Ordinance No. 15,357 ORDINANCE NO. 15,357
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
DRG MANAGEMENT SERVICES, 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 1: 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 DRG Management Services, 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 DRG
Management Services, 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 26th day of January, 2023.
NDON CAPETILLO, ayor
ATTEST: f o4?,PYTOWy
AA�IL
'a O
o
0
A GELA YACKSON, City f&kq'co
APPROVED AS T
SCOTT LEMON , City Attorney
R-Aaren Anderson'ORDINANCES\2023\2023.01.26\DRGManagementServicesProfessionalServices2022-20230rdinance.docx
EXHIBIT "A"
Professional Services Agreement
Between
The City of Baytown
and
I)R.G Management Services, LLC
STATE OF TEXAS §
COUNTY OF HARRIS §
This Agreement ("this Agreement") shall evidence the terms by which the City of Baytown (the
"City")engages DRG Management Services, 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 ("HIDTA"), with such additional duties and responsibilities as
may be hereinafter prescribed from time to time by the Office of National Drug Control Policy
("ONDCP") and the Houston IIIDTA Executive Board.
The Agreement is expressly contingent on funding by Grant/Award Number
G2211N0005A or any successor grant made available through the Office of National Drug Control
Policy ("ONDCP"), for the purposes expressed herein.
1. Term of Agreement: Subject to the above-referenced contingency,the term of this
Agreement shall be the ten-month period commencing on December 1, 2022,
through September 30, 2023.
2. Services: Contractor agrees to perform the professional services as directed by the
HIDTA Executive Board and ONDCP, including, but not limited to,the following:
a. serving as a liaison between the ONDCP and other HIDTA's throughout the
country and the various law enforcement agencies and initiatives within the
Houston HIDTA;
b. reviewing threat assessments/strategies/budget proposals to ensure the
initiatives conform to the goals of the national HIDTA program and the
overall I louston HIDTA focus;
C. providing creative input and direction for the I l IDTA program;
d. coordinating, preparing and timely submitting the HIDTA reports required
by the ONDCP;
e. evaluating individual HIDTA-funded initiatives to ensure their focus
complies with the target assessment and strategy developed for the overall
Houston HIDTA;
Professional Services Agreement
DRG Manaeement Svcs. LLC..Page l
f. developing and maintaining an inventory of all specialized equipment
obtained and utilized by the HIDTA;
g. developing and maintaining procedures for tracking the various law
enforcement statistics for all the HIDTA components;
h. establishing a Houston HIDTA-wide accounting system to track program
funding and establish an audit trail;
i. serving as an independent, interagency mediation resource and liaison for
agency heads and the initiatives' leadership;
j. maintaining contacts and work with other HIDTA Directors throughout the
country to develop and ensure a coordinated national focus for the various
HIDTA's with shared information and resources as appropriate;
k. working with Department of Defense (DOD) groups, national
communications companies, other HIDTA groups and local initiative
technicians to develop Automatic Data Processing (ADP) systems which
most effectively meet the needs of HIDTA yet remain within the guidelines
of various agency headquarters;
1. reviewing budget submissions and reprogramming requests to ensure
integrity of HIDTA-budget expenditures;
in. coordinating with initiative leaders to avoid duplication of effort through
the various HIDTA initiatives and maximize the use of I€IDTA personnel
and material resources;
n. exercising programmatic,administrative and fiscal oversight and support of
all HIDTA initiatives and ensure they are in compliance with the
ONDCP/HIDTA Program Guidance and other program requirements,
expressly excluding exercising operation control of law enforcement
initiatives;
o. performing additional duties'requirements identified by the Executive
Board which must be consistent with ONDCP/IIIDTA Program Guidance
and deemed necessary to enhance the HIDTA Program;
P. with the concurrence of the Executive Board, hiring staff personnel for
HIDTA,which positions have been approved and funded by the ONDCP;
q. providing daily supervision, and other requirement management functions
for all staff employees of EIIDTA; and
r. complying with the Financial and Administrative Guidelines established by
the HIDTA Assistance Center dated January 1997, and as hereinafter
Professional Services Agreement
DRG Management Svcs.LLC..Page 2
amended,which are incorporated herein by this reference for all intents and
purposes.
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.
