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Ordinance No. 16,272 (Item 5.b.) ORDINANCE NO. 16,272 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, RATIFYING A PROFESSIONAL SERVICES AGREEMENT WITH GREENBERG TRAURIG, L.LC. LITIGATION AND GENERAL LEGAL MATTERS AND AUTHORIZING FUNDING FOR THE CONTINUED ENGAGEMENT OF GREENBERG TRAURIG, L.L.P., FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2026 FOR ONGOING LITIGATION AND GENERAL LEGAL MATTERS IN AN AMOUNT NOT TO EXCEED ONE-HUNDRED, FIFTY-THOUSAND AND NO 100 DOLLARS ($150,000.00); MAKING OTHER PROVISIONS RELATED THERETO; 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 ratifies and authorizes a Professional Services Agreement with Greenberg,Traurig,L.L.C.,for litigation and general legal matters. A copy of said agreement is attached hereto as Exhibit "A" and incorporated herein for all intents and purposes. Section 2: That the City Council of the City of Baytown, Texas, hereby authorizes funding for the continued engagement of Greenberg Traurig,L.L.P.,for the Fiscal Year ending September 30,2026 for ongoing litigation and general legal matters in an amount not to exceed ONE-HUNDRED FIFTY THOUSAND AND NO 100 DOLLARS ($150,000.00). Section 3: That the City Manager is hereby granted general authority to approve a decrease or an increase in costs by FIFTY THOUSAND AND NO 100 DOLLARS ($50,000.00)or less Section 4: 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 ot4ofe y Cou cil of the City of Baytown this the 9"day of October, 2025. RLES JMayor ATTEST: , ;,�.Y'�J�f ,, ° ANGELA J, 014,, Q rk APPR VES SCOTT LEMOND, City Attorney VOrdinances and ResoluhonslOrdmance Drafts%2025-10-091Authorizing payment to Greenberg Taung.kh.docx Exhibit "A" AGREEMENT FOR CONSULTING SERVICES STATE OF TEXAS § COUNTY OF HARRIS § This Agreement (this "Agreement") is entered into by and between Greenberg Traurig, LLP (hereinafter "Attorney") and the City of Baytown, a home-rule municipality located in Harris and Chambers Counties, Texas (the "City"). 1. Scope of Services/Consultant Fees a. This Agreement authorizes Attorney to perform litigation and related legal services for the Office of the City Attorney (the "Work") for and on behalf of the City. b. This Agreement shall commence on the date of execution by the City Manager or his designee and (if not terminated in accordance with paragraph 10) shall terminate: ® upon completion of the Work in accordance with this Agreement, including Exhibits; O number of months/days (spelled out) (number of months/days [numerical]) months/days following execution by the City Manager or his designee,allowing for up to number of renewals (spelled out) annual renewals; 0 the earlier of (a) completion of the Work in accordance with this Agreement, including Exhibits; (b) number of months/days (spelled out) (number of months/days [numerical]) months/days following execution by the City Manager or his designee, allowing for up to number of renewals (spelled out) annual renewals. 2. Compensation and Professional Fees a. The City shall pay Attorney in installments based upon monthly progress reports and detailed invoices submitted by the Attorney based upon the following: i. Firm Shareholder, per hour...............................................................$650.00 ii. Associate, per hour...........................................................................$550.00 iii. Paralegal, per hour............................................................................$400.00 iv. Of Counsel........................................................................................$650.00 V. N/A................................................................................$0.00 vi. Total Not to Exceed .................................................................$250,000.00 b. Attorney shall not exceed the fixed contractual amount without written authorization in the form of a Contract amendment. Aereement for Consultine Services, Page 1 C. Reimbursable Expenses are itemized by work category. Reimbursable Expenses shall be invoiced AT COST,without subsequent markup by Attorney. All invoices containing a request for Reimbursable Expenses shall include copies of the original expense receipts itemized per allowable category. (1) Allowable reimbursable Expenses include: (a) Hard copy reproductions, copies, and/or binding costs; (b) Postage; (c) Mileage, for travel from Attorney's office to meetings at the City or jobsite only if Attorney does not have a local office within a fifty (50)mile radius of Baytown. Mileage shall be charged at the current IRS rates; (d) Travel Expenses, mileage from local office to state or federal regulatory agency office beyond 100 miles; and (e) Lodging expenses for destinations beyond 100 miles from Attorney's local office AND when business hours exceed eight hours within one business day OR when Attorney's services require more than one eight-hour day at the destination; provided such expenses has been approved in writing by the City. d. Disallowed Expenses If Attorney has an office in Hams or Chambers Counties, Texas, Disallowed Expenses shall include travel expenses for professionals traveling into Harris or Chambers Counties from Attorney's offices outside of Harris or Chambers Counties. e. Attorney shall invoice based upon total services actually completed during the applicable