Ordinance No. 15,342 ORDINANCE NO. 15,342
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN,
TEXAS, AUTHORIZING THE CITY MANAGER TO EXECUTE AND THE CITY
CLERK TO ATTEST TO A PROFESSIONAL SERVICES AGREEMENT WITH
WENCAMP ENERGY, LLC; AUTHORIZING PAYMENT FOR SERVICES
UNDER THE CONTRACT FROM GRANT FUNDS; AND PROVIDING FOR THE
EFFECTIVE DATE THEREOF.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS:
Section I: That the City Council of the City of Baytown, Texas, hereby authorizes and
directs the City Manager and the City Clerk of the City of Baytown to execute and attest to a
Professional Services Agreement with Wencamp Energy, LLC. A copy of said agreement is attached
hereto, marked Exhibit "A," and made a part hereof for all intents and purposes.
Section 2: That the City Council of the City of Baytown authorizes payment to Wencamp
Energy, LLC, in accordance with Grant/Award Number G22HN0005A or any successor grant made
available through the Office of National Drug Control Policy for the purposes specified in Exhibit
"A," and all compensation for services performed under-the agreement will be from these grant funds.
Section 3: This ordinance shall take effect immediately from and after its passage by the
City Council of the City of Baytown.
INTRODUCED, READ and PASSED by the affirmative vote of the City Council of the City
of Baytown this the 12`1' day of January, 2023.
NDON CAPETILLO, Mliyor
ATTEST:
,n
ANGELA CKSON, Ci£y, le'r�lS
APPROVED A RM:
SCOTT LE ND, City Attorney
R:\Karen Anderson�ORDINANCE-S12023%2023.0LI2NWencampEncrUPmfcssiona]Scniccs2022.20230rdinance.docx
EXHIBIT "A"
Professional SerN ices Agreement
Between
The City of Baytown
and
Wencamp Energy, LLC
I
S IA 11: OF TEXAS S f
COIN I') OF HARRIS §
This Agreement ("this Agreement") shall evidence the terns by which the City of Baytown (the
"City') engages Wencamp Energy, LLC an independent contractor (the "Contractor"), for the
purpose of performing the services hereinafter enumerated in relation to the Houston High
Intensity Drug Trafficking Area("IIIDTA"), with such additional duties and responsibilities as
may be hereinafler prescribed from time to time by the Office of National Drug Control PolicN
("ONDC'P")and the Ilouston 1IIDTA Executive Board.
the Agreement is expresslN contineem on funding by Grant/Award Number
022HN0005A or any successor grant made available through the Office of National Drug Control
PolicN ("ONDCV), for the purposes expressed herein.
I. Term of Agreement: Subject to the above-referenced contingency,the tent of this
Agreement shall be the twelve-month period commencing on October I. 2022.
through September 30.2023.
2. Services: Contractor agrees to pertomr the professional services as Drug
Intelligence Officer(DIO),directed by the HIDTA Executive Board and ONDCP,
including, but not limited to,the following:
a. nark closely with the Public Health Analyst to facilitate collaboration
between public health and public safety entities,such as data sharing,public
safety-led linkage to care, naloxone distribution, and overdoes spike
responses:
b. establish points of contact with key federal, slate, and local drug M
enforcement representatives to promote awareness and utilization of the
DIO Network to promote awareness of priority intelligence through
coordinated meetings,trainings,and outreach opportunities;coordinate the
use of centralized databases for the timely exchange of information: and
identity drug trafficking operations across jurisdictions;
C. implement the Felony Arrest Notification program to track all drug felony
arrests in the Houston HID TA and notify the appropriate law enforcement
agencies;
Profraslonal Services.Aerremenl
\1 c camp EneL,.4LC,Page I
d. coordinate the collection and dissemination of relevant intelligence
obtained from a variety of law enforcement and other sources to develop a
timely and accurate picture ol'existing local drug markets;
C. provide analytical and case support for the HIDTA,local law enforcement,
and other authorized agencies, such as but not limited to, preparing briefs,
written reports.charts.graphs,and link analysis;
f. serve as a conduit for interstate requests for information;
g. contractor must be able ut obtain and maintain a Top-Secret security
clearance;
fhe City's only responsibility under this Contract is to administer the cooperative
agreement contract between the ONDCP and the City by supplying the ONDCP the
proper documentation regarding any payment due the Contractor and disbursing
such funds to the Contractor.
