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R2006-054 04-26-06 RESOLUTION NO. R2006-54 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS, AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO ENTER INTO A CONTRACT WITH LINEBARGER, GOGGAN, BLAIR, & SAMPSON, LLP FOR TAX COLLECTION SERVICES. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That certain contract by and between the City of Pearland and Linebarger, Goggan, Blair & Sampson, LLP, a copy of which is attached hereto as Exhibit "A" and made a part hereof for all purposes, is hereby authorized and approved. Section 2. That the City Manager or his designee is hereby authorized to execute and the City Secretary to attest a contract for tax collection services. PASSED, APPROVED and ADOPTED this the 24th day of April, AD., 2006 JM- )~ fL TO ~ID MAYOR ATTEST: APPROVED AS TO FORM: Q~ Jt. ~ DA RIN M. COKER CITY ATTORNEY Resolution 2006-54 4/24/06 Agreement for Tax Collection Services This Agreement is made between Linebarger Goggan Blair & Sampson, LLP (hereinafter referred to as the "Firm") and the City of Pearland (hereinafter referred to as the "Client"). Article I Nature of Relationship 1.01 The parties hereto acknowledge that this Agreement creates an attorney- client relationship. 1.02 The Client hereby employs the Firm to provide the services hereinafter described for compensation hereinafter provided. Article 2 Scope of Services 2.01 The Firm shall take reasonable and necessary actions to collect property taxes that are owed to the Client and to any other taxing unit whose taxes are assessed and collected by the Client, and that are subject to this agreement, as hereinafter provided. 2.02 The Client may from time-to-time specify in writing additional actions to be taken by the Firm in connection with the collection of taxes that are owed to the Client. Client further constitutes and appoints the Firm as Client's attorneys to sign all legal instruments, pleadings, drafts, authorizations and papers as shall be reasonably necessary to prosecute the Client's claim for taxes. 2.03 Taxes owed to the Client shall become subject to this agreement upon the following dates, whichever occurs first: (a) On February 1 of the year in which the taxes become delinquent if a previously filed tax suit is then pending against the property subject to the tax; (b) On the date any lawsuit is filed with respect to the recovery of the tax if the tax is delinquent and is required to be included in the suit pursuant to TEX. TAX CODE 9 33.42(a); (c) On the date of filing any application for tax warrant where recovery of the tax or estimated tax is sought and where the filing of an application for tax warrant by the Firm is at the request of Client's Tax Assessor-Collector; (d) On the date of filing any claim in bankruptcy where recovery of the tax is sought; or (e) In the case of tangible personal property, on the 60th day after the February 1 delinquency date; or (f) On July of the year in which the taxes become delinquent. 2.04 The Firm agrees to provide Bankruptcy Collections by filing Proofs of Claim for Client on services for non-tax receivables for Client simultaneously with the filing on delinquent property taxes. Non-tax receivables include utility billings, and other miscellaneous receivables. The Firm further agrees to provide assistance to Client in collecting delinquent hotel occupancy taxes. 2.05 The Firm agrees to make monthly progress reports and other tax reports as requested by Client. Article 3 Compensation 3.01 Client agrees to pay to the Firm, as compensation for the services required herein, as follows: (a) fifteen (15%) percent of the amount of all 2002 and prior year taxes, penalty and interest subject to the terms of this contract as set forth in Paragraph 2.03 above, collected and paid to the collector of taxes during the term of this contract, as and when collected; and (b) twenty (20%) percent of the amount of all 2003 and subsequent year taxes, penalty and interest subject to the terms of this contract as set forth in Paragraph 2.03 above, collected and paid to the collector of taxes during the term of this contract, as and when collected. 3.02 The Client shall pay the Firm by the twentieth day of each month, all compensation earned by the Firm for the previous month as provided in this Article 3. All compensation above provided for shall become the property of the Firm at the time payment of the taxes, penalty and interest is made to the collector. Article 4 Intellectual Property Rights 4.01 The Client recognizes and acknowledges that the Firm owns all right, title and interest in certain proprietary software that the Firm may utilize in conjunction with performing the services provided in this Agreement. The Client agrees and hereby grants to the Firm the right to use and incorporate any information provided by the Client ("Client Information") to update the databases in this proprietary software, and, notwithstanding that Client Information has been or shall be used to update the databases in this proprietary software, further stipulates and agrees that the Client shall have no rights or ownership whatsoever in and to the software or the data contained therein, except that the Client shall be entitled to obtain a copy of such data that directly relates to the Client's accounts at any time. 4.02 The Firm agrees that it will not share or disclose any specific confidential Client Information with any other company, individual, organization or agency, without the prior written consent of the Client, except as may be required by law or where such information is otherwise publicly available. It is agreed that the Firm shall have the right to use Client Information for internal analysis, purposes of improving the proprietary software and