1999-146 O ANCENO
AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT
FOR PROFESSIONAL LEGAL SERVICES WITH WOOD, THACKER & WEATHERLY,
P C TO PROVIDE LEGAL SERVICES WITH REGARD TO LITIGATION STYLED
WILLIAM ALLAN STANLEY, INDIVIDUALLY AND AS INDEPENDENT EXECUTOR OF THE
ESTATE OF DOROTHY LOUISE STANLEY V CITY OF DENTON, TEXAS, CAUSE NO 97-
40490-362, FILED IN THE 362~qI~ DISTRICT COURT OF DENTON COUNTY, TEXAS,
AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR, AND PROVIDING AN
EFFECTIVE DATE
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
~ That the C~ty Manager is hereby authorized to enter into a Contract for
Professxonal Legal Servmes w~th Wood, Thaeker & Weatherly, P C, substantially in the form of
the attached Contract, wbaeh as made a part of th~s ordinance for all purposes, to prowde legal
services to the C~ty
~ That the C~ty Manager as hereby authorized to make the expenditures as
outhned m the attached Agreement
SECTION III. That this ordinance shall become effective ~mmedmtely upon ars passage
and approval
PASSED AND APPROVEDth~sthe~¢/~- dayof /~p~57 ,1999
JAC~
ATTEST
JENNIFER WALTERS, CITY SECRETARY
HERBERT L PRO~TY, CI-T2~TTORNEY
CONTRACT FOR PROFESSIONAL LEGAL SERVICES
STATE OF TEXAS §
COUNTY OF DENTON §
This AGREEMENT, made and entered xnto th~s thg~/~ day of ~~ ,
1999, by and between Wood, Thaeker & Weatherly, P C, 513 West Oak, Denton, trexas 76201,
hereinafter referred to as "Consultant", and the City of Denton, a Texas municipal corporation,
2 ! 5 East McKmney, Denton, Texas 7620t, hereinafter referred to as "C~ty"
WITNESSETH
WHEREAS, the C~ty finds it necessary to employ outside legal counsel to perform
professional legal services regarding htlgatlon styled Wtlham Allan Stanley, Indtvtdually and as
Independent Executor of the Estate of Dorothy Loutse Stanley v Ctty of Denton, Texas, Cause
No 97-40490-362, filed ~n the 362nd D~stnct Court of Denton County, and
WHEREAS, the Consultant is wdhng to perform such services in a professional manner
as an ~ndependent contractor, and
WHEREAS, the City desires to engage the Consultant to render the professmnal services
m connection therewith, and the Consultant ~s wdhng to prowde such serwces,
NOW, THEREFORE, in conslderatmn of the promises and mutual obhgatmns herem, the
parties hereto do hereby mutually AGREE as follows
I SCOPE OF SERVICES
The Consultant shall perform the following services m a professional manner working as
an independent contractor not under the chrect supervision and control of the City
A Services to be provided
1 The Consultant shall evaluate the relevant facts and c~rcumstances and shall adwse the
City, by written op~mon, with respect to ~ts options and the legality of such options,
regarding researching and responding to requests for legal serwces
2 Consultant shall also consult, as requested, with the C~ty Manager, the C~ty Attorney, and
any other designated City staff respecting any and all aspects of the services to be
performed under th~s Agreement
3 The Consultant shall perform all the professional services required ~n a t~mely fashion,
and shall complete same in comphance w~th schedules established by the C~ty through its
C~ty 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 twenty (20) months, beg~nmng effective May 1,
1999 and,ending on December 31, 2001 This Agreement may be sooner terminated in
accordance with the prows~ons hereof Time ~s of the essence of th~s Agreement, and the
Consultant shall make all reasonable efforts to complete the servmes set forth hereto as
exped~tlously as possible dunng the term of this Agreement, and to meet the schedules
estabhshed by the C~ty, through ~ts C~ty Attorney, or as the progress of th~s matter may reqmre
III COMPENSATION AND METHOD OF PAYMENT
B The Consultant shall charge the following fees for ~ts professional services hereunder, based
on the following foes for ~ts professional services hereunder, based on the following hourly
bllhng rates for the attorneys and support staff revolved in this matter
Attorneys $120/hour
Legal Assistants $50/hour
Attornoy t~me will be billed at one tenth (1) hour mlmmum bflhng increments
C The Consultant will try to reduce costs whenever feasible by utilizing quahfied pnnclpals,
assocmtes, paralegals, and law clerks The Consultant shall bill the C~ty through the
submission of ~tem~zed ~nvo~ces, statements, and other documentation, together w~th
supporting data ~ndmat~ng the progress of the work and the services performed on the basis
of monthly statements showing hourly rates lndmatlng who performed the work, what type of
work was done, and descriptions and/or detmls of all services rendered, along with specific
descnptlon and supporting documentation, ~f avmlable, respecting any reasonable and
necessary out-of-pocket expenses recurred
D Consultant estimates and the City agree that all charges for the legal services hereunder,
~ncluchng reasonable out-of-pocket expenses, shall not exceed tlurty-five thousand dollars
($35,000), and Consultant agrees to not~fy the City and seek a modfficatlon of the agreement
should the total fees exceed such amount
E The Caty shall either pay d~rectly or reimburse the Consultant, as the case may be, for
reasonable and necessary actual out-of-pocket expenses, ~nclud~ng but not hm~ted to, long-
d~stance telephone, telecopler, reproduction, overnight courier, on-hne research, and travel
All cop~es will be charged at the rate of twenty-five cents ($ 25) per copy for copies made
w~thm 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 ~s necessary The part,es
agree that there will be no charges for outgoing telecop~es or ~ncom~ng telecop~es