Relationship: Contractor is and shall at all times be an independent contractor and
is not to be considered an agent or employee of the City.
4. Limitation of Authority: Notwithstanding anything to the contrary herein.
Contractor will have no authority whatsoever over and no duty with respect to any
operational control of law enforcement by HIDTA. Contractor will not be held
responsible for the actions or omissions of any law enforcement personnel working
on or behalf of HIDTA, including, but not limited to any alleged failure to
adequately train.direct or supervise such personnel.
5. Payment: As full payment for those professional/personal services rendered in
accordance with this Agreement,the City shall disburse to Contractor the amount
approved by ONDCP for professional services during the term of this Agreement.
Such amount is expected to be a maximum sum equal to a Federal GS 11-1 scale
with locality pay plus 30% lbr fringe benefits, for the services to be provided by
the Contractor, to be paid in equal installments, monthly. This payment may
increase should the Federal GS II-1 scale increase during the term of this
Agreement.
1
6. Expense Reimbursement: Contractor shall be entitled to reimbursement for i
certain approved expenses incurred while performing the services contained in this
Agreement in accordance with Payment and Fxpense Reimbursement over the term
of this Agreement.
7. Payment and Expense Reimbursement Approval:
Pavment for services rendered shall be paid on a monthly basis. Contractor shall
submit a monthly billing indicating the monthly payment and shall submit the
original receipts for expenses to be reimbursed. All requests for payment and/or
hulfs�ienal Srnices Agrecme2t
Wmmc neryn I.C.Page'_
reimbursement shall be reviewed and approved for payment by the ONDCP or its
designee prior to submission to the City.
All requests for expense reimbursement submitted shall be in conformance with
current published guidelines used in the administration of the High Intensity Drug
Trafficking Area Grant Programs.
8. Payment and Expense Reimbursement Processing: Contractor shall submit 1
approved invoices to the Chief of Police for payment and reimbursement. The 4
Chief of Police shall arrange for the payment of such invoices through the GGGG
appropriate City of Baytown processes.
9. Taxes: Contractor shall be solely responsible for any and all federal,state and local
tax consequences that result from its receipt of any payments or reimbursements
paid in accordance with this Agreement.
10. Automobile Allowance: Contractor shall be provided a monthly automobile
allowance in the amount determined by the Executive Board for the term of this
Agreement. Contractor shall be responsible for the purchase or lease of the vehicle
as well as all maintenance,insurance and any and all other vehicle-related expenses.
the City will not be held responsible for any expenses, liabilities,claims or other
matters stemming from the operation of this vehicle. Contractor shall at all times
during the term of this Agreement have a current valid Texas driver's license and
shall produce upon the City's request the same along with a valid insurance
certificate showing coverages deemed appropriate by the City.
11. Termination: This Agreement may be terminated by either party at any time
without cause;provided,however,should the Contractor terminate this Agreement,
the Contractor shall give the City seven (7) days' written notice of its intent to
terminate the Agreement. Contractor understands that should he no longer be able
to perform the services required herein for any reason,this entire Agreement shall
automatically terminate without notice. In any event, at the termination of this
Agreement,the Contractor shall receive as its sole compensation,payment for the
services actually performed in accordance with the payment provision of article 4
hereof plus any expenses to which he is due and owing at the time of the
termination. All such termination payments shall be subject to the contingency first
listed hereinabove.
12. Notice: All notices required to be given hereunder shall be given in writing
by telecopier, overnight, or facsimile transmission, certified or registered mail or
by hand delivery at the respective addresses of the parties set forth herein or at such
other address as may be designated in writing by either party. Notice given by mail
shall be deemed given three (3) days alter the date of mailing thereof to the
following address:
fYutessoty Smiccs Agreement
Wrnca i; [rrerer.LLC.Page 3
CONTRACTOR
Wencamp Energy,LLC
Ann. President Wendell Campbell
200 Fountains Lane#5202
Houston.TX 77304
camnenergN @qlvahoo.com
CITY
City of Baytown
Attn: City Manager
P.O.Box 424
Baytown,TX 77522
Fax:(281)420-6586
13. Miscellaneous Provisions:
(a) This Agreement shall not bestow-any rights upon any third party,but rather,
shall bind and benefit the Contractor and the City only.
