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HomeMy WebLinkAboutPR 20633: AGREEMENT WITH HOLLAND & KNIGHT, LLP TO SERVE AS BONS COUNSEL r • P.R. No. 20633 01/04/19 vt updated RESOLUTION NO. A RESOLUTION AUTHORIZING AN AGREEMENT WITH HOLLAND & KNIGHT, LLP TO SERVE AS BOND COUNSEL FOR THE CITY OF PORT ARTHUR WHEREAS, the City of Port Arthur requires the service bond counsel to assist and represent the City with various debt obligations; and WHEREAS, pursuant to Resolution No. 18-320, the City executed a letter agreement with Bracewell, LLP, Attorneys at Law to serve as bond counsel in order assist and represent the City of Port Arthur with various debt obligations with Derrick Mitchell serving as the primary attorney at Bracewell, LLP; and WHEREAS, Derrick M. Mitchell is now employed with Holland & Knight, LLP; and will continue to be the primary attorney with regard to these matters and will be the point of contact for the firm with regard to the engagement between the City and Holland & Knight, LLP; and WHEREAS, the City Council deems that it is in the best interest of the City to now engage the services of Holland & Knight, LLP to serve as the City of Port Arthur's bond counsel. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR: Section 1. That the facts and opinions in the preamble are true and correct. Section 2. That the City Council hereby terminates the agreement with Bracewell, LLP, Attorneys at Law pursuant to Resolution 18-320. Section 3. That the City Council authorizes the City Manager to execute an agreement with Holland & Knight, LLP to serve as bond counsel for the City of Port Arthur in substantially the same form with Mr. Mitchell serving as the primary attorney as Exhibit Section 4. That a copy of the caption of this Resolution shall be spread upon the Minutes of the City Council. READ, ADOPTED, AND APPROVED, this day of , 2019 AD, at a Regular Meeting of the City Council of the City of Port Arthur, Texas by the following vote: AYES: Mayor: Councilmembers: , NOES: . Derrick Ford Freeman, Mayor ATTEST: Sherri Bellard, City Secretary APPROVED AS TO FORM: 7//1 Valecia R. Tizeno ity Attorney APPROVED FOR ADMINISTRATION: Harvey Robinson, Interim City Manager Exhibit "A" Will be presented at or before the Council Meeting EXHIBIT "A" to PR No. 20633 Holland & Knight 1100 Louisiana Street. Suite 43001 Houston TX 77002 I T 713-821-7000 I F 713-821-7001 Holland & Knight LLP;www.hklaw.com Derrick M.Mitchell 713-244-8159 Derrick.m itchell©hklaw.com January 2, 2019 Ms. Valecia Tizeno City Attorney City of Port Arthur, Texas 444 4th Street Port Arthur, Texas 77640 Re: Bond Counsel Services Dear Ms. Tizeno: I want to thank you for giving Holland & Knight, LLP (the "Firm") the opportunity to represent your company, City of Port Arthur, Texas (the"Client"), in the matter described below. We value our relationship with you, and we will make every effort to satisfy you with prompt, thorough, and efficient legal representation. As we discussed, it is our Firm's policy to confirm in writing the scope and terms of our engagement. Our client have both encouraged this practice, and have found it to be useful. Please review this letter carefully and call me as soon as possible if you have any questions. Engagement You have asked the Firm to serve as counsel for legal services in connection with the issuance of bonds or other obligations. To the extent you may ask that we extend the limited scope of the engagement,or if new potential parties are uncovered or are named,a new engagement letter will be required. No Known Conflict Based on our initial computerized review of the files,I am not aware of any existing matter involving a conflict of interest that would prevent us from representing you. However, due to the diverse and complex nature of our Firm's practice, unforeseen conflicts may arise. In such event, we will notify you of the conflict and our representation may thereafter be terminated by you or the Firm unless you and the other source of the conflict agree to provide the requested waivers relating to any representation of you, as the Client. January 2, 2019 Page 2 Responsible Attorney Customarily, each client of the Firm is served by a principal attorney contact who is responsible for ensuring that you are and remain satisfied with all aspects of our representation. While I will remain primarily responsible for the representation described above, your work or parts of it may be performed by other lawyers and legal assistants under my general supervision. Such delegation may be for the purpose of involving lawyers and legal assistants with special expertise in a given area or for the purpose of providing services on the most efficient and timely basis. Whenever possible, we will advise you of the names of those attorneys and legal assistants who work on your matters. Fee Section We will provide our services as bond counsel for a fee equal to 15 basis points (ie. 0.15%) of the face amount of the Bonds issued, but subject to a minimum fee of$17,500 per series. This fee does not include any fee for co-bond counsel, should the City elect to employ one. Separate and apart from such expenses, Bond Counsel will be reimbursed for fees or expenses incurred, including,any filing fees paid by Bond Counsel to the Attorney General of Texas, which fees may be as much as $9,500 per series of Obligations. Arbitration In the event Client and Firm cannot, in good faith, arrive at a resolution of any dispute, or on a value for the success fee, in this matter, then any controversy or claim (including but not limited to claims by Client against Firm or its attorneys for alleged breach by Firm or its attorneys, of any professional duties owed to clients) arising out of or relating to this Agreement or representation by the Firm shall be handled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court in Harris County, Texas having jurisdiction thereof. It is further agreed that such binding arbitration shall have as the arbitrator, or have as a member of a panel,no less than one person who has