HomeMy WebLinkAboutPR 22245: EDC, APROVING A CONTRACT FOR RETENTION OF GUY N. GOODSON AND KATE K. LEVERETT OF GERMER PLLC AS LEGAL COUNSEL c o
PORT*ARTHUR
ONOMIC DEVELOPMENT CDR IoRATION
INTEROFFICE MEMORANDUM
Date: November 9, 2021
To: The Honorable Mayor and City Council
Through: Ronald Burton, City Manager
From: George Davis, Interim PAEDC Chief Executive Officer 21)
RE: P.R. 22245—A Resolution approving a Contract for Retention of Guy N. Goodson
and Kate K.Leverett of Germer PLLC as legal counsel for the City of Port Arthur
Section 4A Economic Development Corporation
Introduction:
The intent of this Agenda Item is to seek City Council's approval of a Contract for Retention of
Guy N. Goodson and Kate K. Leverett of Germer PLLC as legal counsel for the City of Port
Arthur Section 4A Economic Development Corporation.
Background:
The City of Port Arthur Section 4A Economic Development Corporation advertised a Request
for Qualifications for Legal Counsel. The PAEDC received four(4)responses to the
Advertisement. The PAEDC Board of Directors approved retaining the services of Guy N.
Goodson and Kate K. Leverett of Germer PLLC.
Budget Impact:
None
Recommendation:
It is recommended that the City Council of the City of Port Arthur authorize the City of Port
Arthur Section 4A Economic Development Corporation enter into a Contract for the retention of
Guy N. Goodson and Kate K. Leverett of Germer PLLC as legal counsel for the City of Port
Arthur Section 4A Economic Development Corporation.
P. R. No. 22245
11/5/2021 KVM
RESOLUTION NO.
A RESOLUTION APPROVING A CONTRACT FOR
RETENTION OF GUY N. GOODSON AND KATE K.
LEVERETT OF GERMER PLLC AS LEGAL COUNSEL
FOR THE CITY OF PORT ARTHUR SECTION 4A
ECONOMIC DEVELOPMENT CORPORATION, WITH A
PROJECTED BUDGETARY IMPACT OF $120,000.00;
PAEDC FUNDING ACCOUNT NO.: 120-80-625-5420-00-00-
000
WHEREAS, the Port Arthur Section 4A Economic Development Corporation
("PAEDC") sent Requests for Qualifications for Legal Counsel due on October 15, 2021 to
various law firms, and
WHEREAS, the PAEDC received four(4)responses; and
WHEREAS, a Committee made up of PAEDC Board Members and staff reviewed and
ranked the responses according to a grading matrix; and
WHEREAS, per the results of the grading matrix, attached hereto as Exhibit "A", the
Committee recommended retaining the services of Guy N. Goodson and Kate K. Leverett of
Germer PLLC; and
WHEREAS, at their Regular Board Meeting of November 1, 2021, the PAEDC Board of
Directors approved the recommendation of the Committee to retain the services of Guy N.
Goodson and Kate K. Leverett of Germer PLLC; and
WHEREAS, at their Special Meeting of November 9, 2021, the PAEDC Board of
Directors approved a Contract for Retention of Guy N. Goodson and Kate K. Leverett of Germer
PLLC as Legal Counsel for the PAEDC, attached hereto as Exhibit"B".
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 approves a Contract for Retention of Guy N. Goodson
and Kate K. Leverett of Germer PLLC as legal counsel for the City of Port Arthur Section 4A
Economic Development Corporation so long as their hourly rates do not exceed the rates as
denoted in Exhibit"B" and do not exceed the PAEDC's budget for legal services.
Section 3. That a copy of the caption of the Resolution be spread upon the Minutes of
the City Council.
READ, ADOPTED AND APPROVED on this day of A.D., 2021,
at a Meeting of the City Council of the City of Port Arthur, Texas, by the following vote:
AYES:
Mayor
Councilmembers
•
NOES:
Thurman Bartie,Mayor
ATTEST:
Sherri Bellard,City Secretary
APPROVED:
George Davis,Interim PAEDC Chief Executive Officer
#790152
Page 2
APPROVED AS TO FORM:
411
ran 401 'AEDC Attorney
APPROVED AS TO FORM:
Valecia R. Tizeno,City Attorney
#790I52 Page 3
Exhibit "A"
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Exhibit " B" �2- ')*5
CONTRACT FOR RETENTION OF
GUY N.GOODSON AND KATE K.LEVERETT OF GERMER PLLC
AS LEGAL COUNSEL FOR THE
CITY OF PORT ARTHUR SECTION 4A ECONOMIC DEVELOPMENT CORPORATION
This Contract provides the terms for the retention of Guy N. Goodson and Kate K.Leverett of the law firm
of Germer PLLC(formerly Germer Gertz,L.L.P.)("Germer")as legal counsel for the City of Port Arthur Section 4A
Economic Development Corporation(the"EDC")in regard to the providing of professional legal representation for
the period beginning effective , 2021 through , 2024 (the
"Term"). The EDC by action of its Board of Directors may extend this legal service engagement for an additional 1-
year period following the Term of this Contract.
SCOPE OF SERVICES: Germer would provide primary legal representation to the Board of Directors of
the EDC and collaborate with its Chief Executive Officer and staff and coordinate matters as directed with the City
Attorney of Port Arthur. Germer will perform the following duties as directed by the EDC acting by and through its
Board of Directors and through its Chief Executive Officer as the duly authorized staff liaison with Germer:
1. Provide preliminary and final verification that incentive applications are eligible to receive 4A funds
through the EDC.