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 sum equal to a Federal GS 14-1 scale with locality
pay plus 30% for fringe benefits, for the services to be provided by Contractor, to
be paid in equal installments, monthly. This payment may increase should the
Federal GS 14-1 scale increase during the term of this Agreement.
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
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 I ligh Intensity Drug
Trafficking Area Grant Programs.
8. 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.
Professional Services Agreement
DRG Management Svcs. LLC.,Page 3
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 at I 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 after the date of mailing thereof to the
following address:
CONTRACTOR
DRG Management Services, LLC
Attn. President
17106 Lumberton, Dr.
Cypress,TX 77433
CITY
City of Baytown
Attn: City Manager
P.O. Box 424
Baytown, TX 77522
Fax: (281)420-6586
Professional Services Agreement
DRG Management Svcs. LLC.,Page 4
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
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(I)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
Professional Services Agreement
DRG Management Svcs. LLC.,Page 5
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
WITI IHELD. 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 constitutionality
or legality of any provision 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.
Professional Services Agreement
DRG Management Svcs.LLC.,Page 6
f. 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 1 - 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 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 same.
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.
Professional Services Agreement
DRG Management Svcs. LLC.,Page 7
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 , 2023.
CONTRACTOR: DRG MANAGEMENT
SERVICE, LLC
ALD GOSS, President
CITY OF BAYTOWN,TEXAS:
JASON E. REYNOLDS, City Manager
ATTEST:
ANGELA JACKSON, City Clerk
APPROVED AS TO FORM:
SCOTT LEMOND,City Attorney
Professional Services Agreement
DRG Management Svcs.LLC.,Page 8
STATE OF TEXAS §
COUNTY OF RRIS § L
Before me, V, the undersigned notary public, on this day personally
appeared D NALD GOSS, Presi ent of DRG Management Services, LLC.
known to me;
proved to me on the oath of ; or
proved to me through his current
{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.
Given under my hand and seal of office this Ly d4Nory
_ ,2023.
Uafl— -
ublic in and or t e t of
MI commission expires:
IS1 AlaLt
0�►0. �s REBECCA H GLENNY
Notary 10#12602621 B
My Commission Expires
for October 13, 2024
R Denise HIDTA Contracts ProfessionalServicesAgrcementDRGManagementSvcs LLC-2022-23 docr
Professional Services Agreement
DRG Management Svcs. LLC.,Page 9
Professional Services Agreement
Between
The City of Baytown
and
DRG Management Services, LLC
STATE OF TEXAS §
COUNTY OF HARRIS §
This Agreement ("this Agreement") shall evidence the terms by which the City of Baytown (the
"City") engages DRG Management Services, 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 ("HIDTA"), with such additional duties and responsibilities as
may be hereinafter prescribed from time to time by the Office of National Drug Control Policy
("ONDCP") and the Houston HIDTA Executive Board.
The Agreement is expressly contingent on funding by Grant/Award Number
G22HN0005A or any successor grant made available through the Office of National Drug Control
Policy ("ONDC!"), for the purposes expressed herein.
1. Term of Agreement: Subject to the above-referenced contingency,the term of this
Agreement shall be the ten-month period commencing on December 1, 2022,
through September 30, 2023.
