Ordinance No. 14,991 ORDINANCE NO. 14,991
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS,
AUTHORIZING A LEGISLATIVE ADVOCACY SERVICES AGREEMENT WITH
SCHLUETER GROUP OF TEXAS LLC, FOR LEGISLATIVE AND LOBBYING
SERVICES; AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN IN AN
AMOUNT NOT TO EXCEED SIXTY-SIX THOUSAND AND NO/100 DOLLARS
($66,000.00); 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 authorizes and directs
the City Manager to execute a Legislative Advocacy Services Agreement with Schlueter Group of Texas
LLC, for legislative and lobbying services at the state level to assist the City in developing and promoting
a legislative agenda. 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 authorizes payment to Schlueter
Group of Texas LLC, in an amount not to exceed SIXTY-SIX THOUSAND AND NO1100 DOLLARS
($66,000.00) for legislative advocacy services in accordance with the agreement authorized in Section 1
hereinabove.
Section 3: That the City Manager is hereby granted general authority to approve a decrease
or an increase in costs by FIFTY THOUSAND AND NO1100 DOLLARS ($50,000.00) or less, provided
that the amount authorized in Section 2 hereof may not be increased or decreased by more than twenty-five
percent (25%).
Section 4: This ordinance shall take effect in-imediately 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 9"`day of December, 2021.
A DON CAPE ILLO, ayor
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ANGEL JACKS fty°Clerl�e°
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APPROVED AS TO FO
L. HORNER, i y Attorney
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Exhibit "A"
LEGISLATIVE ADVOCACY SERVICES AGREEMENT
STATE OF TEXAS §
COUNTY OF HARRIS §
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This Legislative Advocacy Services Agreement(the"Agreement")is entered into on this the
day of December,2021, (hereinafter the 'Effective Date")by and between the City of Baytown,Texas,a
municipal corporation located in Harris and Chambers Counties,Texas (the "City")and Schlueter Group
of Texas LLC,a Texas limited liability company(hereinafter referred to as the"Consultant")for legislative
advocacy services.
1. Consultant. The Consultant will perform as an independent contractor all services under this
Agreement to the prevailing professional standards consistent with the level of care and skill
ordinarily exercised by members of its profession currently practicing in the same locality under
similar conditions including reasonable,informed judgment and prompt,timely action.
2. Scope of Services. The Consultant agrees to provide legislative and lobbying services at the state
level to assist the City in developing and promoting a legislative agenda and securing funding for
City projects.This agenda will include areas of general municipal government,including,but not
limited to, economic development, telecommunications, sanitation, waste disposal, parks and
recreational services,streets and transportation,sanitary sewer,storm water, infrastructure,police
and fire services, homeland security,grants, as well as legislative matters that restrict the powers
of local government, such as eminent domain and annexation. The scope of work is detailed in
Exhibit"A,"which is attached hereto and incorporated herein for all intents and purposes.
3. Compensation. The City agrees to pay the Consultant for services performed and expenses incurred
under this Agreement an amount not to exceed SIXTY-SIX THOUSAND AND N0/100
DOLLARS($66,000.00). Compensation will be determined on a lump sum basis and shall be paid
in equal monthly payments of FIVE THOUSAND FIVE HUNDRED AND N0/100 DOLLARS
($5,500.00)within thirty days after receipt of service for the applicable advocacy services period
or receipt of services,whichever is later.
4. Term. This Agreement shall begin on January 1, 2022 and shall expire on December 31, 2023,
unless terminated earlier in accordance with its terms or renewed in writing under the same terms
and conditions. It is expressly understood and agreed that should funds not be appropriated for this
Agreement by the City Council in any future fiscal year,the City shall have the right to terminate
this Agreement without penalty.
5. Ownership of Documents. Any materials and documents prepared or assembled by the Consultant
under this Agreement shall become the sole property of the City and shall be delivered to the City,
without restriction on future use, prior to the expiration of this agreement or within five days of
termination of the same.
6. Right to Inspect Records. The Consultant agrees that the City,at no cost,shall have access to and
the right to examine any directly pertinent books,documents,papers and records of the Consultant
involving transactions relating to this Agreement. Within fifteen(15) days of a request therefor,
the Consultant shall make such books,documents papers,and records available
7. Insurance. Consultant 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 Consultant,its agents,
representatives,volunteers,employees or subconsultants.
Legislative Advocacy Services Agreement,Page 1
�nS
a. Consultant'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 Consultant's insurance
and shall not contribute to it. Further,Consultant 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:
1. Commercial General Liability
■ General Aggregate: $2,000,000
■ Products&Completed Operations Aggregate: $1,000,000
■ Personal&Advertising Injury:$500,000
■ Per Occurrence: $1,000,000
■ Waiver of Subrogation required
■ Coverage shall be broad form
■ No coverage shall be deleted from standard policy without notification of
individual exclusions being attached for review and acceptance.
