Ordinance No. 16,124 ORDINANCE NO. 16,124
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN,TEXAS,
AUTHORIZING AND DIRECTING THE CITY MANAGER TO EXECUTE AND THE
CITY CLERK TO ATTEST TO A COMPROMISE SETTLEMENT AGREEMENT AND
RELEASE OF ASSIGNMENT OF CLAIMS WITH BPR HOLLAND PUMP COMPANY
FOR PUMP RENTAL FEES AND DAMAGED EQUIPMENT IN CONNECTION WITH
A MAN-HOLE CAVE IN REPAIR AT THE NORTHEAST DISTRICT WASTE WATER
TREATMENT PLANT; AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN
IN THE AMOUNT NOT TO EXCEED ONE HUNDRED FORTY-EIGHT THOUSAND
FOUR HUNDRED NINETY-FIVE AND 21 100 DOLLARS ($148,495.21); AND
PROVIDING FOR THE EFFECTIVE DATE THEREOF.
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BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN,TEXAS:
Section l: That the City Council of the City of Baytown, Texas, hereby authorizes a
Compromise Settlement Agreement and Release of Assignment of Claims with BPR Holland Pump
Company for pump rental fees and damaged equipment in connection with a man-hole cave in repair at the
Northeast District Waste Water Treatment Plant. A copy of the Release of All Claims setting forth the
terms of the settlement is attached hereto, marked Exhibit "A," and incorporated herein for all intents and
purposes.
Section 2: That the City Council of the City of Baytown authorizes payment to BPR Holland
Pump Company, in an amount not to exceed ONE HUNDRED FORTY-EIGHT THOUSAND FOUR
HUNDRED NINETY-FIVE AND 21 100 DOLLARS ($148,495.21) in accordance with the agreement
authorized in Section 1 hereinabove.
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 to of e City uncil of the City of
Baytown this the 24"'day of April, 2025.
CfTARLES JOHN ON, Mayor
ATTEST: o�ap,Y70y111,V�
° � N
• e
°
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ANGEL ACK a• ity °
•
APPRO D AS
SCOTT LEM j D, City Attorney
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EXHIBIT "Alt
COMPROMISE SETTLEMENT AGREEMENT AND RELEASE,
AND ASSIGNMENT OF CLAIMS
THIS COMPROMISE SETTLEMENT AGREEMENT AND RELEASE, AND
ASSIGNMENT OF CLAIMS("Release")is made and entered into by and between BPR-Holland
Pump (`BPR")and CITY OF BAYTOWN, TEXAS, a home-rule municipality located in Harris
and Chambers Counties,Texas(the"City").
In consideration of the mutual promises hereinafter set forth,and in view of the desire of
the parties to avoid the burden and expense of litigation,the parties hereto agree as follows:
1. The City has agreed to pay BPR the amount of ONE HUNDRED FORTY-EIGHT
THOUSAND FOUR HUNDRED NINETY-FIVE AND 21/100 DOLLARS
($148,495.21),representing all claims asserted or that could have been asserted by
BPR against the City arising out of or related to rental agreements, rental invoices
and work order invoices regarding machinery and accessories rented from BPR.
2. BPR and the City have agreed to settle fully and finally,without any admission of
fault or liability, all claims asserted, or which could have been asserted by BPR,
and all claims, known or unknown, arising out of or related to related to rental
agreements, rental invoices and work order invoices regarding machinery and
accessories rented from BPR.
3. BPR and the City recognize that litigation, appeals, and other disputes between
them are expensive, uncertain, and time-consuming, and that settlement on
agreeable terms is preferable
pJrefferable to ongoing disputes and litigation.
