Application to Employ Special Counsel for ERTC Matters — In re Express Grain Terminals, LLC

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An Application to Employ Special Counsel for ERTC Matters filed September 6, 2022 as Doc 2963 by Express Grain Terminals, LLC, the Chapter 11 debtor in Case No. 21-11832-SDM, in the United States Bankruptcy Court for the Northern District of Mississippi. The Debtor, which filed its petition on September 29, 2021, asks to employ Dallas, Anthony & Jeffords, PLLC and Rawlings & MacInnis, P.A. to calculate the Employee Retention Tax Credit and deliver the documents to the Internal Revenue Service. The attached Client Services Agreement sets a 20% contingency fee based on the actual amount received for the tax credits. In the attached affidavit, Jeff Rawlings discloses a prior representation of Guaranty Bank and Trust Company in the case, to which the Debtor and the bank consented.

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Case 21-11832-SDM Doc 2963 Filed 09/06/22 Entered 09/06/22 17:03:17 Desc Main
Document Pagei1of8

IN THE UNITED STATES BANKRUPTCY COURT
NORTHERN DISTRICT OF MISSISSIPPI

IN RE: EXPRESS GRAIN TERMINALS, LLC! CHAPTER 11
Debtor CASE NO. 21-11832-SDM

APPLICATION TO EMPLOY SPECIAL COUNSEL FOR ERTC MATTERS

COMES NOW Express Grain Terminals, LLC (the “Debtor”) and files this its Application
to Employ Special Counsel for ERTC Matters, and in support thereof, would show unto this
Honorable Court the following, to-wit:

1. On September 29, 2021, the Debtor herein filed with this Court its Voluntary Petition
for bankruptcy under Chapter 11 of the Bankruptcy Code (the “Petition”).

2. This Honorable Court has jurisdiction of the subject matter herein and the parties
hereto pursuant to 28 U.S.C. §§ 157 and 1334; 11 U.S.C. §§ 105, 364, 541, 1107 and related statutes,
rules and various orders of reference. This is a core proceeding.

3. In order to facilitate the prudent performance ofits duties and the successful operation
of its affairs under this Chapter 11 proceeding, the Debtor requires the services of Dallas, Anthony
& Jeffords, PLLC, 213 Katherine Drive, Flowood, Mississippi 39232, and Rawlings & MacInnis,
P.A., P.O. Box 1789, Madison, Mississippi 39130 (the “Law Firms”), to act as its special counsel
in gathering application information and conduct the analysis necessary to calculate the Employee
Retention Tax Credit (“ERTC”) as well as delivery of the necessary documents to the Internal
Revenue Service to apply for such federal tax credits on behalf of the Debtor. The work being
performed by the Law Firms, and their compensation, is more particularly described in the Client

Services Agreement, a copy of which is attached, incorporated by reference and marked as Exhibit

Jointly administered with Jn re Express Biodiesel, LLC, Case No. 21-11834-SDM, and In re Express
Processing, LLC, Case No. 21-11835-SDM.
Case 21-11832-SDM Doc 2963 Filed 09/06/22 Entered 09/06/22 17:03:17 Desc Main
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SA”.

4. The Law Firms are experienced in, and are familiar with, the work being performed
and are fully qualified to represent the interests of the Debtor therein.

5. The Debtor is informed and believes that the Law Firms have the appropriate skills
and expertise needed to serve as the Debtor’s special counsel in the connection with the ERTC. The
Law Firms have agreed to perform these services on a contingency fee basis which is more
particularly described in Paragraph 8 of the Client Services Agreement attached hereto as Exhibit
“A”,

6. As set forth in the Affidavit of Jeff Rawlings (“Mr. Rawlings”), attached,
incorporated by reference and marked as Exhibit “B”, both Mr. Rawlings and the Law Firms are
“disinterested persons” as contemplated by the applicable statutory authority under which they are
to be employed and applicable Bankruptcy Rules. Mr. Rawlings has disclosed his prior
representation of Guaranty Bank and Trust Company in this case; both the Debtor and Guaranty
Bank and Trust Company have knowingly consented to this representation of the Debtor and agree
Mr. Rawlings may be engaged as special counsel.