2. Business Automobile Policy
■ Combined Single Limits: $1,000,000
■ Coverage for"Any Auto"
■ Waiver of Subrogation required.
3. Workers'Compensation
■ Statutory Limits
■ Employer's Liability$500,000
■ Waiver of Subrogation required.
4. Professional Liability,if applicable
■ Limit: $1,000,000
■ Claims-made form is acceptable
■ Coverage will be in force for two(2)years after construction of
the project is completed.
b. The following shall be applicable to all policies of insurance required herein:
1. Insurance carrier for all liability policies must have an A.M.Best Rating of A:VHl
or better.
2. Only insurance carriers licensed and admitted to do business in the State of Texas
will be accepted.
3. Liability policies must be on occurrence form. Errors and Omissions/Professional
Liability can be on claims-made form.
4. 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.
Legislative Advocacy Services Agreement,Page 2
ro
5. 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.
5. 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.
7. 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.
8. 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 Consultant.
Consultant 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.
THE RESPONDENT 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, ARISING OUT OF OR IN CONNECTION
WITH THE SERVICES PERFORMED BY THE CONSULTANT
CAUSED, IN WHOLE OR IN PART, BY THE CONCURRENT
NEGLIGENCE OF THE CITY AND THE CONSULTANT AND/OR
CAUSED BY THE SOLE OR JOINT NEGLIGENCE OF THE
CONSULTANT. IT IS THE EXPRESS INTENTION OF THE PARTIES
HERETO, BOTH THE CONSULTANT AND THE CITY, THAT THE
INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS INDEMNITY
BY THE CONSULTANT TO INDEMNIFY AND PROTECT THE CITY
FROM THE CONSEQUENCES OF THE CITY'S OWN NEGLIGENCE,
WHERE THAT NEGLIGENCE IS A CONCURRING CAUSE WITH
THAT OF THE CONSULTANT OF THE INJURY,DEATH OR DAMAGE
AND FROM THE CONSEQUENCES OF THE RESPONDENT'S OWN
NEGLIGENCE, WHERE THAT NEGLIGENCE IS THE SOLE OR
CONCURRING CAUSE OF THE INJURY, DEATH, OR DAMAGE.
SUCH INDEMNITY SHALL NOT APPLY,HOWEVER, TO LIABILITY
ARISING FROM THE INJURY, DEATH, OR DAMAGE OF PERSONS
THAT IS CAUSED BY OR RESULTS FROM (I) THE SOLE
NEGLIGENCE OF THE CITY OR (II) THE CONCURRENT
NEGLIGENCE OF THE CITY IF THE RESPONDENT IS NOT JOINTLY
NEGLIGENT.IN THE EVENT THAT ANY ACTION OR PROCEEDING
IS BROUGHT AGAINST THE CITY FROM WHICH THE CITY IS
Legislative Advocacy Services Agreement,Page 3
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INDEMNIFIED, THE RESPONDENT 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 ANY EXECUTED 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.Consultant
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 Consultant's
services to be performed hereunder. This release shall apply with respect to Consultant's
services regardless of whether said claims, demands, and causes of action are covered in
whole or in part by insurance.
9. Independent Contractor. The Consultant's status will be that of an independent contractor and not
an agent,servant,employee or representative of the City in the performance of this Agreement. No
term or provision or act of the Consultant or the City under this Agreement will be construed as
changing that status. The Consultant will have exclusive control of and the exclusive right to
control the details of the work performed hereunder,and shall be liable for the acts and omissions
of itself and any of its agents. The doctrine of respondeat superior shall not apply between the City
and the Consultant or anyone employed by it; and nothing herein shall be construed as creating a
partnership or joint enterprise between the City and the Consultant.
10. Termination by City. The City,besides all other rights or remedies it may have,shall have the right
to terminate this Agreement with or without cause upon ten(10)days'written notice from the City
Manager to the Consultant of the City's election to do so. Furthermore,the City may immediately
and without notice terminate this Agreement for cause if the Consultant
(i) fails to commence the services required herein in accordance with the provisions of this
Agreement;
(ii) fails to diligently provide services in an efficient,timely and careful manner and in strict
accordance with the provisions of this Agreement;or
(iii) fails to perform any of its obligations under this Agreement.
Upon delivery of any notice of termination required herein,Consultant shall discontinue all services
in connection with the performance of the Agreement. Within ten(10) days after receipt of the
notice of termination, Consultant 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,Consultant
shall also tender to the City's Director of Public Affairs all of Consultant's instruments of service
and all other documents or work product generated by Consultant under this Agreement,whether
complete or not,in an acceptable form and format to the City. No final payment will be made until
all such items are provided to the City.