month. Invoices and all required or requested backup information shall be tendered no more often than once a month. Attorney shall not invoice the City for services or expenses that were incurred more than sixty (60) days before the date of the invoice. Failure to timely invoice the City for services or expenses shall result in Attorney's invoice being denied. f. In the event of a disputed or contested invoice, the City may withhold from payment that portion so disputed or contested, and the undisputed portion will be paid. 3. Personnel of Attorney a. Relationship Attorney Attorney shall designate Franklin D.R. Jones, Jr. to serve as Relationship Attorney for the Work performed under this Agreement. Any change of Relationship Attorney shall require thirty (30) days advance written approval from the City's Representative. b. Licensed and Registered Attorney Attorney shall keep full-time registered attorneys licensed in the State of Texas on staff and assigned to the Work for the duration of its performance of the Work. Aereement for Professional Services, Page 2 revised 8.5.2025 C. Data on Attorney's Employees Prior to commencement of the Work, Attorney shall forward to the City a detailed resume of the personnel that will be assigned to the Work. d. Rejection of Attorney's Employees The City reserves the right to approve or reject from the Work any employees of Attorney. 4. Designation and Duties of the City's Representative a. The City Attorney or his/her designee shall act as the City's Representative. b. The City's Representative shall use his best efforts to provide City records for Attorney's use. However, the City does not guarantee the accuracy or correctness of the documents so provided. Notwithstanding the foregoing, Attorney shall be entitled to use and rely upon information provided by the City in performing the services required under this Agreement only to the extent and level specified by the City in writing for each document provided. Nothing contained herein shall be construed to require the City to provide such records in any certain format. The format in which the existing data and documentation will be provided shall be at the sole discretion of the City. 5. Standards of Performance a. Attorney shall perform all services under this Agreement with the care and skill ordinarily used by members of the legal profession practicing under the same or similar circumstances, time and locality. Opinion of probable cost shall be based upon the Attorney's experience and represent its best judgment as an experienced and qualified professional. Each submittal of opinion of probable cost shall be commensurate with the project design. Attorney shall be responsible for the technical accuracy of its services and documents resulting therefrom,and the City shall not be responsible for discovering deficiencies therein. Attorney shall correct such deficiencies without additional compensation. b. Codes and Standards i. All references to codes, standards, environmental regulations and/or material specifications shall be to the latest revision, including all effective supplements or addenda thereto, as of the date that the requestor for Work is made by the City. ii. The Work shall be performed in accordance with the most current codes and/or standards adopted by city, state, or federal government or in general custom and usage by the profession and shall comply with State Bar of Texas, Texas Supreme Court, and/or Federal Court rules and regulations. Aereement for Professional Services, Page 3 revised 7 31.2025 Attorney agrees the services it provides as an experienced and qualified Attorney will reflect the professional standards, procedures and performances common in the industry for this project. Attorney further agrees that any analysis, reports, preparation of drawings, the designation or selection of materials and equipment, the selection and supervision of personnel and the performance of other services under this contract will be pursuant to the standard of performance common in the profession. iv. Attorney shall promptly correct any defective analysis caused by Attorney at no cost to City. The City's approval, acceptance, use of or payment for all or any part of Attorney's services hereunder or of the Work itself shall in no way alter Attorney's obligations or the City's rights under this Agreement. 6. Conflict As you know, with over 2800 lawyers, Attorney, at any given time, has literally tens of thousands of clients. We will never knowingly take on (or proceed with) a matter in which there is a legal or ethical conflict. Based on our initial computerized review of our files, I am not aware of any existing matter involving a conflict of interest between the City and other clients of Attorney that has not been disclosed. However, our firm represents a broad base of clients on a variety of legal matters. Accordingly, absent an effective conflicts waiver, conflicts of interest may arise that could adversely affect your ability and the ability of other clients of our firm to choose us as their counsel, thereby precluding us from representing you or them in pending or future matters. Given that possibility, we wish to be fair not only to you, but to our other clients as well. Accordingly, this letter will confirm our mutual agreement that Attorney may represent other present or future clients