2. Services: Contractor agrees to perform the professional services as directed by the
HIDTA Executive Board and ONDCP, including, but not limited to, the following:
a. serving as a liaison between the ONDCP and other HIDTA's throughout the
country and the various law enforcement agencies and initiatives within the
Houston HIDTA;
b. reviewing threat assessments/strategies/budget proposals to ensure the
initiatives conform to the goals of the national HIDTA program and the
overall Houston HIDTA focus;
C. providing creative input and direction for the HIDTA program;
d. coordinating, preparing and timely submitting the HIDTA reports required
by the ONDCP;
C. evaluating individual HIDTA-funded initiatives to ensure their focus
complies with the target assessment and strategy developed for the overall
Houston HIDTA;
Professional Services Agreement
QRG Management Svcs. LLC Page l
f. developing and maintaining an inventory of all specialized equipment
obtained and utilized by the HIDTA;
g. developing and maintaining procedures for tracking the various law
enforcement statistics for all the HIDTA components;
h. establishing a Houston HIDTA-wide accounting system to track program
funding and establish an audit trail;
i. serving as an independent, interagency mediation resource and liaison for
agency heads and the initiatives' leadership;
j. maintaining contacts and work with other HIDTA Directors throughout the
country to develop and ensure a coordinated national focus for the various
HIDTA's with shared information and resources as appropriate;
k. working with Department of Defense (DOD) groups, national
communications companies, other HIDTA groups and local initiative
technicians to develop Automatic Data Processing (ADP) systems which
most effectively meet the needs of HIDTA yet remain within the guidelines
of various agency headquarters;
1. reviewing budget submissions and reprogramming requests to ensure
integrity of HIDTA-budget expenditures;
in. coordinating with initiative leaders to avoid duplication of effort through
the various HIDTA initiatives and maximize the use of HIDTA personnel
and material resources;
n. exercising programmatic,administrative and fiscal oversight and support of
all HIDTA initiatives and ensure they are in compliance with the
ONDCP/HIDTA Program Guidance and other program requirements,
expressly excluding exercising operation control of law enforcement
initiatives;
o. performing additional duties/requirements identified by the Executive
Board which must be consistent with ONDCP/HIDTA Program Guidance
and deemed necessary to enhance the HIDTA Program;
P. with the concurrence of the Executive Board, hiring staff personnel for
HIDTA, which positions have been approved and funded by the ONDCP;
q. providing daily supervision, and other requirement management functions
for all staff employees of HIDTA; and
r. complying with the Financial and Administrative Guidelines established by
the HIDTA Assistance Center dated January 1997, and as hereinafter
Professional Services Agreement
DRG Management Svcs. LLC..Page 2
amended, which are incorporated herein by this reference for all intents and
purposes.
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.
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 sum equal to a Federal GS 14-1 scale with locality
pay plus 30% for fringe benefits, for the services to be provided by Contractor, to
be paid in equal installments, monthly. This payment may increase should the
Federal GS 14-1 scale increase during the term of this Agreement.
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
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
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.
Professional Services Agreement
DRG Management Svcs. LLC., Page 3
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 after the date of mailing thereof to the
following address:
CONTRACTOR
DRG Management Services, LLC
Attn. President
17106 Lumberton, Dr.
Cypress,TX 77433
CITY
City of Baytown
Attn: City Manager
P.O. Box 424
Baytown, TX 77522
Fax: (281)420-6586
Professional Services Agreement
DRG Management Svcs. LLC.,Page 4
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
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(I) 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 (In FROM THE
CONSEQUENCES OF THE NEGLIGENCE OF THE
CONTRACTOR, its OFFICERS, AGENTS AND/OR
Professional Services Agreement
DRG Management Svcs. LLC., Page 5
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 constitutionality
or legality of any provision 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.
Professional Services Agreement
DRG Manaeement Svcs. LLC.,Page 6
f. 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
Contractors 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 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 same.
1. This Agreement shall not bestow any rights upon any third party, but rather,
shall bind and benefit the City and the Contractor only.
in. 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.
Professional Services Agreement
DRG Management Svcs. LLC.,Page 7
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 ckepe to be an original, but all of which shall constitute but one
and the same amendment,this�J day of `fw.�i�ev�� 2023.
CONTRACTOR: DRG MANAGEMENT
SERVICE, LLC
ALD GOSS, President
CITY OF BAYTOOWWN,TEX
0. r le
JA N E. RE DS, City Manager
ATTEST:
ANGELA CKSON, City Cl
CO
APPROVE A TO FORA: r
SCOTT L OND, City Attorney
Professional Services Aereement
DRG Management Svcs.LLC..Page 8
STATE OF TEXAS §
COUNTY O. ARRIS § LW
Before me, •t 9 , the undersigned notary public, on this day personally
appeared D NALD GOSS, Presi ent of DRG Management Services, LLC.
115< known to me;
proved to me on the oath of ; or
proved to me through his current
{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.
Given under my hand and seal of office this day of 2023.
No ry Public in and or the t of
Te as
My commission expires:
svav s REBECCA H GLENNY
•� 4^ Notary ID Xt26026218
My Commission Expires
?ors October 15, 2024
R:\DenisO HI DTA1Contract"rofmsionalSery icesAgmementDRG MmagementSva.LLC-2022-23.doce
Professional Services Agreement
DRG Management Svcs. LLC..Page 9