If this Agreement is terminated for cause, Consultant shall be liable for any damage to the City
resulting therefrom. This liability includes any increased costs incurred by the City in completing
Legislative Advocacy Services Agreement,Page 4
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Consultant'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.
11. Confidential Information. The Consultant hereby acknowledges and agrees that it may have access
to or otherwise receive information during the furtherance of its obligations in accordance with this
Agreement,which is of a confidential,non-public or proprietary nature. The Consultant shall treat
any such information received in full confidence and will not disclose or appropriate for its own
use or for the use of any third party, at any time during or subsequent to this Agreement, such
confidential information. As used herein, "confidential information" means all oral and written
information concerning the City of Baytown,its departments,officers and employees and all oral
and written information concerning the City or its activities,which is of a non-public,proprietary
or confidential nature.
12. Successors and Assigns. The City and the Consultant bind themselves along with their respective
successors, executors, administrators and assigns to the other party of this Agreement and to the
successors,executors,administrators and assigns of such other party in respect to all covenants of
this Agreement. Neither the City nor the Consultant shall assign or transfer its interest herein
without the prior written consent of the other.
13. Apulicable Law. This Agreement is entered into subject to the Charter and Ordinances of the City
as they may be amended from time to time,and is subject to and is to be construed,governed and
enforced under all applicable State of Texas and federal laws. The Consultant will make any and
all reports required per federal,state or local law,including,but not limited to,proper reporting to
the Internal Revenue Service as required in accordance with the Consultant's income.
14. Severability. If any of the terms, provisions, covenants, conditions or any other part of this
Agreement are held for any reason to be invalid,void or unenforceable,the remainder of the terms,
provisions,covenants,conditions or any other part of this Agreement shall remain in full force and
effect and shall in no way be affected,impaired or invalidated.
15. Remedies. No right or remedy granted herein or reserved to the parties is exclusive of any other
right or remedy herein by law or equity provided or permitted, but each shall be cumulative of
every other right or remedy given hereunder. No covenant or condition of this Agreement may be
waived without written consent of the parties. Forbearance or indulgence by either party shall not
constitute a waiver of any covenant or condition to be performed pursuant to this Agreement.
16. Entire Agreement. This Agreement embodies the complete agreement of the parties hereto,
superseding all oral or written previous and contemporaneous agreements between the parties
relating to the matters herein,and except as otherwise provided herein,cannot be modified without
written agreement of the parties.
17. Non-waiver. It is further agreed that one or more instances of forbearance by the City in the
exercise of its rights herein shall in no way constitute a waiver thereof.
18. Headings. The headings of this Agreement are for the convenience of reference only and shall not
affect in any manner any of the terms and conditions hereof.
19. Venue. The parties to this Agreement agree and covenant that this Agreement will be enforceable
in Baytown,Harris County,Texas;and that if legal action is necessary to enforce this Agreement,
exclusive venue will lie in Baytown,Harris County,Texas.
20. Ambi ug ities. 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.
Legislative Advocacy Services Agreement,Page 5
21. Notice. All notices required to be given hereunder shall be given in writing either by telecopier,
overnight,or facsimile transmission,certified or registered mail at the respective addresses of the
parties set forth herein or at such other address as may be designated in writing by either party.
Notices given by mail shall be deemed given three(3)days after the date of mailing thereof to the
following addresses:
CONSULTANT
Schlueter Group of Texas LLC
Attn: 1122 Colorado Street,Suite 200
Austin,TX 78701
CITY
City of Baytown
Attn: City Manager
P.O.Box 424
Baytown,TX 77522
If Consultant,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 the
Consultant has incurred a debt, the City's Director of Finance shall immediately notify the
Consultant in writing. If the Consultant does not pay the debt within 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 the Consultant under this Agreement, and the Consultant waives any
recourse therefor.
22. Verification. Consultant agrees that it(i)does not boycott Israel and will not boycott Israel during
the term of this Agreement; (ii) does not boycott energy companies and will not boycott energy
companies during the term of this Agreement; and(iii)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.
For purposes of this section,the following definitions apply:
1. "Boycott Israel" means refusing to deal with, terminating business activities with, or
otherwise taking any action that is intended to penalize,inflict economic harm on,or limit
commercial relations specifically with Israel,or with a person or entity doing business in
Israel or in an Israeli-controlled territory,but does not include an action made for ordinary
business purposes.
2. "Boycott energy company"means,without an ordinary business purpose,refusing to deal
with,terminating business activities with, or otherwise taking any action that is intended
to penalize, inflict economic harm on, or limit commercial relations with a company
because the company:
a. engages in the exploration, production, utilization, transportation, sale, or
manufacturing of fossil fuel-based energy and does not commit or pledge to meet
environmental standards beyond applicable federal and state law;or
b. does business with a company described by Paragraph(a).