(b) This Agreement contains all the agreements of the parties relating to the
subject matter hereof and is the full and final expression of the agreement between
the parties.
(c) INDEMNITY
THE CONTRACTOR, ITS OFFICERS, AGENTS AND
EMPLOYEES AGREES TO AND SHALL INDEMNIFY,HOLD
HARMLESS, AND DEFEND THE CITY, ITS OFFICERS,
AGENTS AND EMPLOYEES, FROM AND AGAINST ANY
AND ALL CLAIMS, LOSSES, DAMAGES, CAUSES OF
ACTION, SUITS AND LIABILITY OF EVERY KIND,
INCLUDING ALL EXPENSES OF LITIGATION, COURT
COSTS, AND ATTORNEYS' FEES, FOR ANY AND ALL
INJURIES TO OR DEATH OF ANY PERSON OR FOR
DAMAGES ARISING OUT OF OR IN CONNECTION WITH
THE SERVICES PERFORMED OR ADVICE GIVEN BY THE
CONTRACTOR, its OFFICERS, AGENTS OR EMPLOYEES
PURSUANT TO THIS AGREEMENT, WHERE SUCH
DAMAGES ARE CAUSED IN WHOLE OR IN PART BY THE
NEGLIGENCE OF THE CITY, ITS OFFICERS AGENTS
AND/OR EMPLOYEES AND/OR THE SOLE OR JOINT
NEGLIGENCE OF THE CONTRACTOR, its OFFICERS
eT2fWM'�I^5�sc..,us�cty W0J
P�soeio Lortm.1 W.Pate 4
AGENTS AND/OR EMPLOYEES. IT IS THE EXPRESSED
INTENTION OF THE PARTIES HERETO, BOTH THE
CONTRACTOR AND THE CITY, THAT THE INDEMNITY
PROVIDED FOR IN THIS PARAGRAPH IS INDEMNITY BY
THE CONTRACTOR TO INDEMNIFY AND PROTECT THE
CITY,ITS OFFICERS,AGENTS AND EMPLOYEES(1) FROM
THE CONSEQUENCES OF THE NEGLIGENCE OF THE
CITY, ITS OFFICERS, AGENTS OR EMPLOYEES,
WHETHER THAT NEGLIGENCE IS THE SOLE OR A
CONCURRING CAUSE OF THE RESULTING INJURY,
DEATH OR DAMAGE, AND/OR (11) FROM THE
CONSEQUENCES OF THE NEGLIGENCE OF THE
CONTRACTOR, its OFFICERS, AGENTS AND/OR
EMPLOYEES, WHETHER THAT NEGLIGENCE IS THE
SOLE OR CONCURRING CAUSE OF THE RESULTING
INJURY, DEATH OR DAMAGE.
IN THE EVENT "THAT ANY ACTION OR PROCEEDING IS
BROUGHT AGAINST THE CITY BY REASON OF ANY OF THE ABOVE
THE CONTRACTOR FURTHER AGREES AND COVENANTS TO DEFEND
THE ACTION OR PROCEEDING BY LEGAL COUNSEL ACCEPTABLE TO
THE CITY, WHICH ACCEPTANCE SHALL NOT BE UNREASONABLY
WITHHELD. This indemnity provision shall survive the termination or expiration
of this Agreement and shall remain in full force and effect.
Upon termination or expiration of this Agreement,the parties hereto
agree that the above-referenced indemnity and the release contained in subsection
(d)of this section shall not expire but shall remain in effect.
(d) By this Agreement, the City does not consent to litigation or suit, and the
City hereby expressly revokes any consent to litigation that it may have granted by
the terms of this Agreement or any other contract or agreement, any charter, or
applicable state law. Nothing herein shall be construed so as to limit or waive the
City's sovereign immunity. Contractor does hereby, for itself,its officers,agents,
employees, successors, and assigns, collectively referred to in this paragraph as
"Contractor,' release,acquit,and forever discharge the City, its officers, agents,
and employees,collectively referred to in this paragraph as"City;'of and from any
and all debts, damages, claims, causes of action, suits, liabilities, and demands of
whatever nature, which Contractor might now have or that might subsequently
accrue by reason of any matter or thing whatsoever and particularly growing out of
or in any way connected with, directly or indirectly, this Agreement and/or the
services to be performed pursuant to the same, including, but not limited to, any
claims for any workers' compensation, health insurance or any other benefit
provided by the City to its officers and/or employees; any claims challenging the
Ptitla"i mjjSArv1Gh Aummcm
Y+MgMEnenn.LLB.Page 5
constitutionality or legality of any pro%ision of this Agreement;any and all existing
or future common law, statutes.civil rights. or constitutional claims; and any tort
claims of any nature.