7. Representatives for the Debtor have discussed with the Law Firms their availability
to be employed as the Debtor’s special counsel and to perform the services required by this estate,
For the foregoing and all other necessary and proper purposes, the Debtor desires to retain the Law
Firms as its special counsel.

8. Other grounds to be assigned upon a hearing hereof.

WHEREFORE, the Debtor requests that it be authorized to employ Dallas, Anthony &
Jeffords, PLLC and Rawlings & Maclnnis, P.A. as its special counsel to render services and to be
compensated as described herein. The Debtor prays for general relief.
Case 21-11832-SDM Doc 2963 Filed 09/06/22 Entered 09/06/22 17:03:17 Desc Main
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THIS, the GY day of September, 2022.
Respectfully submitted,
EXPRESS GRAIN TERMINALS, LLC

By Its Attorneys,

LAW OFFICES OF CRAIG M. GENO, PLLC

Craig M. Geno

OF COUNSEL:

Craig M. Geno; MSB No. 4793

LAW OFFICES OF CRAIG M. GENO, PLLC
587 Highland Colony Parkway

Ridgeland, MS 39157

601-427-0048 - Telephone

601-427-0050 - Facsimile

cmgeno@cmgenolaw. com

N:\Firm Data\Uscrs\Bankrupt\Exp Grain Terminals, LLC\Pleadings\Employ\Special Counsel - DA&J, R&M\Application.wpd

CERTIFICATE OF SERVICE

I, Craig M. Geno, do hereby certify that I have caused to be served this date, via Notice of
Electronic Filing, a true and correct copy of the above and foregoing instrument to:

Abigail M. Marbury, Esq.
abigail.m.marbury@usdoj.gov

THIS, the Ls v day of September, 2022. rs

Craig M. Geno
Case 21-11832-SDM Doc 2963 Filed 09/06/22 Entered 09/06/22 17:03:17 Desc Main
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IN THE UNITED STATES BANKRUPTCY COURT
NORTHERN DISTRICT OF MISSISSIPPI

IN RE: EXPRESS GRAIN TERMINALS, LLC CHAPTER 11
Debtor CASE NO. 21-11832-SDM

EXHIBIT “A”
Case 21-11832-SDM Doc 2963 Filed 09/06/22 Entered 09/06/22 17:03:17 Desc Main

CLIENT SERVICES AGREEMENT

This Agreement dated , 2022, (“Effective Date”) between Dallas, Anthony
& Jeffords, PLLC, (“DA&J”) 213 Katherine Drive, Flowood, Mississippi 39232, and the
undersigned party (“Client”). Client and DA&] is referred to herein from time to time
individually as “Party” and collectively as “Parties”

DA&J will work with Client to:
1. Identify qualified locations and employees for Employee Retention Tax Credit (“ERTC’).

2. Gather applicable information and conduct the analysis necessary to determine the qualified
work locations and employees eligible for the ERTC.

3. Calculate credits based upon data received and reviewed.

4. Prepare and deliver credit package to client with any applicable supporting schedules for
any Credits that are available during the term of this agreement.

5. This Agreement shall be for calculation of the ERTC and delivery of the necessary documents
to the Internal Revenue Service to apply for such federal tax credits. This Agreement shall
remain in force for one (1) year from the effective date.

6. Either party may terminate this Agreement if the other party has materially breached the
Agreement, provided that the party claiming breach must give the other party at least 30 days
prior written notice to cure the breach before terminating this Agreement. Upon
termination, Client shall be obligated to immediately pay all invoices on completed work
and for work in progress upon receipt of the invoice. This paragraph shall survive the
termination of this Agreement.

7. DA&J is not a tax preparer and disclaims any and all responsibility for preparation of
Client's federal and/or state tax returns except those documents filed in connection with the
tax credits related to the services described herein.

