HomeMy WebLinkAboutPR 16674: RENEWAL OF CONTRACT FOR LEGAL SERVICES WITH GERMER GERTZ, LLP LAW FIRM BY EDC Interoffice
MEMORANDUM
To: Mayor, City Council, City Manager
From: Floyd Batiste, CEO =i!J
Date: October 6, 2011
Subject: P. R. No. 16674; Council Meeting of October 18, 2011
Attached is P. R. No. 16674 approving the renewal of a contract
for legal services with Germer Gertz, L.L.P. Law Firm by the City
of Port Arthur Section 4A Economic Development.
P. R. No. 16674
9/12/2011 kv
RESOLUTION NO.
A RESOLUTION APPROVING THE RENEWAL OF A
CONTRACT FOR LEGAL SERVICES WITH GERMER
GERTZ, L.L.P. LAW FIRM BY THE CITY OF PORT
ARTHUR SECTION 4A ECONOMIC DEVELOPMENT
CORPORATION
WHEREAS, the City Council of Port Arthur, per Resolution No. 05 -117 approved the
City of Port Arthur Section 4A Economic Development Corporation (the "PAEDC ") entering
into a contract with Germer Gertz, L.L.P. for professional legal services; and
WHEREAS, the PAEDC has continued to utilize the legal services of Germer Gertz,
L.L.P.; and
WHEREAS, the contract renewal with Germer Gertz, L.L.P. for November 1, 2011
through October 31, 2012 as denoted in Exhibit "A ", was approved by the Board of Directors of
the PAEDC at their September 6, 2011, regular Board meeting.
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 the renewal of a contract with Germer Gertz,
L.L.P. by the PAEDC so long as their hourly rates do not exceed the rates as denoted in Exhibit
"A" 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., 2011,
at a Meeting of the City Council of the City of Port Arthur, Texas, by the following vote:
AYES:
Mayor
Councilmembers
NOES: •
Deloris "Bobbie" Prince, Mayor
ATTEST:
Sherri Bellard, Acting City Secretary
APPROVED:
Floyd Batiste, PAEDC CEO
APPROVE P • TO FORM:
Guy N. Goodson, P • Attorne
APPROVED AS TO FORM:
Valecia R. Tizeno, City Attorney
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APPROVED AS TO FORM:
7/41 / City Att�� ney 1
EXHIBIT 44
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1
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 firm 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, 2011 through October 31, 2012.
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 directed 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 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. 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 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.
GG 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, GG shall charge 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 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.
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 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 of Germer Gertz, L.L.P. for a period of November 1, 2011, through October 31,
2012. 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.
GERMER GERTZ, L.L.P. II
By:
Guy N. Goodson
CITY OF PORT ARTHUR SECTION 4A
ECONOMIC DEVELOPMENT CORPORATION
SIGNED AND AGREED TO on the day of , 2011.
President Secretary
Witness Witness
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