Contract For Professional Legal Servmes - Page 2
F The parties anticipate ~nvomes or statements for services will be generated on a monthly
basis and that said invoices or statements will be sent on or about the 20th day of each month
The City shall make payment to the Consultant within thirty (30) days of the satisfactory
completion of services and receipt of an itemized invoice or statement All reimbursable
expenses, mcludmg, but not necessarily limited to travel, lodging, and meals shall be prod at
the actual cost, pursuant to the terms, condmons, and limitations heremabove set forth All
invoices and bills shall be approved for payment by the City Attorney
G It is understood that the Consultant shall work w~th the coordination and general supervision
of the City Attorney or the Lmgat~on Attorney
H All notices, bflhng statements and invoices shall be made an writing and may be given by
personal delivery or by mall Notices and anvmces sent by mall shall be addressed to
Herbert L Prouty, City Attorney, 215 E McKirmey, Denton, Texas 76201 When so
addressed, the not,ce, mvome, and/or payment shall be deemed given upon deposit in the
United States Mml, postage prepmd In all other instances, notices, invoices, and/or
payments shall be deemed given at the time of actual delivery Changes may be made m the
names and addresses of the responsible person or office to whom notices, invoices, and/or
payments are to be sent, prowded reasonable written notice is g~ven
IV PROFESSIONAL COMPETENCY
A The Consultant agrees that ~n the performance of these professional services, Consultant shall
be responsible for the level of competency and shall use the same degree of skill and care
presently maintained by other practicing professionals perfonmng the same or similar types
of work For the purpose ofttus Agreement, the key persons who will be performing most of
the work hereunder shall be R William Wood However, nothing herein shall limit
Consultant from using other qualified and competent members of ~ts firm to perform the
services required herein
B All legal oplmons and other legal documents prepared or obtained under the terms of this
Agreoment are mstmments of service and the C~ty shall retmn ownership and a property
interest therem If this Agreement m terminated at any time for any reason prior to payment
to the Consultant for work under this Agreement, all such documents prepared or obtained
under the terms of the Agreement shall upon termination be delivered to and become the
property of the City upon request and without restncuon on their use or further compensation
to the Consultant
V ESTABLISHMENT AND MAiNTENANCE OF RECORDS
Full and accurate records shall be malntatned by the Consultant at its place of business
with respect to all matters covered by this Agreement Such records shall be mamtamed for a
period of at least three (3) years after receipt of final payment under this Agreement
Contract FOr Professtonal Legal Servtces- Page 3
VI AUDITS AND INSPECTION
At any time dunng normal business 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 audit, examine, and make
excerpts or transcripts from such records, and to make audits of contracts, invoices, materials,
and other data relatmg to all matters covered by this Agreement
VII ACCOMPLISHMENT OF PROJECT
The Consultant shall commence, carry on, and complete any and all projects with all
practicable dispatch, in a sound, economical and efficient manner, and, in accordance with the
provisions hereof and all applicable laws In accomphshing the projects, the Consultant shall
take such steps as are appropriate to ensure that the work involved is properly coordinated with
related work being earned on by the City
VIII INDEMNITY AND INDEPENDENT CONTRACTOR RELATIONSHIP
The Consultant shall perform all services as an independent contractor not under the
direct supervision and control of the City Nothing herein shall be construed as creating a
relationship of employer and employee between the parties The City and Consultant agree to
cooperate in the defense of any clams, action, suit, or proceeding of any kind brought by a third
party which may result from or directly or indirectly arise from any negligence and/or errors or
omissions on the part of the Consultant or from any breach of the Consultant's obhgatlons under
this Agreement Nottung herein constitutes a waver of any rights or remedies the City may have
to pursue under either law or equity, mcludlng, without limitation, a cause of action for specific
performance or for damages, a loss to the City, resulting from Consultant's negligent errors or
omissions, or breach of contract, and all such rights and remedies are expressly reserved
IX TERMINATION OF AGREEMENT
A In connection with the work outhned in this Agreement, It IS agreed and fully understood by
the Consultant that the City may cancel or indefinitely suspend further work hereunder or
terminate this Agreement at any time upon written notice to Consultant, Consultant shall
cease all work and labor being performed under this Agreement Consultant may terminate
this Agreement by giving the City thirty (30) days written notice that Consultant is no longer
in a position to continue representing the City Consultant shall invoice the City for all work
satisfactorily completed and shall be compensated in accordance with the terms of this
Agreement All reports and other documents, or data, or work related to the project shall
become the property of the City upon termination of this Agreement
B This Agreement may be terminated in whole or in part, in writing, by either party In the event