(e) Contractor covenants and agrees that he will not employ any individual to
perform the services hereinbefore described pursuant to this Agreement unless such
individual has signed a release and indemnity agreement releasing and
indemnifying the City from all claims,losses,damages,causes of action,suits and
liability of every kind, regardless of any negligence on the part of the City. Such
release and indemnity agreement must be in accordance with and provide at a
minimum the same protections to the City as afforded in subsections(c)and (d)
hereinabove.
(1) Notwithstanding anything to the contrary contained in this Agreement,the
City and the Contractor hereby agree that no claim or dispute between the City and
the Contractor arising out of or relating to this Agreement shall be decided by any
arbitration proceeding including. without limitation, any proceeding under the
Federal Arbitration Act(9 U.S.C.Section I -14),or any applicable state arbitration
statue, including. but not limited to, the Texas General Arbitration Act, provided
that in the event that the City is subjected to an arbitration proceeding
notwithstanding this provision, the Contractor consents to be joined in the
arbitration proceeding if the Contractor's presence is required or requested by the
City for complete relief to be recorded in the arbitration proceeding.
(g) Neither the Contractor nor the City shall sell,assign, or transfer any of its
rights or obligations under this Agreement in whole or in part without prior written
consent of the other party.
(h) Failure of either party hereto to insist on the strict performance of any of the
agreements herein or to exercise any rights or remedies accruing thereunder upon
default or failure of performance shall not be considered a waiver of the right to
insist on and to enforce by an appropriate remedy,strict compliance with any other
obligation hereunder to exercise any right or remedy occurring as a result of any
future default or failure of performance.
(i) This Agreement shall in all respects be interpreted and construed in
accordance with and governed by the laws of the State of Texas and the City,
regardless of the place of its execution or performance. The place of making and i
the place of performance for all purposes shall be Baytown.Harris County,Texas.
(j) All parties agree that should any provision of this Agreement be determined
to be invalid or unenforceable, such determination shall not affect any other term
of this Agreement. which shall continue in full force and effect.
(k) In the event of any ambiguity in any of the terms of this contract,it shall not
he construed for or against any party hereto on the basis that such party did or did
not author the same,
{�ytg�j�,�ti�n„ices Aerccmaitt
WM"M,P-LW. W,I_JA Page 6
(1) This Agreement shall not bestow any rights upon any third party,but rather.
shall bind and benefit the City and the Contractor only.
(m) Contractor agrees that in the performance of its undertakings and obligations
under this Agreement. Contractor will strictly observe and abide by all rules,
regulations and laws of the United States of America,the State of Texas and the City
of Baytown,as they now exist or may hereinafter be enacted or amended.
(1) The officers executing this Agreement on behalf of the parties hereby
confirm that such officers have full authority to execute this Agreement and to bind
the party he/she represents.
IN WITNESS WHEREOF,the parties hereto have executed this Amendment in multiple
copies,each of which shall be deemed to be an original,but all of which shall constitute but one
and the same amendment,this day of 2022.
CONTRACTOR;WENCAMPENERGY,LLC
NDELL CAMPBELL,President
CITY OF BAYTOWN,TEXAS:
.ATTEST: Ism
i
ANGELA JACKSON,City Clerk
i
APPROVED AS TO FORM:
i-aff LFh10ND.City Altomey
ltuffxvmei_Ssn.nn Attrcencai
'A cokm Lett t LLC,Pnpe 7
Sf.AIkOFTIXAS S
CMN I Y Of FIARRIS
Befire me,� the undersigned notary public, on this day personalh
WENDEL presi appeared ELL, dent of Wencamp Energy,LLC.
known to me:
proved to me on the oath of _ :or
\fib __ proved to me through his currant VWIA1 4 __-__
;description of identification card or other document issued by the federal
government or any state government that contains the photograph and signature of
the acknowledging person)
(one)
to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me
that he executed that instrument for the purposes and consideration therein expressed.
I
Given under my hand and seal of office this l _day ot`A�! .2022.
