1999-157 O N CENO
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, 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 City Council deems it necessary and an the public interest to engage the
law firm of Lloyd, Gosselmk, Blewns, Rochelle, Baldwan & Townsend, P C, of Austin, Texas,
(the "Firm") to provide professional legal servmes to the Caty pertmmng to representauon of the
City and Denton Mumcapal Electric ("DME") before the Pubhc Utfl~taes Commassaon of Texas
("PUC") m the areas of public utflaty regulatory law and adm~mstrauve law, respeeung any
pertinent mlemakmg proceeding or project, and legal adwce concerning comphance w~th PUC
rules respecting the actlwt~es of DME, and
WHEREAS, the City has heretofore engaged the Firm by Agreement approved and dated
September 23, 1997 to perform s~mllar professaonal legal services to those provided for an the
Agreement for Professaonal Legal Services attached hereto The F~rm has contanuously
performed legal services under the prevmus Agreement, and ~n February 1999, the funds
prowded for in the earher Agreement were exhausted Nonetheless, the City requested that the
F~rm prowde continuous representatton to the City and DME on ~mportant PUC ~ssues until such
t~me as a new Agreement for Professional Legal Services could be reached, prova&ng ad&t~onal
compensation for the Farm, and such Agreement could be duly approved by the Caty Council
Accordingly, it is appropriate that the attached Agreement for Professional Legal Services w~th
the Finn should be ratified and confirmed, and should be retroactively approved and made
effective as of February 1, 1999 in order to properly compensate the F~rm for its work performed
heretofore at the spemfic instance and request of the City, which work has &reefly benefited the
City, and
WHEREAS, the City Council has provided m the City Budget for the approprmtlon of
funds to be used for the purchase of the foregoing professional servaces, as set forth an the
attached Agreement for Professmnal Legal Services, NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
SECTION I That the Caty Manager is hereby authorized to execute an Agreement for
Professional Legal Serwces wxth the law firm of Lloyd, Gossehnk, Blevlns, Rochelle, Baldwin,
& Townsend, a Texas Professional Corporation, Aumn, Texas for professaonal legal servmes
pertmnmg to the here~nabove-descnbed matters involving the C~ty of Denton and DME, ~n
substantmlly the form of the Agreement for Professional Legal Services attached hereto and
~ncorporated herewith by reference
SECTION II That the award of th~s Agreement ~s on the bas~s of the demonstrated
competence and quahficat~ons of the Ftrm, and the abthty of the F~rm to perform the professional
legal servaces needed by the C~ty for a fmr and reasonable price
SECTION III That the expenditure of funds as prowded for m the attached Agreement
for Professional Legal Services is hereby authorized
SECTION IV That the Agreement for Professional Legal Services ~s hereby ratified,
confirmed, and retroactively approved, and shall be effective from and after February l, 1999
SECTION V That th~s ordinance shall become effective ~mmedmtely upon ~ts passage
and approval
PASSEr AND APPROVED the day
of C~~ ,1999
JA~flLLER, MAYOR
ATTEST
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
S \Our Documents\Ordmances\99~LloydOosselmk PUCT 99 DME PSA doc
AGREEMENT FOR
PROFESSIONAL LEGAL SERVICES
STATE OF TEXAS §
COUNTY OF D , TON §
THIS AGREEMENT, made and entered into fins //~day of c,j~ , 1999,
by and between LLOYD, GOSSELINK, BLEVINS, ROCHELLE, BALDWII~ & TOWNSEND,
P C, a Texas Professional Corporation (hereinafter referred to as "CONSULTANT"), with
Lambeth Townsend, Shareholder, hawng full anthonty to execute this Agreement on behalf of the
firm, 111 Congress Avenue, State 1800, Anstm, Texas 78701, and the CITY OF DENTON, a
Texas Mumclpal Corporatmn, 215 East MeI~nney, Denton, Texas 75201 (hereinafter referred to as
"CITY"), wth Michael W Jez, City Manager, having full authority to execute fins Agreement on
behalf of the C~ty
WHEREAS, the City deems it necessary and m the public interest to engage legal counsel to
proxade professional legal serwces w~th respect to the City's compliance with the Public Utlhty
Commission ("PUC") elecmc transmission service roles as well as any mlemakmg proceeding or
any project relating to elecmc t~msmassion service, or otherwise affecting the C~ty and
WHEREAS, the Consultant is wflhng to perform such services in a professional manner as
an independent contractor, and,
WHEREAS, the City desires to engage the Consultant to render the professional services in
connection therewith, and the Consultant is wflhng to provide such services
