By Benjamin Wermund
Originally published Dec. 14, 2015
As conflict roiled the upper reaches of Houston Community College early last year, the institution’s board chairman, Neeta Sane, told her fellow trustees during a closed-door session that they needed to hire an outside lawyer to negotiate a contract for an incoming chancellor.
The attorney, Vidal Martinez, would come to do much more and earn a total of $200,463 in legal fees working both for the board and, later, HCC’s administration – though no vote or discussion of Sane’s decision to hire him ever took place in public.
In addition to his work on the contract for Cesar Maldonado, who became HCC chancellor in May 2014, Martinez was asked to help bring an end to an investigation of a board member who described him as a “friend.” And he gathered information that was used in HCC’s costly and controversial firing of Renee Byas, the college’s longtime general counsel who, at the time of her termination, was critical of board decisions and was talking to the FBI about what she considered corruption in HCC’s contracting.
Sane said in a sworn deposition in a successful whistleblower suit later filed by Byas that she and her board colleagues reached a “consensus” in the executive session to hire Martinez to negotiate the new chancellor’s contract, among other things. Sane, who remains on the board but is no longer chairman, did not respond to a request for comment for this story.
HCC officials separately denied that hiring Martinez behind closed doors was improper, noting that one college policy gives the chairman authority to hire an attorney without a public vote, as long as the attorney’s work on any one project doesn’t cost more than $75,000.
Martinez was paid $13,000 for his work for Sane before being shifted to work for the administration last summer, according to his billing statements and emails obtained by the Chronicle.
But some trustees said the “consensus” wasn’t clear and that they hadn’t agreed to give him such a broad range of assignments.
“She just kind of ramrodded it through,” Trustee Dave Wilson said of the way Sane built her “consensus.”
In emails written at the time, other trustees appeared blindsided to later learn that Martinez was given a list of additional assignments – including working with the lawyers handling the internal probe.
Texas open meetings experts said that the board’s decision to hire an attorney behind closed doors may have violated the state’s Open Meetings Act.
“If they reached a consensus and took action in executive session, they violated the open meetings law,” said Joe Larsen, a Houston attorney who is also a member of the Freedom of Information Foundation of Texas. “It doesn’t matter that they didn’t take a formal vote.”
Martinez’s firm, Martinez Partners LLP, billed the college for $200,463 in work between April 21, 2014, and Sept. 1, records show. But those records were heavily redacted, making it difficult to determine precisely what assignments Martinez was given, or how much he was paid for the work he performed.
In response to questions about the closed-door hiring, HCC’s current board chair Zeph Capo said he has asked Jarvis Hollingsworth, the board’s current attorney, to draft new policies to require a public vote on professional contract matters.
“Don’t get me wrong – I have no reason to believe there was anything wrong with the way it was handled and I firmly believe that Vidal Martinez did excellent work for the college,” Capo said. “However, I am always going to err on the side of transparency and I would rather those types of agreements be brought back out to the public.”
Martinez’s engagement letter, signed by Sane on May 8, 2014, gave him two specific tasks: to negotiate the chancellor’s contract and help prepare an evaluation. But it also included a broad final item: to work on “special projects for the board.”
One of tasks involved an investigation into alleged corruption on the board by the law firm Gardere Wynne Sewell LLP, previously hired by HCC. The probe focused on whether Carroll Robinson, a trustee, had approached an HCC contractor and tried to steer HCC-related business to a friend. The law firm eventually found no wrongdoing by Robinson.
But in June, when Martinez began work on the investigation, which many trustees felt had lasted too long and was becoming too costly, the law firm’s lead investigator, Mike Stafford, raised a red flag to Sane about a potential conflict of interest: Martinez and Robinson knew each other well.
The two men, both attorneys, worked together on a redistricting lawsuit against the city of Houston in 2011. Robinson later described Martinez as “a friend” in a deposition.
“I trust you see the problem,” Stafford wrote in a June 6 email to Sane, obtained by the Chronicle. “We have a reasonable basis to believe that a legal and ethical conflict may exist. We are unwilling to risk compromising the mandated independent nature of our investigation.”
