complete the scope of servmes based on
each category or task yet to be completed on the engagement The Caty accepts
no responsabflaty for any work performed during the term of th~s Agreement an
excess of $130,000 unless the C~ty Councd, by resolutaon or ordinance, anthonzes
such expendature
4 That save and except as amended hereby, thc terms and condatmns of the Base
Agreement entered into by the partaes on the 2nd day of March, 1999 shall remmn in full force
and effect
IN WITNESS HEREOF, tho Caty of Denton, Texas, has caused th~s Agreement to be
executed an four (4) original counterparts, by and through ~ts duly-anthonzed C~ty Manager, and
Consultant has executed thas Agreement by and through ~ts duly-authorized undersagned partner,
dated tins the day of ,1999
F~rst Amendment to Contract For Professional Legal Services - Page 2
CITY OF DENTON
A Texas Mtm~c~pal Corporation
ATTEST
JENNIFER WALTERS, CITY SECRETARY
~ ~ov~ ^~ ~o ~o~ ~o~
~/~ v/~/ TERRY MORG~ & ASSOCIATES
ATTEST
By
Fxrst Amendment to Contract For Professxonal Legal Services - Page 3