Notary public in and for the State of
1'exas
MV commission expires:
�� ce NRI"TYN BROWN
i Natnry 1a 113381,820
My Commission Expires
July 6,2026
I
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4 4koo.:•.nVsl ini0lnln lllirt klY:dee,¢nruXniu,:\gmenunN
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1,j-(,j'essj()jia1 ScrN ices Agreement
Bew ten
Vhe City of Baytown
and
Wencanip F.nervy, LLC
S 1A I F. OF I 111V\S §
(-Ot NTY OVI IARRIS §
I his Agreement ("ihis Agreement") shall et Idence the teens by u Ilich the City of"Baytown (the
engages \Vcricamp Fncrg), LLC an independent contractor (the "Contractor"). for the
purpose Of perl'onning the see ices hereinafler enumerated in relation to the Houston High
IntensliN Drug Trafficking Area (-I with such additional duties and responsibilities as
may be hereinafter prescribed from time to time b.r the Office of National Drug Control Policv
i0ND(T)and tile Houston I IIDTA ExccuLivu Board.
1he Agreement is expressiN, cutltintent on funding by Grant/Award Number
0221 IN0005A or any SUCV(:S'A)T grant made available ilit-Oligh the Office of National Drug Control
Policy ('-0NDCP), for the purposes expressed herein.
I Term of Agrevinvot: Subject to the above-refzl-enced contingency,the term of this
Aizreenient shall fie the twelve-month period commencing on October 1. 2022.
through September 30. 2023.
2, Services: Contractor agrees to peribmi the professional senrices wi Drug
Intelligence Offlicer(DIO),directed by the IIIDTA Execuflvc Board and ONDCP,
including. but not limited to,the following:
a. work closely with the Public Health Analyst to facilitate collaboration
beovecii public health and public safety entities,such as data sharing,public
safety-led link-age to care. naloxone distribution. and overdoes spike
responses:
1). establish points of contact with key federal, state, and local drug
enforcement representatives to ,promote awareness and utilization of the
DIO Network to promote awareness of priority intelligence t1l ou h
ir L
coordinated meetings, irainings. and outreach opportunities. coordinate the
use of centralized database-., for the timely exchange of information: and
identify drug trallickiiip operations across jurisdictions:
C. implement the Felony Arrest Notification program to track all drug felony
arrests in the I louston Fill)FA and notil'y the appropriate law en1l'orcement
agencies
Pro(sLs2wnal 5e i�i e!it
1,I.C. Pay 1
d. coordinate the collection and dissemination of relevant intelligence
obtained from a %aricty of lau enforcement and other sources to develop a
timch and accurate picture of existing local drug markets;
e. provide analytical and case support for the HIDTA,local law enforcement,
and other authorized agencies, such as but not limited to,preparing briefs,
written reports.charts.graphs,and link analysis;
I serve as a conduit for interstate requests for information;
g. contractor must be able to obtain and maintain a Top-Secrel security
clearance;
The City's only responsibility under this Contract is to administer the cooperative
agreement contract between the ONDCP and the City by supplying the ONDCP the
proper documentation regarding any payment due the Contractor and disbursing
such funds to the Contractor.
3. Relationship: Contractor is and shall at all times be an independent contractor and
is not to be considered an agent or employee of the City.
a. Limitation of Authority: Notwithstanding anything to the contrary herein.
Contractor will have no authority whatsoever over and no duty with respect to any
operational control of law enforcement by HIDTA. Contractor will not be held
responsible for the actions or omissions of any law enforcement personnel working
on or behalf of IIIDTA, including. but not limited to any alleged failure to
adequately train.direct or supervise such persormel.
?. Payment: As full payment fix those professionallpersonal services rendered in
accordance with this Agreement,the City shall disburse to Contractor the amount
approved by ONDCP for professional services during the term of this Agreement.
Such amount is expected to be a maximum sun equal to a Federal GS 11-1 scale
with locality pay plus 30% fix fringe benefits, for the services to be provided by
the Contractor, to be paid in equal installments, monthly. This payment may
increase should the Federal GS 11-1 scale increase during the term of this
Agreement.
I
6. Expense Reimbursement: Contractor shall be entitled to reimbursement for
certain approved expenses incurred while performing the services contained in this
Agreement in accordance with Payment and Expense Reimbursement over the term
of this Agreement.