Martinez said he was only tasked with helping the firm’s investigators get documents to complete their investigation because they had complained of being stonewalled by the college. He said he worked on the issue for four days and never dealt with them again.
Martinez said he was no closer to Robinson than many other attorneys in Houston. Martinez is a well-known Houston attorney who has served as a federal prosecutor and as a Port of Houston Authority commissioner. He has also represented multiple past HCC chancellors in negotiations with the board.
Martinez wrote a lengthy response to Stafford on June 6, 2014, denying any conflicts.
“When you make allegations tantamount to ethical and legal conflicts, you should try to be less careless and unprofessional – as your email disparaging me intentionally showed,” Martinez wrote in the email, which he provided to the Chronicle. “Finish your investigation and let HCCS move on one way or the other.”
Stafford “called me to calm things down,” Martinez said in an interview. “Then I never heard from them again.”
Gardere Wynne Sewell published its findings in July 2014. There was no reliable evidence, the law firm concluded, that Robinson improperly tried to help a close friend’s company land part of a multimillion-dollar construction contract. Robinson subsequently left the board in 2015 and made an unsuccessful run for city controller.
Shortly after Sane hired Martinez, he began collecting documents related to Byas’ position at the college, including her contract and an agenda for the meeting at which the board had approved her contract, records show. Byas had served for six years as HCC’s top attorney before being named acting chancellor in 2013, after a former chancellor fell terminally ill.
The board hired Maldonado as chancellor in May 2014. Byas said in court documents in her whistleblower lawsuit that she immediately tried to raise her concerns to him about alleged corruption and conflicts of interests among trustees – including in a meeting with the new chancellor and Martinez in May.
Byas was put on leave weeks later, on June 6, 2014, and then fired for what Maldonado said was insubordination.
Following her termination, Byas filed her whistleblower suit, alleging she was fired by Maldonado at the board’s behest for telling the FBI about corrupt practices in HCC contracting.
HCC settled the lawsuit in August, agreeing to pay Byas $500,000, plus $350,000 in legal fees. As part of the settlement, Maldonado wrote her a letter of reference, which says: “Byas was dedicated to HCC, and I observed that she always had HCC’s best interests in mind.”
Byas contended in court records as part of her lawsuit that Martinez was tasked with “engineering” her firing.
Martinez denies her allegation. He says he collected the same information on all of the college’s top administrators for the new chancellor and was looking at the validity of the contracts, including Byas’. Martinez said he played no role in the decision to fire Byas.
“Renee Byas got herself fired,” Martinez said. “No one engineered her firing, and I had very little to do with it.”
After Byas was put on leave, Maldonado, the new chancellor, gave Martinez some of her responsibilities, records show. In an email sent June 17, Maldonado wrote to the trustees:
“Based on the volume of work, the experience required for the work, and the weak state of our Office of General Counsel, I ask that I be allowed to engage Mr. Martinez as counsel for HCC System special projects.”
Those projects, Maldonado wrote, included work on the bond package and “continuing personnel matters,” among other things.
Maldonado’s decision to give Martinez such an expanded role rankled some trustees, who still thought Martinez had been hired mainly to negotiate the chancellor’s contract. They began questioning why he was doing more work. On June 14, when the board met in another executive session, multiple trustees expressed concerns over Martinez’s growing list of responsibilities.
Trustee Sandie Mullins Moger responded to the new chancellor’s email following that meeting.
“This notice of Vidal’s continued role seems counter to the board’s discussion on Saturday,” she wrote. “I am uncomfortable with your explanation & what appears to be an expansion of Vidal’s role. I understand HCC is in transition. Vidal has no expertise with bond work.”
Martinez was present at Byas’ administrative hearings that followed, where former Texas Supreme Court Chief Justice Thomas Phillips, who served as the hearing officer, eventually sided with Byas, ruling that HCC didn’t have grounds to fire her.
“I am not persuaded that Ms. Byas’ admitted attempts to discuss ongoing corruption investigations with the Chancellor-designate in April and May 2014 constituted, in whole or in part, good cause for termination,” Phillips wrote.