on matters other than those for which we had been or then are engaged on your behalf(referred to herein as "Subiect Matter"), whether or not on a basis adverse to you or any of your affiliates (so long as not materially adverse to the interests of you as the City or any of your affiliates unless Attorney has obtained City's prior written consent in the form detailed below), including litigation, legal or other proceedings or matters which shall specifically include administrative or regulatory work on behalf of other clients, so long as the matter is not substantially related to our work for you on the Subject Matter(referred to herein as "Permitted Adverse Representation"). In furtherance of this mutual agreement, you agree that you will not for yourself, or any other party assert any Permitted Adverse Representation as a basis for any claim of breach of duty. For purposes of clarification, Permitted Adverse Representation shall not include matters or disputes arising against you with respect to the Subject Matter or matters substantially related thereto. Moreover, without your further prior written consent, we cannot and will not represent another present or future client adverse to you if we have obtained confidential information of a nonpublic nature from you as a result of our representation that, if known to the other client, could be used in the other matter by the other client to your material disadvantage. Notwithstanding anything herein to the contrary, Attorney shall not represent any present or future party whose interests are materially adverse to those of City in litigation or other similar proceedings involving City without Aereement for Professional Services,Page 4 revised 7.31.2025 City's prior written consent. Any potential conflict waivers must be presented to and approved by the City's Representative. The waivers and agreements in this letter will continue in effect upon the termination of this engagement. Because of the proliferation of corporations owning or partially owning subsidiaries, and the problems this creates for lawyers in identifying potential conflicts of interest, we advise our corporate clients that as a general rule Attorney will not regard an affiliate or a corporate client (i.e., parent, subsidiary or other entity under common control) as a client of Attorney for any purpose unless a client-lawyer relationship has been established by an express written understanding with Attorney. Similarly, Attorney will not regard a representation that is adverse to an affiliate of a corporate client as adverse to the City. Accordingly, if there is a corporate family member of the City that you wish to regard as a client for conflict purposes, please let me know. Unless reflected in a separate agreement, Attorney's representation of the City does not include the representation of others, including individual officers, directors, partners, members, shareholders, or employees of the City. 7. Schedule Attorney shall not proceed with the Work or any stage thereof until written notice to proceed is provided by the City's Representative. 8. Insurance Attorney shall procure and maintain at its sole cost and expense for the duration of the Agreement, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work hereunder by Attorney, its agents, representatives, volunteers, employees or subconsultants. a. Attorney's insurance coverage shall be primary insurance with respect to the City, its officials, employees and agents. Any insurance or self-insurance maintained by the City, its officials, employees or agents shall be considered in excess of Attorney's insurance and shall not contribute to it. Further, Attorney shall include all subconsultants, agents and assigns as additional insureds under its policy or shall furnish separate certificates and endorsements for each such person or entity. All coverages for subconsultants and assigns shall be subject to all of the requirements stated herein. The following is a list of standard insurance policies along with their respective minimum coverage amounts required in this Agreement: i. Commercial General Liability ■ General Aggregate: $2,000,000 ■ Products & Completed Operations Aggregate: $2,000,000 ■ Personal & Advertising Injury: $1,000,000 ■ Per Occurrence: $1,000,000 ■ Fire Damage $500,000 ■ Waiver of Subrogation required ■ Coverage shall be broad form Aereement for Professional Services, Page 5 revised 7.31.2025 ■ No coverage shall be deleted from standard policy without notification of individual exclusions being attached for review and acceptance. ii. Business Automobile Policy ■ Combined Single Limits: $1,000,000 ■ Coverage for "Any Auto" ■ Waiver of Subrogation required. iii. Errors and Omissions ■ Limit: $1,000,000 for this project ■ Claims-made form is acceptable ■ Coverage will be in force for one (1) year after completion of the Project. ■ Waiver of Subrogation required. iv. Workers' Compensation ■ Statutory Limits ■ Employer's Liability$500,000 ■ Waiver of Subrogation required. b. The following shall be applicable to all policies of insurance required herein. i. Insurance carrier for all liability policies must have an A.M. Best Rating of A:VIII or better. ii. Only insurance carriers licensed and admitted to do business in the State of Texas will be accepted. iii. Liability policies must be on occurrence form. Errors