experience as a professional liability attorney. The locale of the arbitration shall be Houston, Harris County, Texas. Charges We have established prevailing rates for all charges that will be incurred during the course of this representation. We believe that rates charged are competitive with charges established by comparable law firms. Client agrees to be responsible for all such charges necessitated during the course of this representation. The Firm is committed to remaining at the cutting edge of modern computer technology and communications technology so as to provide our clients with optimum competitive advantage and technological efficiencies. Our charges include, but are not limited to travel, copying, facsimile charges, messenger services, long distance phone calls, computer research services, secretarial overtime, and filing fees. These charges may also include any sales or service tax that may be applicable. Our charges are not limited to out-of-pocket expenses, and #62564076_vI January 2, 2019 Page 3 frequently include a surcharge designed to allocate certain overhead according to usage and thereby help minimize legal fees. In certain circumstances, we may ask Client to take direct responsibility for the payment of significant out-of-pocket expenses. Expenses of Outside Contractors Generally, the expenses of outside contractors such as court reporters, surveyors, title companies, and the like may be directly billed to the Client, or we may request that they be paid directly by the Client. It is important to know that the prompt payment of these charges to outside contractors is essential to be able to provide timely and efficient service to the client in the future,with the assistance of such contractors. Type of Invoice Unless otherwise agreed, I will send you a monthly invoice which reflects the amount of our fees and expenses attributable to the matter. At the option of the Client, the invoice will be either generalized or detailed. The generalized invoice will indicate total fees due for legal work accomplished and the total costs charged to the file. In the alternative, the invoice will have a detailed backup sheet showing the attorney that worked on the matter;the worked performed; the time spent on the task (to the 10th of an hour); and,the total fee amount due. Payment of Invoices Each invoice is payable upon receipt. Any unpaid balance not paid within thirty (30) days of the billing date may incur interest upon such balance at the rate of 1.5% per month. In the event we receive a payment from Client at a time when more than one invoice is outstanding on any one or more matters for Client,we will apply that payment to any such invoice(s), unless the payment is accompanied by the remittance copy of the invoice(s) being paid or by some other written indication from the Client directing how the payment is to be applied. It is the policy of the Firm to discontinue representation, in a manner in accord with the Rules of Professional Responsibility governing the State Bar of Texas, for any client whose account is more than twenty-five (25) days in arrears, unless special arrangements are made with the Firm's Board of Directors. Individual attorneys are not authorized to make such arrangement or to waive this policy. Client agrees that the Firm may immediately withdraw if Client is not current on all payments due to the Firm upon written demand. Mutual Right to Terminate Relationship Of course, every client has the right to terminate our representation at any time for any reason. We have the same right upon giving the Client reasonable notice so that suitable arrangements can be made by the Client to obtain alternative representation, in accordance with the Rules of Professional Responsibility governing the State Bar of Texas. Among the reasons for which we may terminate representation are: (1) nonpayment of our fees, charges, or costs; (2)the Client's failure or refusal to be forthright, cooperative, or supportive of our efforts; (3) the Client's misrepresentation of, or failure or refusal to disclose material facts;(4)the Client's failure or refusal to accept our advice; (5)discovery of a conflict with another client of the Firm; #62564076_v1 January 2, 2019 Page 4 or (6) any other reasons permitted or required under the Rules of Professional Responsibility governing the State Bar of Texas. Following termination by us, if feasible, we may agree to continue to provide representation in the matter for a reasonable time, at the Client's request, until arrangements can be made for alternate representation. However, our services will consist of only those necessary to protect the Client's interests and prevent prejudice. Upon termination, either by us or by the Client,the Client,upon request, must sign all papers and documents which we believe necessary for the Firm to accomplish our withdrawal from the representation. To the extent that Client fails to sign such documents, Client authorizes the Firm to sign them on Client's behalf. I truly appreciate both the opportunity to be of service to you and the trust and confidence you have placed in us. I look forward to continuing amutually beneficial relationship. The Firm is required by law to advise you that the State Bar of Texas investigates and prosecutes professional misconduct committed by Texas attorneys. Although not every complaint against or dispute with a lawyer involves professional misconduct, the State Bar Office of the General Counsel for the State Bar of Texas will provide you with information about how to file a complaint. For more information, you may call 1-800-932-1900. It is a toll-free call. I hope that this letter provides you with a better understanding of the scope of our representation, as well as the fee structure of this Firm for this matter. If the terms of the engagement are acceptable,please sign the acceptance below and return the letter to me. Sincerely, HOLLAND&KNIGHT LLP By:/s/Derrick M Mitchell Derrick M. Mitchell w� Approved this ZZ day of / v, , 2019. By:4 Tent's Name Client's Company #62564076 vl