4• AW/EC �/�n/ks1 WkL�" ocr Z&Pe_ BPR DOES HEREBY FOR
ITSELF, ITS LEGAL REPRESENTATIVES, AGENTS, SUCCESSORS IN
INTEREST AND ASSIGNS (HEREINAFTER `BPR RELEASORS"),
IRREVOCABLY AND UNCONDITIONALLY RELEASE AND
DISCHARGE THE CITY AND ITS PREDECESSORS, SUCCESSORS,
ASSIGNS, OFFICERS, AFFILIATES, AGENTS, REPRESENTATIVES,
EMPLOYEES, AND ATTORNEYS (HEREINAFTER "THE CITY
RELEASEES"), FROM ANY AND ALL CLAIMS, LIABILITIES,
DEMANDS, JUDGMENTS, LIENS, LOSSES, DAMAGES AND CAUSES
OF ACTION OF WHATSOEVER KIND AND CHARACTER,KNOWN OR
UNKNOWN, FIXED OR CONTINGENT, THAT THE BPR RELEASORS,
OR ANY OF THEM,MAY HAVE,OR CLAIM TO HAVE,AGAINST THE
CITY RELEASEES OR ANY OF THEM, BY REASON OF, OR ARISING
OUT OF, OR IN ANY WAY RELATED TO RENTAL AGREEMENTS,
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RENTAL INVOICES AND WORK ORDER INVOICES REGARDING
MACHINERY AND ACCESSORIES RENTED FROM BPR AND ANY ACT
OR OMISSION OCCURRING ON OR PRIOR TO THE DATE BPR SIGNS
THIS RELEASE,Including but not limited to:
• Rental Number 55546
• Rental Number 55584
• Rental Number 55675
• Rental Number 55842
• Rental Invoices: 120395,117770,117811, 118801,119881
• Work Order Invoices: 118793,118795,120391,118796,120392
• and/or any good or services provided related to the above
(collectively,the"Work").
5. Should any local,state,or federal agency or taxing authority deem the Funds to be
taxable,BPR acknowledges and agrees that BPR shall be solely responsible for the
payment of any such taxes and shall indemnify,release,and hold harmless the City
Releasees.
6. Neither anything set forth herein, nor any payment provided for herein shall be
construed as an admission by any the City Releasee or evidence of liability or
wrongdoing of any kind.
7. This Release may not be altered, amended, modified or terminated, except by an
instrument in writing executed by authorized representatives of the parties.
8. Except as provided in Paragraph 1, each party shall bear its or his own costs and
attorneys'fees incurred in connection with this Release and the underlying dispute.
9. The Parties shall maintain the terms of this Release as confidential to the extent
permitted by law, and shall not disclose the terms of this Release to third parties,
except as required by law.This section shall not prohibit the Parties from disclosing
the terms of this Release to certain professionals such as accountants/CPAs,
attorneys, title companies, banking institutions, landlords, investors, potential
investors, potential purchasers, or other third patties who need certain data to
provide services to the Parties("Service Providers").In instances where disclosure
of certain information is required to Service Providers, the Parties shall only
disclose the specific information necessary for the Service Providers as is
reasonably necessary in light of the specific cause for disclosure.The Parties agree
that the consideration for confidentiality shall be the mutual exchange of promises
between the Parties to keep the terms of the settlement confidential.This provision
excludes requests for information and information required pursuant to submissions
of bids,or information required to be released in accordance with the Texas Public
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Information and/or Open Meetings Acts.
10. BPR agrees not to disparage, malign, or condemn the City or its predecessors,
successors, agents, representatives, employees, attorneys, officers, or
commissioners.
11. BPR represents that it has not transferred or assigned to any person or entity, any
claim involving the City,or any portion thereof,or interest therein,other than to its
attorneys,if any.
12. BPR represents and acknowledges that in executing this Release, it does not rely,
and has not relied, upon any representation(s) by the City, or agents of the City,
except as expressly contained in this Release.