and Omissions can be on claims-made form. iv. Each insurance policy shall be endorsed to state that coverage shall not be suspended, voided, canceled or reduced in coverage or in limits except after thirty (30) days prior written notice by mail, return receipt requested, has been given to the City. V. The City, its officers, agents and employees are to be added as Additional Insureds to all liability policies, with the exception of the Workers' Compensation and Errors and Omissions Policies required herein. vi. Upon request and without cost to the City, certified copies of all insurance policies and/or certificates of insurance shall be furnished to the City. vii. Upon request and without cost to the City, loss runs (claims listing) of any and/or all insurance coverages shall be furnished to the City. Aereement for Professional Services, Page 6 revised 7.31.2025 viii. All insurance required herein shall be secured and maintained in a company or companies satisfactory to the City, and shall be carried in the name of Attorney. Attorney shall provide copies of insurance policies and endorsements required hereunder to the City on or before the effective date of this Agreement. 9. Indemnification and Release ATTORNEY 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, DAMAGES, CAUSES OF ACTION, SUITS AND LIABILITY OF EVERY KIND, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, AND ATTORNEY'S FEES, FOR INJURY TO OR DEATH OF ANY PERSON, FOR DAMAGE TO ANY PROPERTY OR FOR ANY BREACH OF CONTRACT TO THE EXTENT ARISING OUT OF OR IN CONNECTION WITH AN ACT OF NEGLIGENCE, INTENTIONAL TORT, INTELLECTUAL PROPERTY INFRINGEMENT, OR FAILURE TO PAY A SUBCONTRACTOR OR SUPPLIER COMMITTED BY THE PROFESSIONAL OR THE ATTORNEY'S AGENT, ATTORNEY UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICH THE ATTORNEY EXERCISES CONTROL (COLLECTIVELY,ATTORNEY'S PARTIES). IT IS THE EXPRESS INTENTION OF THE PARTIES HERETO, BOTH ATTORNEY AND THE CITY, THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS INDEMNITY BY ATTORNEY TO INDEMNIFY AND PROTECT THE CITY FROM THE CONSEQUENCES OF ATTORNEY'S PARTIES' OWN WILLFUL MISCONDUCT,JOINT OR SOLE NEGLIGENCE AS WELL AS THE ATTORNEY'S PARTIES' INTENTIONAL TORTS, INTELLECTUAL PROPERTY INFRINGEMENTS, AND FAILURES TO MAKE PAYMENTS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. SUCH INDEMNITY SHALL NOT APPLY, HOWEVER, TO LIABILITY ARISING FROM THE PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE OF PERSONS THAT IS CAUSED BY OR RESULTS FROM THE NEGLIGENCE OF ANY PERSON OTHER THAN THE ATTORNEY'S PARTIES. IN THE EVENT THAT ANY ACTION OR PROCEEDING IS BROUGHT AGAINST THE CITY FROM WHICH THE CITY IS INDEMNIFIED, ATTORNEY FURTHER AGREES AND COVENANTS TO DEFEND THE ACTION OR PROCEEDING Agreement for Professional Services,Page 7 revised 7.31.2025 BY LEGAL COUNSEL ACCEPTABLE TO THE CITY. THE INDEMNITY PROVIDED HEREINABOVE SHALL SURVIVE THE TERMINATION AND/OR EXPIRATION OF THIS AGREEMENT. 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 Contract 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. Attorney assumes full responsibility for its services performed hereunder and 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,for any injury to or death of any person(whether they be either of the parties hereto, their employees, or other third parties) and any loss of or damage to property (whether the property be that of either of the parties hereto, their employees, or other third parties) that is caused by or alleged to be caused by, arising out of, or in connection with Attorney's services to be performed hereunder. This release shall apply with respect to Attorney's services regardless of whether said claims, demands, and causes of action are covered in whole or in part by insurance. 10. Subcontractors and Subconsultants Attorney shall receive written approval of the City's Representative prior to the use of any subcontractors or subconsultants. A copy of all proposed contracts with subconsultants and/or subcontractors shall be given to the City before execution of such contracts. 11. Termination of Attorney The City, besides all other rights or remedies it may have, shall have the right to terminate this Agreement without cause upon written notice from the City Manager or his designee to Attorney of the City's election to do so. Furthermore,the City may immediately and without notice terminate this Agreement if Attorney breaches this Agreement. A breach of this Agreement shall include, but not be limited to, the following: (a) failing to pay insurance premiums, liens, claims or other charges; (b) failing to pay any payments due the city,state,or federal government from Attorney or its principals, including,but not limited to, any taxes, fees, assessments, liens, or any payments identified in this Agreement; (c) the institution of voluntary or involuntary bankruptcy proceeding against Attorney; (d) the dissolution of Attorney; (e) the disbarment of any Attorney performing Work for the City. (f) refusing or failing to prosecute the Work or any separable part with the diligence ordinarily used by members of the legal profession practicing under the same or similar circumstances, time and locality and/or in a way that will ensure its completion in a timely manner; (g) the violation of any provision of this Agreement. Upon delivery of any notice of termination