NOW, THEREFORE, m cons~deratlon of the pronuses and mutual obhgatlons herein, the
C~ty and Consultant do hereby mutually AGREE as follows, to w~t
I. ~ The Consultant shall perform the following services ~n a professional
manner working as an independent contractor not under the dtrect supervision and control of the
City
A Serwces to be prowded
I Consultant shall represent the C~ty before the PUC concermng the City's
compliance with the PUC's Transmission Service Rules and concermng any
mlemakang proceeding or project relating to transnusslon service, or otherwise
affecting the City, including, w~thout hmatatlon, the professional legal serwces
with regard to submitting pleadings and comments and attending all uncontested
heanngs and other proceedings m relation to these matters, and to consult w~th the
Caty through ets Denton Mumcapal Elecmc ("DIVlE") staff w~th regard to all
filings, uncontested hearings, and other ~ssues related to thxs project Provided,
however, ff the C~ty elects to pamc~pate m a contested case proceeding at the PUC
relating to transmasmon service or any other matter, the pafaes agree that at will be
necessary to enter mto a separate professxonal serrates agreement, to provade for
such addat~onal legal sermces
2 To consult w~th the C~ty Manager, Assistant City Manager for Utihtles, the
D~rector of Electric Uttht~es, the C~ty Attorney, the Aas~stant Caty Attorney for
Uttht~es, and other designated adrmmstrat~ve personnel or staff regarding any and
all aspects of the professional services to be performed, including legal research,
analyses, and admce vath respect to such matters Tlus wall include coordinating
actlvd~es w~th the D~rector of Electric Utilities, the City Attorney and their
respecttve staff to efficiently perform the servmes reqmred and to preserve the
Attomey/Chent privilege, work product, and all other applicable excepttons to the
chscovery or dtsclosure of documents produced by the City and the Consultant
under the Scope of Sermces heremabove
B The Consultant shall perform all the servmes reqmred by t/us Agreement m a timely
fasluon, and shall complete same an comphance with schedules establmhed by the Caty
through ~ts Director of Electric Utthttes as appropriate to carry out the terms and
conditions of thts Agreement
II. Term.' This Agreement shall be effective as of February 1, 1999, and shall terminate
eather upon the completton of the pmfesmonal serwces pmvaded for here~n, or on March 31, 2000,
or upon the exhaustton of all professional fees prowded for hereunder, wtuchever event shall first
occur Thts Agreement may be sooner tenmnated m accordance w~th the prov~saons hereof Time
is of the essence of tlus Agreement Consultant shall make all reasonable efforts to complete the
servaces set forth herein as expexht~ously as possible dunng the term oftlus Agreement, and to meet
the schedules estabhshed by the C~ty, through ~ts Darector of Elecmc Utdat~es, or her designee
III. Compensation and Method of Payment:
A The Consultant shall charge the following fees for ~ts professaonal services provided to the
Caty hereunder, based upon the followang hourly bflhng rates for the attorneys and support
staffmvolved m tins matter
Staff ttmarly_5~
Lambeth Townsend, Shareholder $190 00
Georgm Cramp, Shareholder $180 00
Rtchard Hamala, Assocmte $170 00
Paralegal $ 75 00
Law Clerk $ 75 00
Consultant agrees that all charges for the legal servmes hereunder, mcludang expenses as set
forth m Section HI C below, shall not exceed $50,000 00
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B The Consultant shall endeavor to have the attomeys and employees hsted ~n Section III A
above, reasonably attempt to reduce costs by ut~hz~ng other qualffied shareholders,
associates, and paralegals wherever feasible or possible The Consultant shall bill the C~ty
through the submission of ~tem~zed mvmces, statements, and other docmnentat~on, together
with support data mchcatmg the progress of the work and the services performed on the bas~s
of monthly statements, showing hourly rates ~ndlcat~ng who performed the work, what type
of work was done, and descnptaons and/or details of all services rendered, ~nclud~ng a dmly,
and an entry-by-entry reflection of billable tune spent on tbas engagement, along w~th specffic
descnptaon and supporting documentation, ~f available, mspect~ng any reasonable and
necessary out-of-pocket expenses recurred by Consultant ~n performing the professional
services promded for under tbas Agreement Professional fees shall be billed ~n m~mmum
one-tenth (1/10) hour ~ncrements
C Adchtlonally, the C~ty shall e~ther pay chrectly or reimburse the Consultant, as the case may
be, for reasonable and necessary actual out-of-pocket expenses, including but not hm~ted to,
