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HomeMy WebLinkAboutRes 10-30 Authorizing a Contract with Linebarger, Goggan, Blair and Sampson TOWN OF WESTLAKE RESOLUTION NO. 10-30 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS,AUTHORIZING A CONTRACT WITH LINEBARGER, GOGGAN, BLAIR& SAMPSON LLP FOR DELINQUENT TAX COLLECTION, WHEREAS, the Town Council for the Town of Westlake has approved an Ad Valorem tax rate to ensure the continued provision of services necessary to the quality of life expected by the residents of the Town; and WHEREAS, the Town Council has adopted a resolution for the collection of delinquent Ad Valorem taxes in an effort to defray costs and to provide the maximum efficiency of the adopted Ad Valorem tax rate; and WHEREAS, pursuant to Section 6.30 of the Texas Tax Code, the Town Council is permitted to enter into a contract with a private law firm for the purpose of collecting delinquent taxes; and WHEREAS, the Town Council desires the appointment of the firm of Linebarger, Goggan, Blair & Sampson, LLP, as the private law firm responsible for delinquent Ad Valorem tax collections for the Town of Westlake, based on the firm's outstanding record in service and collection efforts; and WHEREAS, the Town Council finds that the passage of this Resolution is in the best interest of the citizens of Westlake. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1: That, all matters stated in the Recitals hereinabove are found to be true and correct and are incorporated herein by reference as if copied in their entirety. SECTION 2: The Town Council of the Town of Westlake hereby approves the contract with Linebarger, Goggan, Blair & Sampson LLP, attached as Exhibit "A", for the collection of delinquent Ad Valorem taxes. SECTION 3: If any portion of this Resolution shall, for any reason, be declared invalid by any court of competent jurisdiction, such invalidity shall not affect the remaining provisions hereof and the Council hereby determines that it would have adopted this Resolution without the invalid provision. SECTION 4: That this resolution shall become effective from and after its date of passage. Resolution 10-30 Page 1 of 7 PASSED AND APPROVED ON THIS 30TH DAY OF SEPTEMBER, 2010,AT A DULY CALLED MEE bT" E 29TH DAY OF SEPTEMBER, 2010. w 4��OF- �ATTEST: Laura L. Wheat, Mayor Kelly Edw s, Town Secretary Thomas E. ryrrr , To anager APPROVE AS TO RM: L69tGton 16owtL,yo<vn Attorney Resolution 10-30 Page 2 of 7 Exhibit "A-, Agreement for Tax Collection Services This Agreement is made between Linebarger Goggan Blair & Sampson, LLP (hereinafter referred to as the "Finn") and the Town of Westlake (hereinafter referred to as the "Client"). Article 1 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 § 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 Resolution 10-30 Page 3 of 7 (c) In the case of tangible personal property, on the 60th day after the February 1 delinquency date; or (f) On July 1 of the year in which the taxes become delinquent. Article 3 Coinpensation 3.01 Client agrees to pay to the Firm, as compensation for the services required herein twenty (20%) percent of the amount of all 2010 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. Resolution 10-30 Page 4 of 7 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 October 1, 2010 (The "Effective Date") and shall expire on September 30, 2013 (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 shall be automatically extended for an additional one year period without the necessity of any further action by either party. In the absence of any such 60 day notice by either the Client or the Firm, the Agreement shall continue to automatically renew for additional and successive one-year terms in the samc manner at the end of each renewal period. 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 Resolution 10-30 Page 5 of 7 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-counsel or 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-counsel or subcontractors and shall be responsible to pay any compensation due to any such co-counsel or subcontractor. 7.02 Arbitration. Any controversy between the parties to this Agreement involving the construction or application of any of the terms, covenants, or conditions of this Agreement shall, on the written request of one party served on the other, be submitted to arbitration, and such arbitration shall comply with and be governed by the provisions of the Texas General Arbitration Act. 7.03 Integration. This Agreement contains the entire agreement between the parties hereto and may only be modified in a written amendment, executed by both parties. 7.04 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 sante property as the Client's claim. Resolution 10-30 Page 6 of 7 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. Town of Westlake Linebarger Goggan Blair & Sampson,LLP By: By: St pheri T. Meeks,CLa ita Partner Date: ( Date: ATTEST: Resolution 10-30 Page 7 of 7