required herein, Attorney shall discontinue all services in connection with the performance of the Agreement. Within ten (10) days after receipt of the Agreement for Professional Services, Page 8 revised 7.31.2025 notice of termination, Attorney shall submit a final statement showing in detail the services satisfactorily performed and accepted and all other appropriate documentation required herein for payment of services. At the same time that the final statement is tendered to the City, Attorney shall also tender to the City's Representative all of Attorney's instruments of service, including all drawings, special provisions, field survey notes, reports, estimates, and any and all other documents or work product generated by Attorney under this Agreement, whether complete or not, in an acceptable form and format together with all unused materials supplied by the City. No final payment will be made until all such instruments of service and materials supplied are so tendered. If this Agreement is terminated for cause, Attorney shall be liable for any damage to the City resulting therefrom. This liability includes any increased costs incurred by the City in completing Attorney's services. The rights and remedies of the City in this section are in addition to any other rights and remedies provided by law or under this Agreement. 12. Records Within ten (10) days of the City's request and at no cost to the City, the City will be entitled to review and receive a copy of all documents that indicate work on the Project that is subject to this Agreement. 13. Supervision of Attorney Attorney is an independent contractor, and the City neither reserves nor possesses any right to control the details of the Work performed by Attorney under the terms of this Agreement. 14. Billing The City shall have thirty (30) days to pay Attorney's invoices from the date of receipt of such invoices and necessary backup information. All invoices must identify with specificity the work or services performed and the date(s) of such work or services. In the event of a disputed or contested invoice, the parties understand and agree that the City may withhold the portion so contested, but the undisputed portion will be paid. Attorney shall invoice the City for work performed no more than once a month and may not invoice the City for work not performed. Invoices shall be received by the City no later than sixty(60) calendar days from the date Attorney and/or its subconsultants perform the services or incur the expense. Failure by Attorney to comply with this requirement shall result in Attorney's invoice being denied and the City being relieved from any liability for payment of the late invoice. The City shall pay Attorney the maximum rate permitted by Chapter 2251 of the Texas Government Code on any past due payment not received within thirty(30) days after the payment due date. In accordance with § 2251.043, in a formal administrative or judicial action to collect an invoice payment or interest due under this chapter, the opposing party, which may be the City or Attorney, shall pay the reasonable attorney fees of the prevailing party. 15. Indebtedness If Attorney, at any time during the term of this Agreement, incurs a debt, as the word is defined in section 2-662 of the Code of Ordinances of the City of Baytown, it shall immediately notify the City's Director of Finance in writing. If the City's Director of Finance becomes aware that Attorney has incurred a debt, the City's Director of Finance shall immediately notify Attorney in Agreement for Professional Services, Page 9 revised 7.31.2025 writing. If Attorney does not pay the debt within thirty (30) days of either such notification, the City's Director of Finance may deduct funds in an amount equal to the debt from any payments owed to Attorney under this Agreement, and Attorney waives any recourse therefor. 16. Verifications If Attorney has ten(10) or more full-time employees and Attorney's total compensation under this Agreement has a value of One-Hundred Thousand Dollars($100,000.00)or more,Attorney makes the following verifications in accordance with Chapters 2271 and 2274 of the Texas Government Code: a. the Attorney does not boycott Israel and will not boycott Israel during the term of the contract to be entered into with the City of Baytown; b. the Attorney does not boycott energy companies and will not boycott energy companies during the term of the contract to be entered into with the City of Baytown; and C. the Attorney does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association and will not discriminate during the term of the contract against a firearm entity or firearm trade association. 17. Governing Law This Agreement has been made under and shall be governed by the laws of the State of Texas. The parties further agree that performance and all matters related thereto shall be in Harris County, Texas. 