3. "Discriminate against a firearm entity or firearm trade association"means,with respect to
the entity or association,to:
a. refuse to engage in the trade of any goods or services with the entity or association
based solely on its status as a firearm entity or firearm trade association;
b. refrain from continuing an existing business relationship with the entity or
association based solely on its status as a firearm entity or firearm trade
association;or
c. terminate an existing business relationship with the entity or association based
Legislative Advocacy Services Agreement,Page 6
boy
solely on its status as a firearm entity or firearm trade association;
but does not include:
a. the established policies of a merchant, retail seller, or platform that restrict or
prohibit the listing or selling of ammunition,firearms,or firearm accessories;and
b. a company's refusal to engage in the trade of any goods or services, decision to
refrain from continuing an existing business relationship,or decision to terminate
an existing business relationship:
(1) to comply with federal, state, or local law, policy, or regulations or a
directive by a regulatory agency;or
(2) for any traditional business reason that is specific to the customer or
potential customer and not based solely on an entity's or association's
status as a firearm entity or firearm trade association.
23. No Third-Party Beneficiaries. This Agreement shall not bestow any rights upon any third party,
but rather,shall bind and benefit the Consultant and the City only.
24. No Right to Arbitration. Notwithstanding anything to the contrary contained in this Agreement,
the City and Consultant hereby agree that no claim or dispute between the City and Consultant
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, Consultant consents to be joined in the arbitration proceeding if
Consultant's presence is required or requested by the City for complete relief to be recorded in the
arbitration proceeding.
25. Time of the Essence. Both the Consultant and the City acknowledge that time is of the essence in
this Agreement.
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 December,2021,the date of execution by the City Manager of the City of
Baytown.
CITY OF BAYTOWN
RICHARD L.DAVIS,City Manager
ATTEST:
ANGELA JACKSON,City Clerk
APPROVED AS TO FORM:
KAREN L.HORNER,City Attorney
Legislative Advocacy Services Agreement,Page 7
6AS
SCHLUETER GROU�F T S LLC
(Si {rztturej l
(Printed Name)
(Title) T
STATE OF §
§
COUNTY §
Befo me on this day pq�sonally appeared 0� DeCe t �✓' �Z in his/her
capacity as V Y 1 V1 U OCLk of Schlueter Group of Texas LLC on behalf of such
limited liability company,
❑ known to me;
❑ proved to me on the oath of ;or
Q/ proved to me through his/her current J)L- D f i Use 9 I
{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 day of October,2021.
ITotary Public in and for the StateofTexas
cti'"Y P�a� BRENDARAMIREZ
Notary ID N133363260
y®+� MY Commission Expires
�av t" September 79, 2025
R:TK m Homer\Documents\Fi1es\Contacts\The Schulucter GroupWgreementdocx
Legislative Advocacy Services Agreement,Page 8
Exhibit "A"
SCOPE OF SERVICES
The Consultant shall perform the following scope of services for and on behalf of the City of
Baytown:
➢ Provide strategic and rapid response lobby services;
➢ Work with the City's leadership to formulate and execute a government relations master
legislative plan;
➢ Meet with key legislative leadership:Speaker,Governor,Lt.Governor,House and Senate
Leadership - Identify opportunities for city council members and the Director of Public
Affairs(the"Director")to meet with the governor and administration,state legislators and
staff,and state agency staff;
➢ Interact and participate with Texas Municipal League;
➢ Work with the City Council and the Director on messaging and legislative approach;
➢ Represent the City's position on legislation of interest to the City.
➢ Represent the City to state regulatory agencies;
➢ Meet with the Harris County/Chambers County legislative delegation;
➢ Plan and facilitate"Baytown Day at the Capitol"during the next legislative session;
➢ Meet with regional and like-minded groups to advance the City's agenda;
➢ Support public relations,media relations,and crisis management;
➢ Provide a stream of positive information regarding the City to the media;
➢ Provide spokesperson training for media purposes;
➢ Identity state and local grant opportunities;
➢ Collaborate on press strategy;
➢ Communicate with the Director on an ongoing basis,providing updates upon request and
on a monthly basis;
➢ Assist in preparing testimony;
➢ Advance bipartisan agenda;
➢ Cultivate legislative friends with strategic public relations, if needed;
➢ Coordinate with like-minded groups or individuals;
➢ Collaborate on research and policy papers,as needed;
➢ Draft, in concert with the City Attorney,legislation,if needed;
➢ Advise on all relevant political matters; and
➢ Perform other duties as the city council or the Director may find necessary.
Additional Services
The City shall not be responsible or liable for any additional services performed by the Consultant unless
such additional services have been approved in writing prior to the performance of the same.
Exhibit"A."Page Solo