HomeMy WebLinkAboutPR 15537: EDC - GERMER GERTZ ACTING AS LEGAL COUNSEL FOR EDCinteroffice
MEMORANDUM
To: Mayor, City Council, and City Manager
From: Valecia R. Tiz n
e o, First Assistant City Attorney
Date: October 2, 2009
Subject: P. R. No. 15537 - Council Meeting October 6, 20.09
Attached is P. R. No. 15537 pertaining to Germer Gertz, LLP
acting as the legal counsel for the City of Port Arthur Section
4A Economic Development Corporation. Approval by the City is
contingent upon the EDC Board of Directors' approval of the new
agreement with Germer Gertz at their October 8, 2009 Board
Meeting. The new agreement allows the EDC Board to use another
experienced Germer Gertz attorney if Mr. Goodson is not
available.
VRT:gt
Attachment
cc: Floyd Batiste
CSO OF SDC
Guy Goodson
GBRMER GERTZ
City Attorney
z.pr15537 memo
P. R. No. 15537
10/02/09 gt
RSSOLIITION NO.
A RESOLIITION PERTAINING TO GERMER GERTZ,
L.L.P. ACTING A3 THE LEGAL COIINSSL FOR THS
CITY OF PORT ARTHIIR SECTION 4A ECONOMIC
DEVELOPMENT CORPORATION
WHEREAS, pursuant to Resolution No. 08-409 the City Council
approved the retention by the Economic Development Corporation of
Germer Gertz; and
WHSREAS, the written agreement with Germer Gertz was for the
time period of October 1, 2008 through September 30, 2009; and
WHSREAS, the written agreement approved the continuation of
the legal services of Germer Gertz on a thirty (30) day by thirty
(30) day basis until the EDC has secured legal services; and
WHEREAS, it is deemed prudent to continue the legal services
of Germer Gertz until October 31, 2010; and
WHERSAS, Germer Gertz has submitted a new legal services
agreement as denoted in Exhibit "A"
NOW THEREFORE, BE IT RESOLVED BY THS CITY COIINCIL OF THS CITY
OF PORT ARTHIIR, TEBAS:
Section 1. That the facts and opinions in the preamble are
true and correct.
Section 2. That the City of Port Arthur Section 4A
Economic Development Corporation is herein authorized to utilize
z.pr15537
Germer Gertz as their legal counsel and the President and
Secretary of the Corporation are authorized to sign the agreement
in substantially the same form as denoted in Exhibit "A" for a
period from November 1, 2009, through October 31, 2010.
Section 3. That this Resolution is contingent upon
approval by the EDC Board of Directors at their October 8, 2009
Board Meeting.
Section 4. That a copy of the caption of this Resolution
be spread upon the Minutes of the City Council.
READ, ADOPTED AND APPROVED on this day of
A.D., 2009, at a Meeting of the City Council of
the City of Port Arthur, Texas, by the following vote: AYES:
Mayor
Councilmembers
NOES:
ATTEST:
MAYOR
CITY SECRETARY
APPROVED AS TO FORM:
C TY ATT RNE , i ~? ~~ G p J~J ,~ {//;~ gyp( 1
z.pr15537 L 6/Y L Ip~%~'W-O "~ /
EXHIBIT ~~A"
CONTRACT FOR RETENTION OF
GUY N. GOODSON OF GERMER GERTZ, L.L.P.
AS LEGAL COUNSEL FOR THE
PORT ARTHUR SECTION 4A ECONOMIC DEVELOPMENT CORPORATION
This Contract provides the terms for the retention of Guy N. Goodson of the law firrrr of Germer Gertz,
L.L.P. ("GG") as legal counsel for the EDC in regard to the providing of professional legal representation for the
period beginning November 1, 2009 through October 31, 2010.
SCOPE OF SERVICES: GG 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 drrected with the
City Attorney of Port Arthur. GG 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
GG:
1. Provide preliminary and final verification that incentive applications aze 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 Boazd relative to Board-approved economic
incentive agreements.
3. Assist, as directed, in closing Boazd-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. Guy Goodson shall act as the EDC Attorney and shall, unless it is an emergency, attend EDC
meetings. GG may also provide legal representation through a partner or associate experienced in
representation of public entities including economic development corporations to assist Guy
Goodson in the performance of legal representation for EDC.
Attend, as requested by the EDC Boazd or the EDC Chief Executive Officer, Boazd meetings as to any
of the foregoing services, and to meet, as directed, with economic incentive applicants or their legal counsel
and/or consultants.
GG recognizes that certain legal services of the EDC may be drrected to and handled by the offices of
the City Attomey for the City of Port Arthur.
FEES: For and in consideration of serving as legal wunsel for the EDC, GG shall chazge a fee based
upon the actual time spent in conjunction with the matters described above. The hourly rate of the attorneys of
GG who will work on this file is as follows:
Guy N. Goodson $200.00 per hour
Partners $200.00 per hour
Senior Associates $150.00 per hour
EXPENSES: GG will incur expenses in handling legal representation for the EDC, with any such
expenses being those for which GG 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 GG 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: GG 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 duetted; 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.
MISCELLANEOUS: Prior to the use of any attorneys at Germer Gertz other than Guy N. Goodson for
services under this engagement with the EDC, GG will obtain the approval of the Board of Directors and the
City. GG further acknowledges and agrees that the EDC may undertake the use of other attorneys for legal
representation as maybe 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 of Germer Gertz, L.L.P. for a period of November 1, 2009, through October 31,
2010. 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 tenr>inated 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 temunation, 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.
GERMER GERTZ, L.L.P.
Guy N. Goodson
CITY OF PORT ARTHUR SECTION 4A
ECONOMIC DEVELOPMENT CORPORATION
SIGNED AND AGREED TO on the _ day of , 2009.
President
Witness
Secretary
Witness
F53D66 Page 2