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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