7. Payment and Expense Reimbursement Approval:
Payment for services rendered shall be paid on a monthly basis. Contractor shall
submit a monthly billing indicating the monthly payment and shall submit the
original receipts for expenses to be reimbursed. All requests for payment and/or
I'ru wgnal Senice>Aenroment
N'eneamn Fnera i t.t-.Page 2
reimbursement shall be reviewed and approved for payment by the ONDCP or its
designee prior to submission to the City.
All requests for expense reimbursement submitted shall be in conformance with
current published guidelines used in the administration of the Ifigh Intensity Drug
Trafficking Area Grant Programs.
g. Payment and Expense Reimbursement Processing: Contractor shall submit
approved invoices to the Chief of Police for payment and reimbursement. The
Chief of Police shall arrange for the payment of such invoices through the
appropriate City of Baytown processes.
9. Taxes: Contractor shall be solely responsible for any and all federal,state and local
tax consequences that result from its receipt of any payments or reimbursements
paid in accordance with this Agreement.
10. Automobile Allowance: Contractor shall be provided a monthly automobile
allowance in the amount determined by the Executive Board for the term of this
Agreement. Contractor shall be responsible for the purchase or lease of the vehicle
as well as all maintenance,insurance and any and all other vehicle-related expenses.
The City will not be held responsible for any expenses, liabilities, claims or other
matters stemming from the operation of this vehicle. Contractor shall at all times
during the tern of this Agreement have a current valid Texas driver's license and
shall produce upon the City's request the same along with a valid insurance
certificate showing coverages deemed appropriate by the City.
11. Termination: This Agreement may be terminated by either party at any time
without cause;provided,however,should the Contractor terminate this Agreement.
the Contractor shall give the City seven (7) days' written notice of its intent to
terminate the Agreement. Contractor understands that should he no longer be able
to perform the services required herein for any reason,this entire Agreement shall
automatically terminate without notice. In any event, at the termination of this
Agreement,the Contractor shall receive as its sole compensation,payment for the
services actually performed in accordance with the payment provision of article 4
hereof plus any expenses to which he is due and owing at the time of the
termination. All such termination payments shall be subject to the contingency first
listed hereinabove.
12. Notice: All notices required to be given hereunder shall be given in writing
by telecopier, overnight, or facsimile transmission, certified or registered mail or
by hand delivery at the respective addresses of the parties set forth herein or at such
other address as may be designated in writing by either party. Notice given by mail
shall be deemed given three (3) days after the date of mailing thereof to the
following address:
I'r�s}ional ticnicr}ItyreSIIt.2
CONfRACI'OR
Wencamp Energy,LLC
Attn. President Wendell Campbell
200 Fountains Lane#5202
Houston,TX 77304
canmenerrg}'rlvahoo.com
CITY I
City of Baytown
Attn: City Manager
P.O.Box 424
Baytown,TX 77522
Fix:(281)420-6586
13. Miscellaneous Provisions:
(a) This Agreement shall not bestow any rights upon any third party,but rather,
shall bind and benefit the Contractor and the City only.
(b) This Agreement contains all the agreements of the parties relating to the
subject matter hereof and is the full and final expression of the agreement between
the parties.