13. This Release shall be governed by and construed in accordance with the laws of the
State of Texas, without regard to conflict of laws provisions. BPR hereby
irrevocably submits to,acknowledges,and recognizes the jurisdiction of the courts
located in Hams County,Texas,or if appropriate,a federal court located in Harris
County,Texas(which courts,for purpgses of this agreement,are the only courts of
competent jurisdiction), over any suit, action or other proceeding arising out of,
under or in connection with this Release or the subject matter hereof.
14. Should any of the provisions herein be determined to be invalid by a court of
competent jurisdiction,it is agreed that this shall not affect the enforceability of the
other provisions herein and the parties shall negotiate the provision or provisions
in good faith to effectuate its or their purpose and to conform it or them to the law.
15. No waiver of any term,provision or condition of this Release,whether by conduct
or otherwise,in any one or more instances,shall be deemed to be,or construed as,
a further or continuing waiver of any such term, provision or condition of this
Release.
16. The language of this Release shall,in all cases,be construed as a whole,according
to its fair meaning,and not strictly for,or against,any of the parties.
17. This Release may be executed in two or more duplicate counterparts,each of which
shall be deemed to be a duplicate original.
18. Indemnification and Release
3 BPR AGREES TO AND SHALL INDEMNIFY AND HOLD
HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS,
AND EMPLOYEES (HEREINAFTER REFERRED TO AS THE
!� "CITY") FROM AND AGAINST ANY AND ALL CLAIMS,LOSSES,
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DAMAGES, CAUSES OF ACTION, SUITS AND LIABILITY OF f
EVERY KIND, INCLUDING ALL EXPENSES OF LITIGATION,
COURT COSTS ARISING OUT OF OR IN CONNECTION WITH
THIS RELEASE AND/OR THE WORK. IN THE EVENT THAT ANY
! ACTION OR PROCEEDING IS BROUGHT AGAINST THE CITY
FROM WHICH THE CITY IS INDEMNIFIED, BPR FURTHER
AGREES AND COVENANTS TO DEFEND THE ACTION OR
PROCEEDING BY LEGAL COUNSEL ACCEPTABLE TO THE
CITY. THE INDEMNITY PROVIDED HEREINABOVE SHALL
SURVIVE THE TERMINATION AND/OR EXPIRATION OF THIS
AGREEMENT.
19. 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 Release 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.BPR hereby releases,relinquishes and
discharges the City, its officers, agents, and employees from all claims,
demands,and causes of action of every kind and character,including the cost
of defense thereof that is caused by or alleged to be caused by,arising out of,
or in connection with this Release or the Work. The release provided in this
paragraph shall apply regardless of whether said claims,demands,and causes
of action are covered in whole or in part by insurance.
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IN WITNESS WHEREOF, the parties hereto have executed this Release in multiple
copies,each of which shall be deemed to be an original,but all of which shall constitute but one
and the same Agreement on the_day of ,20_,the date of execution by the City
Manager of the City of Baytown.
CITY OF BAYTOWN
JASON E.REYNOLDS,City Manager
ATTEST:
ANGELA JACKSON,City Clerk
APPROVED AS TO FORM:
SCOTT LEMOND,City Attorney
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(Signatur
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(Printed Name)
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(Title)
STATE OF §
COUNTY OF §
Before me on this day pergonally appeared bAN t C[. d,,,, I a11UN, in his/her
capacity as 71-a tdK-fw ,on behalf of such 1X-)VL1f4 '4.140 ''�VI 44
❑ known to me;
❑v proved to me on the oath of_ '��n 1�,r cc f.iG>-f1 or
❑ proved to me through his/her 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)
(check one)
to be the person whose name is subscribed to the foregoing instrument and acknowledged to me
that he/she executed the same for the purposes and consideration therein expressed.
SUBSCRIBED AND SWORN before me this S' day of 14i i.tt .20
JW-
Notary Public in and for the State of it /i
CYNTHIA SCHROOER
Notary Public.State of Texas
+Tc Comm..Expires 03-16.2027
°' nu Notary ID 134257114
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