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HomeMy WebLinkAboutOrdinance No. 16, 465 (Item 7.i.) ORDINANCE NO. 16,465 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING A LEGAL SERVICES RETENTION AGREEMENT WITH BAKER BOTTS L.LC. FOR LITIGATION AND GENERAL LEGAL MATTERS AND AUTHORIZING FUNDING FOR THE ENGAGEMENT OF BAKER BOTTS, L.L.P.,IN AN AMOUNT NOT TO EXCEED SIXTY-FIVE THOUSAND AND NO/100 DOLLARS ($65,000.00); 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 Legal Services Retention Agreement with Baker Botts,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 engagement of Baker Botts, L.L.P., for litigation and general legal matters in an amount not to exceed SIXTY-FIVE THOUSAND AND NO/100 DOLLARS ($65,000.00). 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 vote of the City Council of the City of Baytown this the 14t1i day of May, 2026. RLES JOHN , Mayor TEST: ' A 666 O AgGELA SON, City Cterb APPROVED AS TO ORM: SCOTT LE ND, City Attorney RAOrdinances and Resolutions Ordinance Drafts 2026-05-14\Authorizing retention of Baker Botts.mhs.docx EXHIBIT "A" AGREEMENT FOR CONSULTING SERVICES STATE OF TEXAS § COUNTY OF HARRIS § This Agreement(this "Agreement")is entered into by and between Baker Botts L.L.P. (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; ❑ 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; ❑ 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 SIXTY-FOUR THOUSAND DOLLARS ($64,000.00) in installments based upon monthly progress reports and detailed invoices submitted by the Attorney. b. 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. Allowable reimbursable Expenses include: i. Hard copy reproductions, copies, and/or binding costs; ii. Postage; Agreement for Consultins Services,Page 1 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. 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. Agreement for Professional Services.Page 3 revised 5.18.2026 ■ 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. 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. 8. Indemnification and Release ATTORNEY AGREES TO AND SHALL INDEMNIFY AND HOLD HARMLESS AND DEFEND THE CITY, ITS Asreement for Professional Services.Page 5 revised 5.18.2026 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. Notwithstanding anything else in this paragraph, the contractual indemnity rights in this paragraph shall not be construed in any way that would eliminate or reduce the law firm's insurance coverages; however, nothing in this paragraph shall be construed to limit or eliminate the law firm's liability in tort or other common law theory or for statutory or regulatory violations. 9. 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. 10. 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. Agreement for Professional Services,Page 7 revised 5.18.2026 14. 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 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. 15. 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. 16. 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. 17. 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: Aereement for Professional Services,Page 9 revised 5.18.2026 24. 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. 25. 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 author the same. 26. 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 , 2026, the date of execution by the City Manager or his designee of the City of Baytown. CITY OF BAYTOWN JASON REYNOLDS, City Manager ATTEST: ANGELA JACKSON, City Clerk APPROVED AS TO FORM: SCOTT LEMOND, City Attorney Aereement for Professional Services.Page 11 revised 5.18.2026 R.`Scott Contracts Baker Botts L L.P-Professional Services Agreement-Final docx Aereement for Professional Services,Page 13 revised 5.18.2026