long-distance telephone, telecop~er, reproduction, postage, overmght comer, and
transportation and travel All cop~es will be charged at the rate of fifteen cents ($15) per
copy for cop~es made within Consultant's offices, w~th as much photocopying as possible
being done by outside vendors at bulk rates or by the C~ty to reduce costs ~f bulk copying ~s
necessary or appropriate The partaes agree that the charges for outgoing telecop~es from
Consultant shall be $ 25 per page and that there will be no charge by Consultant for incoming
telecop~es
D The parttes anticipate that invoices or statements for professional servmes will be generated
on a monthly bas~s and that sa~d invoices or statements will 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
w~thm tbarty (30) days after receipt of an appropriate ~tem~zed ~nvo~ce or statement To the
extent that any fees or expenses are d~sputed by the City, the C~ty shall not~fy Consultant
w~thm tbarty (30) days after 1ts receipt of the ~nvmce or statement, and shall otherwise pay all
unchsputed mounts set forth m the mvmce or statement w~tban thmy (30) days after ~ts
receipt of the mvome or statement All reimbursable expenses, ~ncluchng, but not necessarily
hm~ted to travel, lodging, and meals, shall be prod at the actual cost, pursuant to the terms,
conditions, and lm~atattons set forth hereto All mvomes or statements shall be approved by
the Assxstant C~ty Manager for Utilities, or bas designee, and by the C~ty Attorney
E It ~s understood and agreed that the Consultant shall work under the coordination and general
supervision of the D~rector of Electric Ut~httes and the C~ty Attorney
F All not~ces, mvomes, and payment shall be made m writing and may be given by personal
dehvery or by mall Notaces, mvomes, statements, and payments sent by mall shall be
addressed respectively, to Herbert L Pmuty, C~ty Attorney, 215 East Mclrdnney, Denton,
Texas 76201 as to the C~ty, and to Lambeth Townsend, Lloyd/Gossehnk, 111 Congress
Avenue, State 1800, Austin, Texas 78701, as to the Consultant When so addressed, the
notice, lnvmce, statement and/or payment shall be deemed g~vcn upon depom of same m the
Umted States Mall, postage prepaid In all other ~nstanccs, notices, lnvotces, statements,
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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 which notices, invoices,
statements and/or payments are to be sent, provided reasonable notice is given
IV Professional Competene_v.
A Consultant agrees that in the performance of these professional services, Consultant shall be
responsthle to the level of competency and shall use the same degree of skall and care
presently maintained by other practicing professionals performing the same or similar types
ofwork For the purpose of flus Agreement, the key persons who will be performing most of
the work hereunder shall be Lambeth Townsend and Georgia Cramp, Shareholders
However, notlung herein shall lnmt Consultant from using other qualified and competent
members of the from to perform the services required herein 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 obtained under the terms of tins Agreement are instruments of
servme and the Cat3' shall retain ownerstup and a property interest therein Iftlus Agreement
is tertmnated at any tnne for any reason prior to payment to the Consultant for work under
tins 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
without restriction on their use or further compensation to the Consultant
V Establishment and Maintenance of Reeords. Full and accurate records shall be
mtuntamed by the Consultant at its place of business with respect to all matters covered by this
Agreement Such records shall be maintained for a period of at least three years after receipt of
final payment under tins Agreement
VI. ~ At any tune dunng normal business hours and upon reasonable
notice to the Consultant, there shall be made available to the City all of the Consultant's records
with respect to all matters covered by flus Agreement The Consultant shall permit the City to
audit, examine, and make excepts or transcripts from such records, and to make au(fits of contracts,
invoices, materials, and other data relatmg to all matters covered by tins Agreement
VII. Accomplishment of Pro_ieet. The Consultant shall commence, carry on, and complete
flus professional engagement with all practicable dispatch, in a sound, economical and efficient
matter, and, m accordance with the prov~sions hereof and all apphcable laws In accomphshmg 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 being earned on by the City
VIII. Indemnity_ and Independent Contractor Relationship:
A Consultant shall perform all sermces 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 enoperate m the defense of any clauns, action, stat, or proceeding of any kand brought by a
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thtrd party winch may result from or d~rectly or ~ndirectly arise from any neghgence and/or
errors or om~ss~ons on the part of the Consultant or from any breach of the Consultant's
obhgat~ons under this Agreement In the event of any litigation or clmm under tbas
Agreement m wluch Consultant ~s joined as a party, Consultant shall prowde statable counsel
to defend City and Consultant agoanst such claim, provided the Consultant shall have the
right to proceed w~th the competent counsel of its own choosing The Consultant agrees to
defend, mdemmfy and hold harmless the City and all of its officers, agents, servants, and
employees against any and all such clatms to the extent of coverage by Consultant's
professional habfl~ty pohcy The Consultant agrees to pay all expenses, ~nclud~ng but not
lun~ted to attorney's fees, and satisfy all judgments wluch may be recurred or rendered
agmnst the Consultant's professional hab~hty insurance pohcy Notfung here~n constitutes a
waiver of any rights or reme&es the C~ty may have to pursue under either law or eqmty,
~ncludmg, w~thout hm~tat~on, a cause of action for specffic performance or for damages, a
loss to the C~ty, resulting from Consultant's negbgent errors or om~ss~ons, or breach of
contract, and all such rights and remedaes are expressly reserved
B Consultant shall maintain and shall be caused to be ~n force at all t~mes dunng the term of
tlus Agreement, a legally binding policy of professional habdlty ~nsurance, hsted by Best
Rated Careers, w~th a rating of"A-" or above, ~ssued by an ~nsurance earner approved to do
busmass m Texas by the State Insurance Commission Such coverage shall cover any clmm
hereunder oecastoned by the Consultant's neghgent professional act and/or error, act, or
omlss~on, m an amount not less than $1,000,000 combined s~ngle hm~t coverage per
occurrence In the event of change or cancellation of the pohcy by the insurer, the Consultant
hereby covenants to lmmedaately not~fy the City ~n writing thereof, and in such event, the
Consultant shall, prior to the effective date of change or cancellation, serve a substitute pohcy
furmshlng the same or higher amount of coverage The Consultant shall provide a copy of
the declarations page of such pohcy to the C~ty through its D~rector of Elecmc of Ut~htles
slmultaneonsly w~th the execution of ttus Agreement
IX. Termln~tion of Agreement:
A In connection with the work outhned in t!us Agreement, xt is agreed and fully understood by
the Consultant that the Cxty may cancel or xndefimtely suspend further work hereunder or
terminate flus Agreement at any t~me upon written notme to Consultant, Consultant shall
cease all work and labor being performed under this Agreement Consultant may terminate
tfus Agreement by giving the C~ty fifteen (15) days written notice that Consultant is no
longer m a positron to continue represenUng the Cmty Consultant shall invoice the C~ty for
all work satisfactorily completed and shall be compensated m accordance w~th the terms of
this Agreement All reports and other documents, or data, or work related to the project shall
become the property of the C~ty upon termmataon of tlus Agreement
B Tbas Agreement may be termllmted m whole or m part, m writing, by e~ther party m the event
of substantial failure by the other party to fulfill ~ts obhgat~ons under tlus Agreement through
no fault of the terminating party Prowded, however, that no such termination may be
affected, unless the other party ~s given [1] written nonce (delivered by certffied mml, return
receipt reques0 of intent to tenmnate, and not less than t!urty (30) calendar days to cure the
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failure, and, [2] an opportumty for consultation w~th the tenmnat~ng party prior to
termination
C Nothing contained hereto or elsewhere m tins Agreement shall reqmre the City to pay for any
work winch ~s unsatisfactory or winch is not submatted in comphance w~th the terms of tins
Agreement
X. Alternate Dispute Resolution: The Consultant agrees that, if necessary, ~t will use ~ts
best efforts to resolve any d~sputes regarding the Agreement through the use of methat~on or other
forms of alternate d~sputo resolution set forth m Chapter 154 of the Texas C1vll Practices and
Remedies Code (V A T C S )
XI. ~ This Agreement represents the entire agreement and understanahng
between the part,es and any negotiations, proposals, or oral agreements are ~ntended to be