18. Notices Unless otherwise provided in this Agreement, any notice provided for or permitted to be given must be in writing and delivered in person or by depositing same in the United States mail,postpaid and registered or certified, and addressed to the party to be notified, with return receipt requested, or by delivering the same to an officer of such party. Notice deposited in the mail as described above shall be conclusively deemed to be effective, unless otherwise stated in this Agreement, from and after the expiration of three(3) days after it is so deposited. For the purpose of notice, the addresses of the parties shall be as follows unless properly changed as provided for herein below: For the City: CITY OF BAYTOWN Attn: City Manager P. O. Box 424 Baytown, Texas 77522-0424 For Attorney: Greenberg Traurig, LLP Attn: Franklin D.R. Jones, Jr. 1000 Louisiana, Suite 6700 Houston, Texas 77002 Aereement for Professional Services, Page 10 revised 7.31.2025 Each party shall have the right from time to time at any time to change its respective address and each shall have the right to specify a new address, provided that at least fifteen (15) days written notice is given of such new address to the other party. 22. No Third-Party Beneficiary This Agreement shall not bestow any rights upon any third party,but rather, shall bind and benefit Attorney and the City only. No person or entity not a signatory to this Agreement shall be entitled to rely on Professional's performance of its services hereunder, and no right to assert a claim against Professional by assignment of indemnity rights or otherwise shall accrue to a third party as a result of this Agreement or the performance of Attorney's services hereunder. 23. No Right to Arbitration Notwithstanding anything to the contrary contained in this Agreement, the City and Attorney hereby agree that no claim or dispute between the City and Attorney 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. Sections 1-14), or any applicable State arbitration statute, 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, Attorney consents to be joined in the arbitration proceeding if Attorney's presence is required or requested by the City of complete relief to be recorded in the arbitration proceeding. 24. Waiver No waiver by either party to this Agreement of any term or condition of this Agreement shall be deemed or construed to be a waiver of any other term or condition or subsequent waiver of the same term or condition. 25. Complete Agreement This Agreement represents the entire and integrated agreement between the City and Attorney in regard to the subject matter hereof and supersedes all prior negotiations, representations or agreements, either whether written or oral, on the subject matter hereof. This Agreement may only be amended by written instrument approved and executed by both of the parties. The City and Attorney accept and agree to these terms. 26. No Assignment Attorney may not sell or assign all or part interest in this Agreement to another party or parties without the prior express written approval of the City Manager or his designee of such sale or assignment. The City may require any records or financial statements necessary in its opinion to ensure such sale or assignment will be in the best interest of the City. 27. Headings The headings used in this Agreement are for general reference only and do not have special significance. 28. Severability 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. Aereement for Professional Services,Page 11 revised 7.31.2025 29. Ambiguities In the event of any ambiguity in any of the terns of this Agreement, it shall not be construed for or against any party hereto on the basis that such party did or did not author the same. 30. Authority The officers executing this Agreement on behalf of the parties hereby represent 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 Agreement 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 the4j�fkiay of July, 2025, the date of execution by the City Manager or his designee of the City of Baytown. CITY OF BAYTOWN r Z11,117A JAS,ON REYNO it Manager AT F T: C ANGEL. \C "SON. City Cterk I APPROVED AS TO FORM: SCOTT NEVy I GNU. Cih Attorney ATTORNEY: C.iRL:F\BLRG I'R \URIG. LLP FRANKLIN D.R. JONES. JR., Shareholder Agreement for Professional Service. Palle 12 reeked 7 31.2025 29. Ambiguities In the event of any ambiguity in any of the terms of this Agreement, it shall not be construed for or against any party hereto on the basis that such party did or did not a:,:hor the same. 30. Authority The officers executing this Agreement on behalf of the parties hereby represent 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 Agreement 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 July, 2025, the date of execution by the City Manager or his designee of the City of Baytown. CITY OF BAYTOVvrN ATTEST: JASON REYNOLDS, City Manager ANGELA JACKSON, City Clerk APPROVED AS TO FORM: SCOTT L.EMOND, City Attorney ATTORNEY: GREENBERG TRACRIG. LLP ,GGlsy 1 l I � KI IN D.R)OV-S . R-, Shareholder �� _ .--nt for Pr i Page 12 revised 8 7 2025 STATE OF TEXAS § COUNTY OF HARRIS § Before me on this day personally appeared Franklin D.R. Jones, in his/her capacity as Shareholder, on behalf of such Greenberg Traurig, LLP, [� known to me; ❑ proved to me on the oath of : 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 JA day of�f- , 20a." ����►v� SANDRA LEE GUNDERSON Notary ID 01937168 — otary Public in and for tl�State of Texas My Commission Expires December 20,2029 Aereement for Professional Services,Page 13 revised 8.7.2025 C:\Users\jonesflAppData\Roaming\iManage\Work\Rccent\999942.0099831Greenberg Traurig-Professional Services Agreement(699800016.3).doae Agreement for Professional Services,Page 14 revised 8.7.2025