database, and to generate aggregate data and statistics that may inherently contain Client Information. These aggregate statistics are owned solely by the Firm and will generally be used internally, but may be shared with the Firm's affiliates, partners or other third parties for purposes of improving the Firm's software and services. Article 5 Costs 5.01 The Firm and Client recognize that publication costs for citations and notices of sale and title abstract costs will be incurred in the process of providing the litigation services contemplated in this Agreement. All such costs shall be billed to the Client, in care of the Firm, and the Firm will advance the payment of such costs on behalf of the Client. Upon recovery of such costs from the defendants or from the tax sale of defendants' property, the Firm shall be reimbursed for the advance payment. Alternatively, the Firm may arrange with the vendor or agency providing the service that actual payment of the costs of services is wholly contingent upon recovery of such costs by the Client or the Firm from the defendants or from the tax sale of defendants' property. In such contingent arrangements, the Client has no responsibility or liability for payment or advancement of any costs, other than forwarding to the vendor or service provider any cost amounts received from defendants or from the tax sale of defendants' property. 5.02 The Client acknowledges that the Firm may provide services, such as title research, with its own employees or with other entities or individuals who may be affiliated with the Firm, but the Firm agrees that any charges for such services will be reasonable and consistent with what the same services would cost if obtained from a third party. The Client agrees that upon the recovery of such costs, the Client will: (i) pay the Firm for any such costs which have been advanced by the Firm or performed by the Firm, and (ii) pay any third party agency or vendor owed for performing such services. Article 6 Term and Termination 6.01 This Agreement shall be effective on June 1, 2006 (The "Effective Date") and shall expire on May 31, 2009 (the "Expiration Date") unless extended as hereinafter provided. 6.02 Unless prior to 60 days before the Expiration Date, the Client or the Firm notifies the other in writing that it does not wish to continue this Agreement beyond its initial term, this Agreement may be extended for an additional one year period if both parties, the Client and the Firm, agree to the one year extension. 6.03 If at any time during the initial term of this Agreement or any extension hereof, the Client determines that the Firm's performance under this Agreement is unsatisfactory, the Client shall notify the Firm in writing of the Client's determination. The notice from the Client shall specify the particular deficiencies that the Client has observed in the Firm's performance. The Firm shall have sixty (60) days from the date of the notice to cure any such deficiencies. If at the conclusion of that sixty-day remedial period, the Client remains unsatisfied with the Firm's performance, the Client may terminate this Agreement effective upon the expiration of thirty days following the date of written notice to the Firm of such termination ("Termination Date"). 6.04 Whether this Agreement expires or is terminated, the Firm shall be entitled to continue to prosecute any tax suits, applications for tax warrants or bankruptcy claims pending on the Termination Date or Expiration Date for an additional six months following termination or expiration. The Client agrees that the Firm shall be compensated as provided by Article 3 for any base tax, penalties and interest collected in the pending matters during the six-month period. 6.05 The Client agrees that the Firm shall be reimbursed for any costs advanced and shall be paid for any services performed pursuant to Article 5 when such costs are recovered by or on behalf of the Client, regardless of the date recovered. It is expressly agreed that neither the expiration nor the termination of this Agreement constitutes a waiver by the Firm of its entitlement to be reimbursed for such costs and to be paid for such services. It is further expressly agreed that the expiration of any six- month period under Section 6.04 does not constitute any such waiver by the Firm. Article 7 Miscellaneous 7.01 Assignment and Subcontracting. This Agreement is not assignable, provided however, the Firm may from time-to-time obtain co-counselor subcontract some of the services provided for herein to other law firms or entities. In such cases, the Firm will retain supervisory control and responsibility for any services provided by such co-counselor subcontractors and shall be responsible to pay any compensation due to any such co-counselor subcontractor. 7.02 Integration. This Agreement contains the entire agreement between the parties hereto and may only be modified in a written amendment, executed by both parties. 7.03 Representation of Other Taxing Entities. The Client acknowledges and consents to the representation by the Firm of other taxing entities that may be owed taxes or other claims and be secured by the same property as the Client's claim. In consideration of the terms and compensation herein stated, the Firm hereby accepts said employment and undertakes the performance of this Agreement as above written. This Agreement is executed on behalf of the Firm and of the Client by the duly authorized persons whose signatures appear below. City of Pearland ~ Bi~ Eisen, City Manager Linebarger Goggan & Sa n, LL .... By: Date: Apri 1 24, 2006 By: Date: Apri 1 24, 2006 \\\\""""'1111. "'\~'" ~, "0'. ~"& .......-...; ~ ~ ~ ~ .~... ~~ glo../ ,~~ -0\, . en: = J. ! S , := ~, -" I ~ "............. ~ _"",41 ""I" ~~,.. IIII"III""'~