of substantial failure by the other party to fulfill its obligations under this Agreement through
no fault of the terminating party Provided, however, that no such termination may be
effected, unless the other party is given [1] written notice (delivered by certified mai, return
receipt requested) of intent to terminate, and not less than thirty (30) calendar days to cure
Contract For Professional Legal Serwces - Page 4
the failure, and [2] an opportunity for consultation w~th the terminating party prior to
termination
C Nothing contmned herein or elsewhere in th~s Agreement shall reqmre the City to pay for any
work which is unsatisfactory or which is not submitted in compliance with the terms of this
Agreement
X ALTERNATE DISPUTE RESOLUTION
The Consultant agrees that, if necessary, It will use ~ts best efforts to resolve any disputes
regardmg the Agreement through the use of mediation or other forms of altemate dispute
resolution set forth in Chapter 154 of the Texas Civil Practice and Remedies Code (V A T C S )
XI ENTIRE AGREEMENT
This Agreement represents the entire agreement and understanding between the parties,
and any negotmt~ons, proposals, or oral agreements are intended to be integrated herein and to be
superseded by this written Agreement Any supplement or amendment to th~s Agreement to be
effective shall be m wrltmg and signed by the City and the Consultant
XII COMPLIANCE WITH LAWS
The Consultant shall comply with all federal, state, and local laws, roles, regulations, and
ordinances apphcable to the work covered hereunder as they may now read or hereafter be
amended, including but not hm~ted to the Texas D~sclpllnary Rules of Professional Conduct
XIII GOVERNING LAW
For the purpose of determlmng place of agreement and law governing same, this
Agreement is entered into ~n the C~ty and County of Denton, State of Texas, and shall be
governed by the laws of the State of Texas Venue and jurisdiction of any suit or cause of action
arising under or in connection with this Agreement shall be exclusively in a court of competent
jurisdiction s~ttlng in Denton County
XIV DISCRIMINATION PROHIBITED
In performing the services required hereunder, the Consultant shall not discriminate
agmnst any person on the basis of race, color, mhgion, sex, national origin or ancestry, age, or
physical hand, cap
XV PERSONNEL
A The Consultant represents that ~t has or will secure at its own expense all personnel required
to perform all the services reqmred under this Agreement Such personnel shall not be
employees or have any contractual relations with the City Consultant shall inform the City
of any conflict of interest or potentml conflict of interest that may arise dunng the term of
Contract For Professional Legal Services - Page 5
this Agreement, in accordance with Consultant's responsibilities under the Texas
Disciplinary Rules of Professional Conduct
B All services required hereunder will be performed by the Consultant or under its direct
supervision All personnel engaged an work shall be qualified and shall be authonzed or
permitted under state and local laws to perform such services
XVI ASSIGNABILITY
The Consultant shall not assign any interest an this Agreement and shall not transfer any
interest in this Agreement (whether by assignment, novation, or otherwise) w~thout the prior
written consent of the City thereto
XVII SEVERABILITY
All agreements and covenants contained herein are severable, and m the event any of
them, with the exception of those contained in 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 junsdmtlon, this Agreement shall be
interpreted as though such invalid agreements or covenants were not contained herein
XVIII RESPONSIBILITIES FOR CLAIMS AND LIABILITY
Approval by the City shall not constitute nor be deemed a release of the responsabfllty
and liability of the Consultant for the accuracy and competency of its work, nor shall such
approval be deemed to be an assumption of such responsibility of the City for any defect in any
report or other documents prepared by the Consultant, ~ts employees, officers, agents and
consultants
XIX MODIFICATION OF AGREEMENT
No waiver or modlfcation of this Agreement or of any covenant, condition, or limitation
herein contained shall be valid unless in writing and duly executed by the party to be charged
therewith, and no evidence of any w~uver or modification shall be offered or received in evidence
in any proceeding arising between the parties hereto out of or affecting this Agreement, or the
rights or obligations of the parties hereunder, unless such waiver or modification is in writing,
duly executed as aforesaid, and, the parties further agree that the provisions of this section will
not be wmved as herein set forth
XX CAPTIONS
The captions of this Agreement are for informational purposes only and shall not in any
way affect the substantive terms or conditions of this Agreement
Contract For Professional Legal Services - Page 6
XXI BINDING EFFECT
This Agreement shall be binding upon and ~nure to the benefit of the part,es hereto and
their respective heirs, executors, adm~mstrators, legal representatives, successors, and assigns
where permitted by th~s Agreement
IN WITNESS HEREOF, the City of Denton, Texas, has caused this Agreement to be
executed m dupheate originals by ~ts duly authorized City Manager, and Consultant ~as. 9xecuted
this ~greement ~through ~ts duly authorized undersigned partner, dated th~s the ~:~5~/4'clay of
CJ~_~t~ , 1999
CITY OF DENTON /
ATTEST
JENNIFER WALTERS, CITY SECRETARY
WOOD. THACKER & WEATHERLY, PC
Contract For Professtonal Legal Servmes - Page 7