2. Draft or review incentive agreements,contracts,collateral security agreements or other documents and
advise the Chief Executive Officer,his staff and the Board relative to Board-approved economic incentive
agreements.
3. Assist,as directed,in closing Board-approved economic incentive agreements,and approve and execute,
as appropriate,all economic incentive agreements and EDC contracts,collateral security agreements or
other documents.
4. Assist, as directed, with EDC Chief Executive Officer and staff on economic incentive agreement
modifications and document amendments.
5. Assist,as directed,in any legal action or legal proceedings relative to economic incentive agreements.
6. Germer shall act as the EDC Attorney and shall,unless it is an emergency,attend EDC meetings. Germer
may also provide legal representation through a partner or associate experienced in representation of
public entities including economic development corporations to assist Germer in the performance of legal
representation for EDC.
Attend,as requested by the EDC Board or the EDC Chief Executive Officer,Board meetings as to any of the
foregoing services, and to meet, as directed, with economic incentive applicants or their legal counsel and/or
consultants.
Germer recognizes that certain legal services of the EDC may be directed to and handled by the offices of the
City Attorney for the City of Port Arthur.
FEES: For and in consideration of serving as legal counsel for the EDC, Germer shall charge a fee based
upon the actual time spent in conjunction with the matters described above. The hourly rate of the attorneys of Germer
who will work on this file is as follows:
Guy N.Goodson $275.00 per hour
Kate K.Leverett $275.00 per hour
Other Associates $175.00 per hour
EXPENSES: Germer will incur expenses in handling legal representation for the EDC, with any such
expenses being those for which Genner actually advances funds. "Actual expenses" include,but are not limited to,
copying expenses, telephone charges, messenger fees,mail and telefacsimile charges, filing fees, printing charges,
travel expenses and other expenses necessary to the proper representation of the EDC in a diligent manner. Expenses
may be billed directly by Germer to the provider of services,in which event,the provider would bill directly the EDC
and the EDC should then make direct payment to the provider of such services.
BILLING: Genner will provide monthly statements to the EDC which provide an itemized statement of legal
service charges and expenses. Time shall be recorded for conferences with the EDC, its duly authorized officers,
directors and employees;legal research;factual investigations;preparation of correspondence,agreements documents
and instruments as directed; reviewing regulatory requirements that might be necessary in order to handle the
economic initiatives in which the EDC might become involved; reading and analyzing correspondence and legal
documents; travel to and from meetings and proceedings involving this matter; telephone conversations with
representatives of the EDC and others in connection with this matter.
RECORDS.Germer shall retain all records and supporting documentation pertinent to this Agreement for a
period of three(3)years from the date of final payment under this Agreement. If,at the end of three(3)years,there
is litigation or if any claims covering such Agreement have not been resolved,Germer shall retain the records for three
(3)years after the resolution of such litigation or claim.
CONFLICT OF INTEREST. As part of the Agreement to provide these services to the EDC, Germer be
required to disclose to the EDC any existing or potential conflicts of interest related to any services to be performed
under this Agreement and during the course of this representation. Germer shall refrain from representing clients
whose interests may conflict with those of the EDC. Should such a conflict arise, Genner shall be required to
immediately contact the Executive Director or the Chair of the Board to discuss and resolve such conflict.
INSURANCE. Germer shall carry professional liability insurance with minimum policy limits of
$1,000,000.00 per occurrence, and shall not permit such insurance to be canceled or lapse during the
engagement. Germer shall provide an insurance certificate or other proof of insurance to the EDC.
ASSIGNMENT.Germer must obtain the prior written consent of EDC before assigning any interest in or any
part of this Agreement. EDC expressly reserves the right to disapprove or withhold consent of any assignment or
proposed assignment. In no event shall such written consent,if obtained,relieve Germer from any and all obligations
hereunder,or change the terms of,this Agreement.
MISCELLANEOUS: Prior to the use of any attorneys at Germer other than Guy N.Goodson or Kate Leverett
for services under this engagement with the EDC,Germer will obtain the approval of the Board of Directors and the
City. Germer further acknowledges and agrees that the EDC may undertake the use of other attorneys for legal
representation as may be determined in the best interest of the Board of Directors.
Pursuant to the request of the Board of Directors,this engagement letter is presented for the engagement by
the EDC of Guy N. Goodson and Kate K. Leverett of Germer PLLC for a period of
2021,through ,2024. The undersigned acknowledges that notwithstanding the term of
this engagement,this engagement is subject to the Port Arthur City Charter as to professional service agreements and
further can be terminated upon the receipt of thirty (30) days prior written notice. Upon the expiration of this
engagement and in the event that the EDC has not secured other legal services,services may continue on a thirty(30)
day by thirty(30)day basis until a written notice of termination,from either EDC or the undersigned has been received.
If the preceding terms for the engagement of legal counsel for the EDC meets with your approval,please
execute this contract and return at your earliest convenience.
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GERMER PLLC
By: /0 •44,0 "�w%.
Guy N. Goodson
,al
By:
Kate Leverett
CITY OF PORT ARTHUR SECTION 4A
ECONOMIC DEVELOPMENT CORPORATION
SIGNED AND AGREED TO on the day of ,2021.
President Secretary
Witness Witness
#1947672
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