Ordinance No. 16,299 (Item 7.b.) ORDINANCE NO. 16,299
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 WITH DEL SOL SOLUTIONS RELATED TO CLAIMS FOR PAYMENT
OF JANITORIAL SERVICES; AUTHORIZING PAYMENT BY THE CITY OF
BAYTOWN IN THE AMOUNT NOT TO EXCEED SEVENTY-SIX THOUSAND,
FORTY-SIX AND 72. 100 DOLLARS ($76,046.72); 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 a
Compromise Settlement Agreement and Release ("Release") with Del Sol Solutions related to claims for
payment for janitorial services. A copy of the Release 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 Del Sol
Solutions in an amount not to exceed SEVENTY-SIX THOUSAND, FORTY-SIX AND 72100
DOLLARS ($76,046.72) 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 v to of the City Council of the City of
Baytown this the 13"'day of November, 2025.
C ARLES JOE EON, . ayor
A EST;
�• i o dx
•�'z
ANGEL -'1G C ON, City Cleric
APPROVED A 3 T FORM:
SCO"1T LEM ND,City Attorney
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R.Ordinances and Resolutions Ordinance Drafts 2025-11-13 Ord-Stl Agt-Del Sol-SL.docx
EXHIBIT "A"
COMPROMISE SETTLEMENT AGREEMENT AND RELEASE
THIS COMPROMISE SETTLEMENT AGREEMENT AND RELEASE("Release") is
made and entered into by and between DEL SOL SOLUTIONS ("Del Sol") 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 DEL SOL the amount of SEVENTY-SIX
THOUSAND, FORTY-SIX AND 72/100 DOLLARS ($76,046.72)(the "Funds"),
representing all claims asserted or that could have been asserted by DEL SOL
against the City arising out of or related to the unpaid invoices (the `•`Project"),
including but not limited to the following invoices:
• Invoice No. 2463 for$19,011.68;
• Invoice No. 2496 for$19,011.68;
• Invoice No. 2534 for$19,011.68; and
• Invoice No. 2577 for$19,011.68.
2. DEL SOL 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 DEL SOL, and all claims, known or unknown, arising out of or
related to the Project.
3. DEL SOL 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 to ongoing disputes and litigation.
4. DEL SOL DOES HEREBY FOR ITSELF, ITS LEGAL
REPRESENTATIVES, AGENTS, SUCCESSORS IN INTEREST AND
ASSIGNS (HEREINAFTER "DEL SOL RELEASORS"), IRREVOCABLY
AND UNCONDITIONALLY RELEASE AND DISCHARGE THE PITY
AND ITS PREDECESSORS, SUCCESSORS, ASSIGNS, OFFICERS,
AFFTLIATES, 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
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CONTINGENT, THAT THE DEL SOL 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 THE PROJECT AND ANY ACT OR
OMISSION OCCURRING ON OR PRIOR TO THE DATE DEL SOL
SIGNS THIS RELEASE
5. Should any local, state,or federal agency or taxing authority deem the Funds to be
taxable, DEL SOL acknowledges and agrees that DEL SOL 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 parties 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 Information and/or Open Meetings Acts.
10. DEL SOL agrees not to disparage, malign, or condemn the City or its
predecessors, successors, agents, representatives, employees, attorneys, officers,
or commissioners.
11. DEL SOL 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
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to its attorneys, if any.
12. DEL SOL 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. DEL SOL
hereby irrevocably submits to, acknowledges, and recognizes the jurisdiction of
the courts located in Harris County, Texas, or if appropriate, a federal court
located in Harris County, Texas (which courts, for purposes 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
DEL SOL AGREES TO AND SHALL INDEMNIFY AND HOLD
HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS,
AND EMPLOYEES (HEREINAFTER REFERRED TO AS THE
"CITY") FRQM AND AGAINST ANY AND ALL CLAIM, LOSSES,
DAMAGES, CAUSES OF ACTION, SUITS AND LIABILITY OF
EVERY HIND, 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
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CITY FROM WHICH THE CITY IS INDEMNIFIED, DEL SOL
FURTHER AGREES AND COVENANTS TO DEFEND THE
ACTION OR PROCEEDING BY LEGAL COUNSEL ACCEPTABLE
TO THE CITY. THE INDEMNITY PROVIDED HEREINABOVE
SHALL SURVIVE THE TERNIINATION 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. DEL SOL 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.
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 ,2025,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 Cleric
APPROVED AS TO FORM:
I
SCOTT LEMOND, City Attorney
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DEL SOL SOLUTIONS
(Signature) - - —
Eric Hare
(Printed Name)
CFO
(Title) '
STATE OF TCxQS §
COUNTY OF
Before me on this day personally appeared Eric Rare in his/her
capacity as Crr ,on behalf of such qe%l Q r ewe ,
❑ known to me;
proved to me on the oath of ;or
proved to me through his/her current Tr.1V LJ men s G
(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 be/she'executed the same for the purposes and consideration therein expressed.
SUBSCRIBED AND SWORN before me this 2 day of QCtOIc-r ,2025.
Notary Public i and for the State of Tfk6j�—
KIELY PAMUCE WO LVlLD
Notary ID 0135311767
My Commtssion Expiry
Septernber 9,2029
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