(c) INDEMNITY
FAT, T,v
CTOR, ITS OFFICERS, AGENTS AND
GREES TO AND SHALL INDEMNIFY,HOLD
ND DEFEND THE CITY, ITS OFFICERS,
EMPLOYEES, FROM AND AGAINST ANY
AIMS, LOSSES, DAMAGES, CAUSES OF
, S AND LIABILITY OF EVERY HIND,
INCLUDING ALL EXPENSES OF LITIGATION, COURT
COSTS, AND ATTORNEYS' FEES, FOR ANY AND ALL
INJURIES TO OR DEATH OF ANY PERSON OR FOR
DAMAGES ARISING OUT OF OR IN CONNECTION WITH
THE SERVICES PERFORMED OR ADVICE GIVEN BY THE
CONTRACTOR, its OFFICERS, AGENTS OR EMPLOYEES
PURSUANT TO THIS AGREEMENT, WHERE SUCH
DAMAGES ARE CAUSED IN WHOLE OR IN PART BY THE
NEGLIGENCE OF THE CITY, ITS OFFICERS AGENTS
AND/OR EMPLOYEES AND/OR THE SOLE OR JOINT
NEGLIGENCE OF THE CONTRACTOR, its OFFICERS
t�at�+swot Scn�rv�bYatcmcm
tvCX=PIMCM.1.44,Page 4
AGENTS AND/OR EMPLOYEES. IT IS THE EXPRESSED
INTENTION OF THE PARTIES HERETO, BOTH THE
CONTRACTOR AND THE CITY, THAT THE INDEMNITY
PROVIDED FOR IN THIS PARAGRAPH IS INDEMNITY BY
THE CONTRACTOR TO INDEMNIFY AND PROTECT THE
CITY,ITS OFFICERS,AGENTS AND EMPLOYEES(1)FROM
THE CONSEQUENCES OF THE NEGLIGENCE OF THE
CITY, ITS OFFICERS, AGENTS OR EMPLOYEES,
WHETHER THAT NEGLIGENCE IS THE SOLE OR A
CONCURRING CAUSE OF THE RESULTING INJURY,
DEATH OR DAMAGE, AND/OR (II) FROM THE
CONSEQUENCES OF THE NEGLIGENCE OF THE
CONTRACTOR, its OFFICERS, AGENTS AND/OR
EMPLOYEES, WHETHER THAT NEGLIGENCE IS THE
SOLE OR CONCURRING CAUSE OF THE RESULTING
INJURY, DEATH OR DAMAGE.
IN rHE EVENT THAT ANY ACTION OR PROCEEDING IS
BROUGHT AGAINST THE CITY BY REASON OF ANY OF THE ABOVE
THE CONTRACTOR FURTHER AGREES AND COVENANTS TO DEFEND
THE ACTION OR PROCEEDING BY LEGAL COUNSEL ACCEPTABLE TO
THE CITY, WHICH ACCEPTANCE SHALL NOT BE UNREASONABLY
WITHHELD. This indemnity provision shall survive the termination or expiration
of this Agreement and shall remain in full force and effect.
Upon termination or expiration of this Agreement,the parties hereto
agree that the above referenced indemnity and the release contained in subsection
(d)of this section shall not expire but shall remain in effect.
(d) By this Agreement, the City does not consent to litigation or suit, and the
City hereby expressly revokes any consent to litigation that it may have granted by
the terms of this Agreement or any other contract or agreement, any charter, or
applicable state law. Nothing herein shall be construed so as to limit or waive the
City's sovereign immunity. Contractor does hereby, for itself,its officers,agents,
employees, successors, and assigns, collectively referred to in this paragraph as
'Contractor," release, acquit,and forever discharge the City, its officers, agents,
and employees,collectively referred to in this paragraph as"City;'of and from any
and all debts.. damages, claims, causes of action, suits, liabilities, and demands of
whatever nature, which Contractor might now have or that might subsequently
accrue by reason of any matter or thing whatsoever and particularly growing out of
or in any way connected with, directly or indirectly, this Agreement and/or the
services to be performed pursuant to the same, including, but not limited to, any
claims for any workers' compensation, health insurance or any other henelit
provided by the City to its officers and/or employees; any claims challenging the
'tivfn�amnl Jmicn_9xtss�
K_FR4 ffm t'.nsrnl.l,LS,Pagc 5
constitutionality nr legality of any provision of this Agreement:any and all existing
or future common law.statutes,civil rights, or constitutional claims:. and any ton
claims ofany nature.
(e) Contractor covenants and agrees that he will not employ any individual to
perform the services hereinbefore described pursuant to this Agreement unless such
individual has signed a release and indemnity agreement releasing and
indemnifying the City from all claims.losses,damages,causes of action,suits and
liability of every kind, regardless of any negligence on the part of the Cilv. Such
release and indemnity agreement must be in accordance with and provide at a
minimum the same protections to the City as afforded in subsections(c) and(d)
hereinabove.
(q Notwithstanding anything to the contrary contained in this Agreement,the
City and the Contractor hereby agree that no claim or dispute between the City and
the Contractor arising out of or relating to this Agreement shall be decided by any
arbitration proceeding including, without limitation, any proceeding under the
Federal Arbitration Act(9 U.S.C.Section I -14),or any applicable state arbitration
statue, including. but not limited to, the Texas General Arbitration Act, provided
that in the event that the City is subjected to an arbitration proceeding
notwithstanding this provision, the Contractor consents to be joined in the
arbitration proceeding if the Contractor's presence is required or requested by the
City for complete relief to be recorded in the arbitration proceeding.