~ntegrated herein and to be superseded by tins written Agreement Any supplement or amendment
to tins Agreement, ~n order to be effective, shall be ~n writing and signed by the C~ty and the
Consultant
XII. Compliance with Lows: The Consultant shall comply with all federal, state, local
laws, roles, regulations, and ordinances apphcable to the work covered hereunder as they may now
read or hereai'~er be emended, ~ncludmg but not hm~ted to the Texas D~sclphnary Rules of
Professional Conduct
XIII. ~ For the purpose of determining place of agreement and law
governing same, tins Agreement ~s entered ~nto m the C~ty and County of Denton, State of Texas,
and shall be construed in accordance with, and governed by the laws of the State &Texas Venue
and jtlrlsdlctlon of any stat or cause of action arising under or m connection w~th tins Agreement
shall he exclns~vely in a court of competent junsthctlon s~tt~ng ~n Denton County, Texas
XIV. Diserimiuation Prohibited: In performing the serwces required hereunder, the
Consultant shall not dlscnmanate against any person on the bas~s of race, color, rehg~on, sex,
nataonal ongm or ancestry, age, or physical hand,cap
A Consultant represents that ~t has or will secure at ~ts own expense all personnel required
to perform the services reqmred under tbs Agreement Such personnel shall not be
employees nor have any conlractual relations w~th the City Consultant shall :nform
the C~ty of any confl~ct of interest or potential confl~ct of ~nterest that may arise dunng
the term of tins Agreement, ~n accordance w~th Consultant's responslb~hUes under the
Texas D~sc~plmary Rules of Professional Conduct
B All services reqmred hereunder will be performed by the Consultant or under its d~rect
supervision All personnel engaged m work shall be qualified and shall be licensed,
authorized, or permatted under state and local laws to perform such services
P~e6
XVI. ~ The Consultant shall not assign any interest ~n flus Agreement and
shall not transfer any interest m this Agreement (whether by assxgnment, novatlun, or otherwise)
w~thout the prior written consent of the City thereto
XVII. ~ All agreements and covenants eontmned hereto are severable, and m
the event any of them, vath the exception of those eontmned ~n sections headed "Scope of
Services", "Independent Contractor Relat~onsbap", and "Compensation and Method of Payment"
hereof, shall be held to be ~nvahd by any court of competent junschct~on, tins Agreement shall be
~nterpreted as though such mvahd agreements or covenants were not eontamed here~n
XVIII. ]iesponsibilities for Claims and L~abiilty: Approval by the City shall not
constitute nor be deemed a release of the responslblhty and habthty of the Consultant for the
accuracy and competency of its work, nor shall such approval be deemed to be an assumpuon of
such responsfluhty of the City for any defect m any report or other documents prepared by the
Consultant, its shareholders, associates, employees, officers, or agents ~n eonneeUon with flus
engagement
XIX. Modiflcatmn of A_~reement: No wmver or mothfieatzon o£flus Agreement or of any
covenant, condition, or lnmtaUon hereto eontmned shall be valid unless m wnUng and duly
executed by the party to be charged therewith No evidence of any watver or modaficatlon shall be
offered or received m evidence in any proceeding arising between the part,es hereto out of or
affecting tins Agreement, or the rights or obhgat~ons o£the parties hereunder, unless such wmver or
modification is m writing, duly executed as aforesmd The pames further agree that the provisions
of flus article will not be wmved as herein set forth
XX. ~ The captions of finns Agreement are for reformational purposes only and
shall not in any way affect the substantive terms or condmons of flus Agreement
XKI. ~ Tins Agreement shall be b~nthng upon and inure to the benefit of the
parues hereto and their respacUve he~rs, executors, adm~mstrators, legal representatives, successors,
and assigns, where pertmtted by flus Agreement
IN WITNESS HEREOF, the C~ty of Denton, Texas has executed fins Agreement in four (4)
original counterparts by and through its duly-anthonzed C~ty Manager, and Consultant has
executed flus Agreement. b.y.~and through its duly-authorized undersigned Shareholder, dated thru
the ///~---/'/ day of ~'/'~%~-~-' ,1999
CITY OF DENTON, TEXAS
A Texas Mumclpal Corporatmn
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ATTEST
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
LLOYD, GOSSELINK, ROCHELLE, BLEVINS
ROCHELLE, BALDWlN& TOWNSEND, P C
A Texas Professional Corporation
Lambeth Townsend, S are o er
ATTEST
BY ~ ~
S \Out B6cument~ContractsLOg~Lloyd Gossehnk PSA 99PUC DME doc
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