HomeMy WebLinkAboutPR 24995 AUTHORIZING THE CITY MANAGER TO AMEND THE CONTRACT WITH HOLLAND AND KNIGHT, LLP FOR LEGAL SERVICES RELATED TO AN INTERNAL REVENUE SERVICE (IRS) TAX DISPUTE P.R. No. 24995
08/26/2026 ht
RESOLUTION NO.
A RESOLUTION AUTHORIZING THE CITY MANAGER TO AMEND THE
CONTRACT WITH HOLLAND AND KNIGHT, LLP FOR LEGAL SERVICES
RELATED TO AN INTERNAL REVENUE SERVICE (IRS) TAX DISPUTE,
INCREASING CONTRACT FUNDING BY $10,000.00 FOR A NEW TOTAL
CONTRACT AMOUNT NOT TO EXCEED $35,000.00; FUNDING IS AVAILABLE
IN THE LAW DEPARTMENT'S PROFESSIONAL SERVICES - ACCOUNT NO.
001-05-013-5420-00-10-000.
WHEREAS, on September 15, 2025, the City Manager and City Attorney entered into an
agreement with Holland and Knight, LLP, attached hereto as Exhibit "A", for professional legal services
related to a tax dispute with the Internal Revenue Service (IRS) in an amount not to exceed $25,000.00;
and
WHEREAS, due to the complexity of the matter and the need for additional legal consultation and
expert analysis, increased funding is now required to fulfill the contemplated scope of work and to support
continued involvement of legal counsel; and
WHEREAS, as a result of these measures, additional funding in the amount of$10,000.00 is being
requested to cover the increased costs associated with this matter; and
WHEREAS, Section 252.022(a)(4) of the Texas Local Government Code provides the applicable
exception for the proposed expenditure.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
PORT ARTHUR,TEXAS:
Section 1. That the facts and recitals in the preamble are true and correct.
Section 2. That the City Council hereby authorizes the City Manager and/or the City Attorney
to amend the contract with Holland and Knight, LLP to increase the contract by an additional $10,000.00
for a new total contract amount not to exceed $35,000.00 in order to complete the required services and
bring the matter to a close.
Section 3. That funding is available in Law Department's Professional Services Account No.
001-05-013-5420-00-10-000.
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 September 2026, AD, at a Regular
Meeting of the City Council of the City of Port Arthur, Texas by the following vote:
•
AYES: Mayor:
•
Councilmembers:
NOES:
CITY OF PORT ARTHUR:
Charlotte M. Moses,
Mayor
ATTEST:
Christe Whitley Ned, TRMC
City Secretary
APPROVED AS TO FORM:
Roxann Pais Cotroneo, JD
City Attorney
APPRO D FOR AV LABILIT F FUNDS:
Lynda Boswell, .A., ICMA-CM
Director of Finance
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APPROVED FOR ADMINISTRATION:
rOpp„
Ronald Burton, CP
City Manager
•
Clifton° illiams, CPPB
Purchasing Manager
Exhibit "A"
CONTRACTS UNDER$25,000 PROCESSING FORM
DATE OF SUBMISSION: 9/15/2025
DEPARTMENT: Law Department
SUBMITTED BY: Huy Tran,Compliance Officer
eATURE
CONTRACT SUMMARY
COMPANY NAME Holland and Knight, LLP
COMPANY ADDRESS 1722 Routh Street,Suite 1500 Dallas,Texas 75201
COMPANY CONTACT Lee S. Meyercord
COMPANY CONTACT# (214)969-1700
EMAIL ADDRESS: Lee.Mevercord@hklaw.com
CONTRACT AMOUNT: Not To Exceed @$24,999.00
$7,999.00 in FY 2024/25
$17,000.00 in FY 2025/26(subject to budget appropiation)
FUNDING ACCOUNT#: PROFESSIONAL SERVICES-ACCOUNT NO.001-05-013-5420-00-10-000
SUMMARY Holland and Knight, LLP will represent the City of Port Arthur in connection
with the IRS Tax Dispute as provided in the attached letter.The term and rate
will be the same the previously approved under Resolution 19-012.