(g) Neither the Contractor nor the City shall sell,assign,or transfer any of its
rights or obligations under this Agreement in whole or in part without prior written
consent of the other party.
(h) Failure of either party hereto to insist on the strict performance of any of the
agreements herein or to exercise any rights or remedies accruing thereunder upon
default or failure of performance shall not be considered a waiver of the right to
insist on and to enforce by an appropriate remedy,strict compliance with any other
obligation hereunder to exercise any right or remedy occurring as a result of any
future default or failure of performance.
t
(i) This Agreement shall in all respects be interpreted and construed in
accordance with and governed by the laws of the State of Texas and the City,
regardless of the place of its execution or performance. The place of making and
the place of performance for all purposes shall be Baytown,Harris County.Texas.
(j) All parties agree that should any provision of this Agreement be determined
to be invalid or unenforceable, such determination shall not affect any other term
of this.Agreement,which shall continue in full force and effect.
(k) In the event of any ambiguity in any of the terms of this contract,it shall not
be construed for or against any party hereto on the basis that such party did or did
not author the vune.
7 ict l_}5n ice.AUss!agnt
(1) Fbis Agreement shall not bestow any rights upon any third party,but rather.
shall bind and benefit the City and the Contractor only.
(m) Contractor agrees that in the performance of its undertakings and obligations
under this Agreement. Contractor will strictly observe and abide by all rules.
regulations and laws of the United States of America,the State of Texas and the City j
of Baytown,as they now exist or may hereinafter be enacted or amended.
(1) The officers executing this Agreement on behalf of the parties hereby
confirm that such officers have full authority to execute this Agreement and to bind
the party he/she represents.
IN WITNESS WHEREOF,the parties hereto have executed this Amendment in multiple
copies,each of which shall be d red to be a r nal,but all of which shall constitute but one
and the same amendment,this� day of ,202O
��JJ CONTRACTOR:WENCAMPENERGY,LLC
NDELL CAMPBELL,Presidem
CITY OF BAYTOWN,TEXAS:
o-gpYT04le;y l�¢v n E•K�-} �S,I C.l.'� ' '" -J_
EST: c~i��f •aN
AN(iLI JA <ritt ciOkr"
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is FORM:
,i).Uly Attorney
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(1) This Agreement shall not bestow any rights upon any third party,but rather.
shall bind and benefit the City and the Contractor only.
(m) Contractor agrees that in the performance of its undertakings and obligations
under this Agreement, Contractor will strictly observe and abide by all rules,
regulations and laws of the United States of America,the State of Texas and the City
of Baytown,as they now exist or may hereinafter be enacted or amended.
(1) The officers executing this Agreement on behalf of the parties hereby
confirm that such officers have full authority to execute this Agreement and to bind
the party he/she represents.
IN WITNESS WHEREOF,the parties hereto have executed this Amendment in multiple
copies,each of which shall be deemed to be an original,but all of which shall constitute but one
and the same amendment,this_day of 12022.
CONTRACTOR:WENCAMPENERGY.LLC
NDELL CAMPBELL,President
CITY OF BAYTOWN,TEXAS:
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ATTEST:
Jan � 1=-c.�I1D�5� �RTrtltv�.� ���f1.11�e.Y
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ANGELA JACKSON,City Clerk
APPROVED AS TO FORM:
SC'OU 1.FMOND.City Attorney
endaswarlStn.ts�Atttrsmsa!
N 9mm Lit•LLC.PW 7
S I Al F. OF TF\AS <
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COIN I Y OF HAIMS
Before me,� n - the undersigned notary public. on this day personally
appeared WFNDELL .ANlPBELI.. President of Wencamp Fnergy, I.I.C.
kno\a2 to me:
_ proved to me(in the oath of -{ _ or
proved to tire through his current _..1I -M, Id�t1S�
{description of identification card or other document issued by the federal
government or an}'state government that contains the photograph and signature of
the acknowledging person}
tone)
to be the person whose name is subscribed to the foregoing instrument.and acknowledged to me
that he executed that instrument for the purposes and consideration therein expressed.
(liven under my hand and seal ol'office this LII-day of q&L.- .2022.
Notary Public in and for the State of
Texas
My commission expires:
ppx ne NRISSTVN BROWN
NONatary ID 0133844820
' My Cammisslan Expires
,�?ar F' July 6.2026
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