8. Client shall pay DA&J a 20% contingency fee based on the actual amount received for tax
credits related to the services described herein.

9. The contingency fee does not apply to any interest calculated by the IRS and applied to
the credit amounts.

10. Client will be invoiced when the tax credit package is delivered to the Internal Revenue Service.
Invoices are due when the client receives payment from the Internal Revenue Service. This
paragraph shall survive termination of this Agreement. DA&J stands behind its work and
will fully defend the client at no additional fee in the event of an IRS audit pertaining to the
Employee Retention Tax Credits prepared and certified by DA&J.

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Case 21-11832-SDM Doc 2963 Filed 09/06/22 Entered 09/06/22 17:03:17 Desc Main
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11. All Client Data provided to DA&J shall be deemed Confidential Information.

12. Any notice required or permitted under this Agreement will be deemed to have been given
when personally delivered, deposited with a nationally recognized courier, or sent by registered
or certified US mail, return receipt requested, postage prepaid, to the other Party at the address
set forth at the beginning of this Agreement.

13. This Agreement shall be governed by the laws of the State of Mississippi. Disputes will be settled
by arbitration under the Rules of the American Arbitration Association.

IN WITNESS WHEREOE the Parties have caused this Agreement to be executed as of the date
first written above.

PUL PLLC Client

213 Katherine Drive
Flowood, MS 39232

Company EIN (tax ID number)

Referring Law Firm:

Rawlings & MacInnis, P.A. By (Signature)
Printed Name
Rawling: |
ie Box 1789
Madison, MS 39130 Title
Office: 601-898-1180
Email: jeff@rawlingsmacinnis.net

Street Address
Phone
Email

Page 2 of 2
Case 21-11832-SDM Doc 2963 Filed 09/06/22 Entered 09/06/22 17:03:17 Desc Main

IN THE UNITED STATES BANKRUPTCY COURT
NORTHERN DISTRICT OF MISSISSIPPI

IN RE: EXPRESS GRAIN TERMINALS, LLC CHAPTER 11
Debtor CASE NO. 21-11832-SDM

EXHIBIT “B”
Case 21-11832-SDM Doc 2963 Filed 09/06/22 Entered 09/06/22 17:03:17 Desc Main
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IN THE UNITED STATES BANKRUPTCY COURT
NORTHERN DISTRICT OF MISSISSIPPI

IN RE: EXPRESS GRAIN TERMINALS, LLC CHAPTER 11
Debtor CASE NO. 21-11832-SDM
AFFIDAVIT

PERSONALLY APPEARED BEFORE ME, the undersigned authority, in and for the
jurisdiction aforesaid, Jeff Rawlings (the “A ffiant”), of Rawlings & MacInnis, P.A., P.O. Box 1789,
Madison, Mississippi 39130, who after having been by me first duly sworn, stated on oath that this
Affidavit is submitted in support of the Application to Employ Special Counsel for ERTC Matters
(the “Application”), that the Affiant represents no interests adverse to the Debtor or the estate and
matters upon which the Law Firms are to be engaged, and their employment would be in the best
interest of this estate. To the best of Affiant’s knowledge, the Law Firms have no connection with

. the Debtor, the creditors herein, with any other party-in-interest or their respective attorneys and
accountants, or with the office of the U. S. Trustee, or its employees, which are prohibited, which
would interfere with or hinder the performance of the Law Firms’ duties herein, or which need to
be described herein except that Mr. Rawlings has disclosed his prior representation of Guaranty Bank
and Trust Company in this case; both the Debtor and Guaranty Bank and Trust Company have
knowingly consented to this representation of the Debtor and agree Mr. Rawlings may be engaged
as special counsel.

The Affiant hereby makes application for employment as special counsel to the Debtor.

STATE OF MISSISSIPPI
COUNTY OF

SWORN TO AND SUBSCRIBED BEFORE ME, this the bt) day of Septerilee, 0622,.


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