Finance Director a2.
Sig ature-Approved as to funds.
Purchasing Manager
CI
67
l Signature
Date submitted to City Attorney
City Attorney
Signature-Approved as to form.
(For use by City Secretary's Office only
ASSIGNED FILE NAME V v {-Li 1Gy1 9 cJ ie-N'1c\\,-- . LL P
SUBMITTED TO PURCHASING q ( { b"I0-ba
Holland & Knight
1722 Routh Street,Suite 1500 I T 214.969.1700 I F 214.964.9501
Holland&Knight LLP I www.hklaw.com
Lee S.Meyercord
+1 214-969-1315
Lee.Meyercord@hklaw.com
September 9, 2025
City of Port Arthur
Attn: Ms. Roxann Cotroneo
City Attorney
M 4th Street
Port Arthur,TX 77640
Re: Holland&Knight Scope Letter(IRS Dispute)
Dear Ms. Cotroneo:
Thank you for retaining Holland & Knight LLP to represent the City of Port Arthur in
connection with the IRS Tax Dispute. We appreciate the opportunity to work with you on this
matter.
The purpose of this letter is to confirm our engagement as counsel for this matter. The fees
and costs incurred by Holland & Knight LLP in handling this matter will be paid by the City of
Port Arthur and will be billed in accordance with the standard billing and collection policies which
have previously been negotiated and agreed upon between you and Holland & Knight LLP.
Specifically,with respect to this matter,Kate Minnich and I will be your primary contacts, and our
hourly rates will be billed at$500 and$600,respectively.
Sincerely yours,
H LLAND &KNIGHT LLP
Lee S. Mey rcord
LSM:mj EXECUTED this l S' day of Sg•kern Yjex , 2025.
CITY OF PO a"'� . U' TEXAS
By:
os
Ron Bu - , CP , City Manager
Atlanta I Austin I Birming p:m I Boston I Century City I Charlotte I Chattanooga I Chicago I Dallas I Denver I Fort Lauderdale
Houston I Jacksonville I Los Angeles I Miami I Nashville I Newport Beach I New York I Orlando I Philadelphia
Portland I Richmond I San Francisco I Seattle I Stamford I Tallahassee I Tampa I Tysons I Washington,D.C. I West Palm Beach
#527062190_v1 888031.15563
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P.R. No. 20633
01/04/19 vt updated
RESOLUTION NO. /g-s()Q
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.
r r r
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 1,c75
day of , 2019 AD, at
a Regular Meeting of the City Council of the City of Port Arthur, Texas by the following
vote: AYES: kundzwa
Mayor: dalima�
II
Councilmembers: 9?0/U1A31400,t
a/pc:P
Azvviik.
NOES: iiL
Derrick ord F eemdn, Mayor
ATTEST. /
erri'Bellard, City Secretary
APPROVED AS TO FORM:
„ A)
Valecia R. Tizeno ity Attorney
APPROVED FOR ADMINISTRATION:
Harvey o inson, Interim City Manager
EXHIBIT "A"
to
PR No. 20633
Holland & Knight
1100 Louisiana Street,Suite 4300 I Houston TX 77002 I T 713-821-7000 F 713-821-7001
Holland&Knight LLP I www.hklaw.com
Derrick M.Mitchell
713-244-8159
Derrick.mitchell a(�.hklaw.com
January 2, 2019
Ms. Valecia Tizeno
City Attorney
City of Port Arthur, Texas
414 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
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January 2, 2019
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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 Finn 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 Finn'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 ofthe Firm;
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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 Finn to accomplish our withdrawal from the representation. To the extent that Client
fails to sign such documents, Client authorizes the Finn 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 inus. Ilookforwardto 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
Approved this day of 2019.
By:
ient's Name
Client's Company
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