HomeMy WebLinkAboutPR 24634: PAEDC, LEGAL COUNSEL, GUY N. GOODSON AND KATE K LEVERETT OF GERMER PLLC p(4...),..„ „,-":,I•Prtin•T t etiPttilettlIP1R
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INTEROFFICE MEMORANDUM
Date: November 7, 2025
To: The Honorable Mayor and City Council
Through: Ron Burton, CPM, City Manager
From: Krystle Muller, Interim Chief Executive Officer —" v l •
RE: PR 24634!Authorizing the Port Arthur Economic Development Corporation to enter
into a Contract for Retention of Guy N. Goodson and Kate K. Leverett of Germer
PLLC, Beaumont, Texas as Legal Counsel in an annual amount not to exceed
$110,000.00; funds available in EDC account no. 120-80-625-5420-00-00-000
The intent of this Agenda Item is to seek the Port Arthur City Council's authorization of the Port
Arthur Economic Development Corporation("PAEDC")entering a Contract for Retention of Guy
N. Goodson and Kate K. Leverett of Germer PLLC, Beaumont, Texas as Legal Counsel of the
PAEDC.
Background:
The PAEDC seeks to engage general counsel to provide comprehensive legal services in support
of the PAEDC's programs and activities.
The PAEDC advertised a Request for Proposals and received three proposals in response.
The PAEDC Board of Directors has reviewed and evaluated the responses and has approved a
proposal from Germer, PLLC to provide general legal counsel to the PAEDC and has approved
entering into a contract with Germer PLLC.
Budgetary Impact:
The budgetary impact of this item will not exceed $110,000.00. Funds available in the EDC
Account No. 120-80-625-5420-00-00-000 (Professional Services).
Recommendation:
It is recommended the Port Arthur City Council approve the Port Arthur Economic Development
Corporation to enter into a Contract for Retention of Guy N. Goodson and Kate K. Leverett of
Germer PLLC, Beaumont, Texas as Legal Counsel of the PAEDC.
PR 24634
11/5/2025 KM/JC
RESOLUTION NO.
A RESOLUTION AUTHORIZING THE PORT ARTHUR
ECONOMIC DEVELOPMENT CORPORATION TO
ENTER INTO A CONTRACT FOR RETENTION OF
GUY N. GOODSON AND KATE K. LEVERETT OF
GERMER PLLC, BEAUMONT, TEXAS AS LEGAL
COUNSEL IN AN ANNUAL AMOUNT NOT TO
EXCEED $110,000.00 SUBJECT TO APPROVAL OF
SUBSEQUENT BUDGETS; FUNDS AVAILABLE IN
EDC ACCOUNT NO. 120-80-625-5420-00-00-000
WHEREAS,the Port Arthur Economic Development Corporation(the"PAEDC")seeks to engage
general counsel to provide comprehensive legal services in support of the PAEDC's programs and
activities; and
WHEREAS, the PAEDC advertised a Request for Proposals for General Legal Services on
September 3,2025, and received three(3)proposals in response; and
WHEREAS, the proposals received were reviewed and evaluated by the PAEDC Board of
Directors based on weighted criteria as outlined in Exhibit"A";and
WHEREAS,at their regular Board meeting of November 3,3025,the PAEDC Board of Directors
accepted the highest scoring proposal submitted by Germer,PLLC; and
WHEREAS,at their regular Board meeting of November 3, 3025,the PAEDC Board of Directors
approved entering into a Contract for Retention of Guy N.Goodson and Kate.K.Leverett of Germer PLLC
as Legal Counsel for the PAEDC as denoted in Exhibit"B".
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
PORT ARTHUR,TEXAS:
Section 1. That the facts and opinions in the preamble are true and correct.
Section 2. That the Port Arthur Economic Development Corporation is hereby authorized to enter
into a Contract for Retention of Guy N. Goodson and Kate. K.Leverett of Germer PLLC as Legal Counsel
in substantially the same form as denoted in Exhibit"B"for an annual amount not to exceed$110,000.00,
Account No. 120-80-625-5420-00-00-000, subject to approval of subsequent budgets.
Section 3. That a copy of the caption of this Resolution shall be spread upon the Minutes.
READ, ADOPTED AND APPROVED on this day of A.D., 2025,
at a Meeting of the City Council of the City of Port Arthur, Texas, by the following vote: AYES:
Mayor
Councilmembers ,
NOES: .
Charlotte M. Moses,Mayor
ATTEST:
Sherri 13ellard, City Secretary
APPROVED:
,
s-i=L
Krystle ler PAEDC nter►m ief Executive Officer
APPRO E AS TO
Guy N. Goodson, PAEDC Interim Attorney
APPROVED S TO F RM:
Roxann Pais Cotronco, City Attorney
#2498847 Page 2
APPRO AS TO AVAILABILITY OF FUNDS:
Cki4
Lyn a Boswell,Finance Director
#2498847 Pagc 3
EXHIBIT "A"
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EXHIBIT " B "
CONTRACT FOR RETENTION OF
GUY N.GOODSON AND KATE K.LEVERETT OF GERMER PLLC
AS LEGAL COUNSEL FOR THE
PORT ARTHUR 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 ("Germer") as legal counsel for the Port Arthur Economic Development
Corporation (the "EDC") in regard to the providing of professional legal representation for the period
beginning effective , 2025 through , 2028 (the
"Term"). The EDC by action of its Board of Directors may extend this legal service engagement for an
additional one(1)year period following the Term of this Contract unless terminated per Section XI of this
Agreement.
I. 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 per authorization by the Board of
Directors.
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.
II. 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 $300.00 per hour
Kate K.Leverett $300.00 per hour
Other Senior Attorneys $275.00 per hour
Associates $200.00 per hour
III.EXPENSES
Germer will incur expenses in handling legal representation for the EDC, with any such expenses
being those for which Germer 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.
IV.BILLING
Germer 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.
V.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.
VI. 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,Germer shall be required
to immediately contact the Executive Director or the Chair of the Board to discuss and resolve such conflict.
42496473 Page 2
VII.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.
VIII.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.
IX.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.
X. CONTRACT TERM
This Agreement shall become effective on , 2025 until
,2028.
XI.TERMINATION
It is understood that the contractual relationship between Germer and the EDC is an at-will
relationship, and the EDC may terminate this Agreement at any time upon thirty (30) days prior notice.
Upon receipt of a Notice of Termination,Germer shall immediately discontinue work under this Agreement
and thereafter only those legal services necessary to effectuate termination of representation or transfer to
another attorney may be performed, with all such services to be expressly authorized, in writing, by the
EDC.
Germer may also terminate its performance under this Agreement at any time or in the event Germer
reasonably determines that to continue to provide legal services under this Agreement would cause a
violation of law or any applicable provision of the Rules of Professional Conduct or would subject Germer
under applicable law to a risk of liability to any third party provided Germer otherwise is in compliance
with the terms of this Agreement.
It is agreed and understood that all files, reports, including documents, legal memoranda and
correspondence produced under this Agreement are the property of the EDC, and upon termination, shall
be forwarded to the EDC, at no expense to the EDC, as directed by the EDC. A copy of the information
may be retained by Germer at Germer's own expense.
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.
#2496473 Page 3
GERMER PLLC
By: LA
Guy N. Goodson
By:
Kate Leverett
PORT ARTHUR ECONOMIC DEVELOPMENT CORPORATION
SIGNED AND AGREED TO on the day of ,2025.
President Secretary
Witness Witness
42496473 Page 4