HomeMy WebLinkAboutPR 14102: GERMER GERTZ, L.L.P. P. R. No. 14102
04/19/07 updated gt
RESOLUTION NO.
A RESOLUTION PERTAINING TO GERMER GERTZ,
L.L.P. ACTING AS THE LEGAL COUNSEL FOR THE
CITY OF PORT ARTHUR SECTION 4A ECONOMIC
DEVELOPMENT CORPORATION
WHEREAS, pursuant to Resolution No. 05-117, the City Council
approved the retention by the Economic Development Corporation of
Germer Gertz; and
for
and
WHEREAS, the original written agreement with Germer Gertz was
the time period of April 2005 to April 2006, and has expired;
WHEREAS, pursuant to Resolution No's. 07-075 and 07-063, the
City Council approved the continued retention of Germer Gertz on an
interim basis; and
WHEREAS, the Board of Directors of the EDC has recommended a
new one year agreement with Germer Gertz; and
WHEREAS, the City Council removed from the March 20, 2007
agenda P.R. No. 14047 as to the legal services agreement, which
would give the EDC additional time to review the scope of the legal
services being provided, the costs thereof, and the staffing needs
of the EDC; and
WHEREAS, the CEO of the EDC has indicated that the EDC Board
of Directors has not authorized him to review alternatives, which
could possibly reduce the amount of legal matters being requested
to being reviewed, assist the coordination as to legal matters, the
z.prl4102 updated
timely completion of documents, and the overall cost of legal
services; and
WHEREAS, Germer Gertz has submitted a new legal services
agreement as denoted in Exhibit "A".
OF PORT ARTHUR,
Section 1.
true and correct.
Section 2.
Economic Development
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
TEXAS:
That the facts and opinions in the preamble are
That the City of Port Arthur Section 4A
Corporation is herein authorized to utilize
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 of , 2007, through , 2008.
Section 3. 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., 2007, at a Meeting of the City Council of
the City of Port Arthur, Texas, by the following vote: AYES:
Mayor '
Councilmembers '
NOES:
z.prl4102_updated
ATTEST:
MAYOR
CITY SECRETARY
APPROVED AS TO FORM:
(SEE CONFIDENTIAL MEMO APRIL 19,
2007
CITY ATTORNEY
z.prl4102updated
EXHIBIT "A"
CONTRACT FOR RETENTION OF
GUY N. GOODSON AND 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 and the law
firm ofGermer Gertz, L.L.P. ("GG") as legal counsel for the EDC in regard to the providing
of professional legal representation for the period beginning ~ 2007 through
,2008.
SCOPE OF SERVICES: GG would provide legal representation to the Board of
Directors of the EDC and collaborate with its Chief Executive Officer and staff and
coordinate matters as directed w/th the City Manager together with City of Port Arthur legal
staff. GG will perform the following duties as directed by the EDC acting by and through
its Board of Directors or as directed for authorization through the Chief Executive Officer of
the EDC as the duly authorized staffllaison with GG:
Drafting and/or reviewing contracts, leases, and other agreements concerning
the form and content of these documents and otherwise advising the Chief
Executive Officer and h/s staff in relation to contractual and economic
incentive agreements.
2. Reviewing procurement documentation and procedures.
3. Advising as to employment and persmmel matters.
4. Advising as to all local and state legislation affecting the EDC's operations.
Advising and representing the EDC as to legal proceedings, administrative
hearings, and to protect the EDC's interest regarding matters of litigation.
6. Working in conjunction w/th other EDC consultants.
Advising and representing thc EDC, as authorized, concerning any and all
legal matters affecting the EDC's operations, including being available to the
Chief Executive Officer and h/s staff on a daily basis.
It is understood that the above listing of anticipated legal representation is simply an
outline of those undertakings that are anticipated and does not represent an exhaustive
enumeration of all legal services that might be required. Further, GG understands that any
authorization to undertake legal services would be done only after appropriate authorization.
As directed by the Board of Directors, the undersigned legal counsel will attend
EDC meetings.
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 tkis file is as follows:
Guy N. Goodson
Other Senior Attys.
Senior Associates
Associates
$150.00 per hour
$150.00 - $200.00 per hour
$100.00 - $140.00 per hour
$ 80.00 - $100.00 per hour
Also, the undersigned would attempt at every avenue to have legal services
performed in the most cost efficient manner consistent with proper disposal of legal matters
taken on behalf of the EDC. Therefore, if work can be handled by an associate or a legal
assistant on a more time and cost effective basis, the undersigned would make such
recommendation with the approval of the Chiet'Executive Officer.
EXPENSES: GG will incur expenses m handling legal representation for the EDC,
with any such expenses being those for which GG actually advances funds. "Actaai
expenses" include, but are not lim/ted to, copying expenses, telephone charges, messenger
fees, mail and telefacshnile 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 officem, directors and employees; legal
research; factual investigations; preparation of' correspondence, agreements documents and
instruments as d/rected; 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 docannents; 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: GG further acknowledges and agrees that the EDC may
undertake the use of other attorneys for legal representation as may be determiued 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 Germer Gertz, L.L.P. for a period
of , 2007, through , 2008. The undersigned
acknowledges that notwithstanding the term of this engagement, that the EDC or the
undersigned can terminate this engagement upon the receipt of thirty (30) days prior written
notice of termination. Upon the expiration of this agreement and in the event that the EDC
has not secured other legal services, this agreement shall continue on a thirty (30) day by
thirty (30) day basis until a written notice of termination, from either EDC or the
undersigned, received thirty (30) days prior has been received.
If the preceding terms for the engagement of Guy N. Goodson and Germer Gertz,
L.L.P. as legal counsel for the EDC meets with your approval, please execute this contract
and return at your earliest convenience.
Guy N. Goodson
APPROVED by
Economic Development Corporation on the
on behalf of the Port Arthur
day of ,2007.
Port Arthur Economic Development Corporation
Print Name: