HomeMy Public PortalAboutC-16-017 - GREENBERG TRAURIG - CRA Special Counsel Engagement, Amendment No. 4MGreenbergTraurig
Curtis B. Toll
Tel 215 988 7804
Fax 215 717 5241
TollC@gtlaw com
August 9, 2017
v
VIA EMAIL
John S. Raymond
Executive Director
Carson Reclamation Authority
701 E. Carson Street
Carson, CA 90745
Re: Special Counsel Engagement, Amendment No. 4.
Dear John:
Thank you for agreeing to engage Greenberg Traurig, LLP ("GT" "we" or "us") as your
attorneys. This letter amends, modifies and supplements our special counsel engagement letter;
Amendment No. 3 dated March 29, 2017. We appreciate the opportunity to provide legal
services to Carson Reclamation Authority ("you" or "Client(s)").
1. Our Agreement. This letter sets forth the terms and conditions by which our
firm will represent you. It, together with our attached Billing Policies, constitutes the retainer
and engagement agreement (the "Agreement") between you and GT. This is our only agreement
for this engagement.
If this Agreement is acceptable, please sign and return a copy to me at your earliest
convenience; the original is for your files. While we request a signed copy of this Agreement for
our records, this Agreement will constitute and state the contract between us if and when we
begin rendering any services and such services are accepted.
2. Scope of Engagement:
a. The engagement and matter. Our representation of Client will include
only advice and counsel to Client with respect to those matters set forth on Exhibit A attached
hereto (the "Scope of Work"). You and we may agree to limit or expand the scope of the Scope
of Work, but that will occur and be effective only if agreed in writing by both of us, with a
specific mutual understanding as to the nature and scope of any such further services. Further,
we or another affiliate of GT and you or one of your affiliates may also agree upon other or
further representations by GT. If that occurs, unless otherwisc agreed in writing, this Agreement
will also apply to and govern such other or further representations.
b. The client. The client for this engagement is Client. Because of the
proliferation of entities partially or wholly owned or owning other entities, and the confusion and
problems this creates vis-a-vis potential ethical and business conflicts of interest, GT does not
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John S. Raymond
Engagement of GT
August 9, 2017
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and will not regard an affiliate of a client entity (i.e., parent, subsidiary or other entity or other
entity partially or wholly owned by or owning it) or a person owing or connected with the client
(e.g. officers, director, member, partner, shareholder, owner, employee, etc.) other than the City
of Carson, Carson Redevelopment Agency, Carson Finance Authority, Carson Financing
Districts Nos. 2012-1 and 2012-2 and Carson Housing Authority as a client of GT for any
purpose unless a client -lawyer relationship has been established by an express written
understanding as to that mater and that specific entity or person. Similarly, GT will not regard a
representation that is adverse to such an affiliate or person as adverse to the client being
represented by GT under this Agreement (or any other matter to which it applies). Accordingly,
if there is such an affiliate or person that you wish GT to regard as a client for conflict purposes,
please specify it or him her before you and we sign this Agreement; if such entity or person is
not expressly accepted by us in writing as a client, it or she will be a client.
C. Nature of services. We will provide only legal services in connection
with this engagement. We are not providing, and you will not look to GT or rely on GT for,
business, investment, insurance, accounting or other such non -legal services, including without
limitation advice, decisions, investigation (e.g. as to the character or credit of persons with whom
you may be dealing) or other such non -legal services. Further, our acceptance of this
engagement and representation of you is not an undertaking or acknowledgement that GT is or
will be your general counsel or advisor, or that GT is representing you or will represent you or
your interest in any matter other than the Scope of Work or as otherwise described above.
3. Conflicts. With the exception to the provisions related to our existing
representations with various clients set forth in Section 4 below, this Agreement confirms:
GT has no present or contemplated employment which is adverse to the Client. GT
agrees that it shall not represent clients in matters either litigation or non -litigation against the
Client. GT will disclose the undertaking of this representation to such parties as required by the
Rules of Professional Responsibility.
Subject to the terms of Section 4 below with respect to the prior representation of Carson
Holdings, LLC, GT may have past and present clients or may have future clients, which, from
time to time, may have interests adverse to Client, and GT shall have the right to represent such
clients in matters not connected with its representation of Client. If, however, a conflict of
interest arises in GT's representation of another client and GT's representation of Client in the
Scope of Work, GT shall seek waivers from each client with regards to such representation or
shall withdraw from representing either client in the matter adverse to Client.
It is understood and agreed to that GT's representation is for the Scope of Work and the
specific purposes set forth in Section 2 above. The parties are informed and believe that no
actual conflict(s) of interests exists as of the time of executing this Agreement. The parties have
thereby waived any conflict(s) of interests. If actual conflict(s) of interest later arise, including
without limitation, in connection with GT's engagement for Carson Holdings, LLC, this
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John S. Raymond
Engagement of GT
August 9, 2017
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Agreement shall be terminated and GT and Client agree that GT may continue to represent its
existing clients other than Client.
4. Representation of Carson Holdings. Tetra Tech, Inc. and Carson Holdings,
LLC. We were previously retained to represent Carson Holdings, LLC ("Carson Holdings")
with respect to insurance matters, including the Scope of Work.
a. No conflict. Based on the facts currently known to us, we see no actual
conflict between you and Carson Holdings with respect to the Scope of Work and have
determined that we can adequately represent the interests of each client provided that, as we have
been advised, each client has knowingly consented.
[i] While we see no current conflict in your respective positions, your interest
may diverge in the course of the representation or facts may come to light suggesting an
actual or potential conflict between you with respect to the matters in controversy. If that
occurs, we will bring the actual or potential conflict to your attention; and we ask that
you do the same if you become aware of facts or circumstances that suggest that to you.
If such occurs, we will discuss the conflict or potential conflict with you as well as
whether a waiver of the conflict may be possible to allow us to continue the
representation. If the circumstances do not permit such a waiver or if you are unwilling
to give such a waiver, we will be compelled to terminate the representation of Client.
[ii] You previously consented to GT's prior representation of Carson I Ioldings
with respect to the Scope of Work. GT no longer represents Carson Holdings with
respect to the Scope of Work and Carson Holdings has consented to our ongoing
representation of Client in this regard.
[iii] During the course of our representation , we will send invoices for our fees
and expenses to Client. Client shall be responsible for payment for any fees or expenses
associated with work that is the subject of this Agreement. GT will provide task budgets
and periodic updates of the same to Client upon request.
[iv] GT has in the past and continues to represent Tetra Tech, Inc. ("Tetra
Tech") in matters unrelated to the Scope of Work. GT will not be adverse to Tetra Tech
in any dispute resolution proceeding or litigation between the Client, Carson Holdings or
the, JPA, respectively, and Tetra Tech. In the event such a dispute arises, GT will
continue to represent Client with respect to the Scope of Work.
[v] GT has in the past represented Carson Marketplace, LLC (`'Carson
Marketplace") in connection with the Scope of Work. GT retains the right to represent
Carson Marketplace in the future with respect to the AIG Policy and other pollution
liability policies on which Carson Marketplace is a Named Insured and Client hereby
consents to such representation.
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GREENBERG TRAURIG LLP ■ ATTORNEYS AT LAW ■ WWW GTLAW-COM
John S. Raymond
Engagement of GT
August 9, 2017
Page 4
5. Staffing. I will be the attorney principally responsible in and for this engagement.
At present, we expect to include and enlist the assistance of other lawyers, generally associates
and paralegals. That may change and additional or different attorneys and paralegals may
participate or replace others in this engagement, depending on the circumstances during the
engagement, as to the Scope of Work.
If there are changes in staffing, you will be advised; and, of course, if you wish different
persons to be involved, we will discuss that with you to attempt to assure that you are satisfied
with the staffing.
6. Fees and Expenses. Solely for the purpose of this Amendment No. 4, the
compensation schedule is included in Exhibit A, Scope of Work. All other rates for my time or
GT services are included in Exhibit A of Amendment No. 3, which pertains to legal project
management work.
7. Termination of Representation. Subject to any limitations imposed by court or
the applicable Ethics Rules, GT or you may terminate this engagement and our representation at
will. That includes without limitation termination pursuant to and in accordance with the
attached Billing Policies.
Otherwise, our engagement and attorney client relationship will terminate automatically
upon the completion of our services for the Scope of Work.
S. Miscellaneous:
a. Binding effect. This Agreement is personal to us and is not assignable by
either of us without the written consent of the other.
b. Modification. This Agreement may not be changed, amended, or
otherwise modified, in whole or in part, except by a writing executed by all parties to this
Agreement. No unilaterally proposed or announced change, supplementation, interpretation,
guideline or other statement or pronouncement (by either GT, you or anyone else), whether
inconsistent with any provision of the Agreement or otherwise, will be effective or binding or
will otherwise suffice to modify or add to this Agreement unless accepted in writing by the other
of us and/or, as applicable, any other person or entity sought to be bound by or otherwise
affected by it.
C. No waiver. No waiver of any of the provisions of this Agreement
(including without limitation the Billing Policies) will be effective or binding unless made in
writing and signed by whoever is claimed to have given the waiver.
d. Partial invalidity. If any provision of this Agreement is found to be
unenforceable, invalid, or illegal, it shall be interpreted in such manner as to be enforceable,
valid and legal to the maximum extent possible to fulfill the intent of such provision. The
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John S. Raymond
Engagement of GT
August 9, 2017
Page 5
validity or enforceability of the remainder of the Agreement shall not be affected by the
invalidity or unenforceability of any provision.
e. Entire asreement, etc. This Agreement contains and sets forth the entire
agreement between us, and supersedes any and all prior or other agreements or understandings
(written and oral) that may exist or have existed as to this engagement and the Scope of Work.
Neither of us has relied on any representation, warranty or other statement or promise concerning
this engagement and the Scope of Work which is not stated in this writing.
f. Governing law, etc. This Agreement shall be construed and interpreted
both as to validity and performance of the parties in accordance with the laws of the State of
California. In the event of any dispute hereunder, forum shall be the Superior Court, Los
Angeles County.
g. Headings. The headings on paragraphs and subparagraphs of this
Agreement are for convenience only, and shall have no effect other for convenience of reference.
h. Effectiveness and execution. Except for those provisions expressly
calling for execution or as may be required by law or ethical rules, this Agreement will become
effective and govern this engagement and our relationship as to it and the Scope of Work,
whether or not it is executed, upon our rendering of any services for you as to the Scope of
Work.
Nevertheless, we do ask that you execute and return this Agreement for our records, and
that you also keep it in and for your records. In that regard, this Agreement may be executed in
any number of counterparts, each of which shall be deemed to be an original and all of which
shall constitute together one and the same instrument. Electronic, PDF and facsimile signatures
shall be as effective as original ink signatures.
i. Errors and Omissions Insurance. The California Business &
Professions Code requires us to inform you whether we maintain errors and omissions insurance
coverage applicable to the services to be rendered to you. We hereby confirm that GT does
maintain such insurance coverage.
j. Indemnification. GT agrees to indemnify Client, its officers, employees
and agents against, and will hold and save each of them harmless from, any and all actions, suits,
claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or
liabilities (herein "claims or liabilities") that may be asserted or claimed by any person, firm or
entity arising out of the work, operations or activities of GT, its agents or employees, which
claims arise from the acts or omissions of GT in the performance of or failure to perform any
term, provision, covenant or condition of this Agreement, except to the extent such claims or
liabilities arises from the negligence or willful misconduct of Client, its officers, agents or
employees.
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John S. Raymond
Engagement of GT
August 9, 2017
Page 6
If the foregoing accurately states our Agreement, please countersign and return a copy of
this letter with your retainer payment to so indicate and confirm your assent to its terms. For
your convenience, we have enclosed a self-addressed, stamped envelope.
ACCEPTED AND AGREED WITH
CONSENTS AND WAIVERS GRANTED:
CARSON kFVLAMATI0N1J4]THORITY
bert Roble , Mayor
Date/
B �4
Y
6hnx c tive Director
NMI Dated:
REVIEWED AND APPROVED BY:
Very truly yours,
GREENBERG TRAURIG, LLP
By:
Curtis B. Toll
ALESHIRE & WYN R, LLP
By: .1 Q•G � �� G�
Sunny Solt i, Esq.
Dated: S 1
Enclosure
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GREENBERG TRAURIG. LLP a ATTORNEYS AT LAW ■ WWW GTLAW COM
ATTEST:
City, of so r -—T oia
BY (�
TITLE NeI�
DATE 3
BILLING POLICIES
Introduction
We look forward to doing business with you. This document outlines our standard
billing practices.
Fees
Our fees are based on the time required to handle the matter at our normal individual
lawyer/paralegal hourly rates. The rates of our lawyers and paralegals are subject to change.
Any new rates would be implemented immediately after they are adopted and would apply to
services rendered after the effective date thereof.
Whenever appropriate and consistent with the proper representation of our clients, we
may use paralegals, junior attorneys, contract attorneys and staff members in order to minimize
the impact of the hourly rates of the more senior attorneys. We believe the utilization of junior
attorneys, paralegals or staff members, in consultation with and under supervision of more
experienced attorneys in the Firm as appropriate, may enable us to maintain economically and
efficiently the high quality of our legal representation, while permitting us to both avoid
sacrificing the quality of our work for lower fees and to avoid assigning senior attorneys tasks
which can be performed efficiently by junior attorneys, paralegals or other staff members.
We will charge for all time spent representing your interests, including, by way of
example, telephone and office conferences with you or your representatives, co -counsel,
opposing counsel, fact witnesses, consultants (if any), and others; conferences among our legal
and paralegal personnel; participation in discovery; factual investigation; legal research;
responding to your requests for us to provide you or your representatives with additional
information; responding to clients' requests to provide information to auditors in connection with
reviews or audits of financial statements; preparation of letters, pleadings, and other documents;
and attendance at depositions, hearings, mediations, closings, trials, or other proceedings; and
travel (both local and out of town). Hourly charges will not be applied to time spent on out-of-
town travel. No first-class travel will be billed to Client.
Costs and Expenses
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. You will be responsible for all reasonable charges that we
incur in the course of this representation and will be responsible for reimbursing us for any actual
costs advanced on your behalf. Greenberg is committed to remaining at the cutting edge of
modern computer and communications technology so as to provide our clients with optimum
competitive advantage and technological efficiencies. Our charges include, but are not limited to
reasonable travel (not first-class), 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.
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Expenses of Outside Contractors
Generally, expenses of outside contractors, such as court reporters, surveyors, title
companies, will be directly billed or directed to the client pursuant to retainers in which payment
and indemnification terms remain strictly between the client and the vendor. Greenberg Traurig
will not be responsible for payment of such services. It is important to note that the prompt
payment of these charges to outside contractors is essential to be able to provide timely and
efficient service to you in the future, with the assistance of such contractors. If desired, with
sufficient expense deposits in advance, we will directly pay the outside contractors. The amount
of the retainer and deposit may be increased as circumstances require (for example, at the time of
trial), but in any event will be applied to the payment of our final bill or refunded, as applicable.
Tyne of Invoice
Unless otherwise agreed, we will send you a monthly invoice which reflects the amount
of our fees and expenses attributable to the matter. At your option, 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 work performed; the
time spent on the task; and, the total fee amount due.
Payment of Invoices
We will bill our time charges on a monthly basis. Each invoice is payable upon receipt.
Any unpaid balance not paid within forty-five (45) days of the billing date may be cause for
postponement by GT of ongoing services. In the event we receive a payment from a client at a
time when more than one invoice is outstanding on any one or more matters for that 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 Firm to discontinue
representation, in a manner in accordance with applicable Rules of Professional Responsibility,
for any client whose account is more than ninety (90) days in arrears, unless special
arrangements in writing are approved by Greenberg's Chief Executive Officer. Individual
attorneys are not authorized to make such arrangements or to waive this policy.
Retainers
For certain types of matters, our policy is to require that our clients provide us with an
initial fee retainer and expense deposit. The exact amount of this retainer and deposit will be
agreed to by the client and the billing attorney. Unless other arrangements are made, the retainer
for legal fees and expenses will be held throughout the engagement and will be applied against
payment of the last invoice on the matter or refunded if the account is up to date. The cost and
expense deposit will be retained in our trust account, with interest on that account to be paid in
accordance with governing law or, if this matter is subject to special requirements of another
State, those requirements.
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Different Billing Arrangements
Individual billing arrangements that differ from these general policies will be discussed
and agreed to between the client and the billing attorney and will be set forth in a retention letter.
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 applicable Rules of Professional Responsibility. 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 of Greenberg, or
(6) any other reason permitted or required under applicable Rules of Professional Responsibility.
Subject to any limitations imposed by a court, Greenberg or you may terminate
Greenberg's representation upon ten (10) days' written notice. Following termination, we will
continue to provide representation in the matter for a reasonable time, at your request, until
arrangements can be made for alternate representation. However, our services will consist of
only those necessary to protect your interests and prevent prejudice. Moreover, if substitute
counsel have not been located within ten (10) days of the termination of the representation, you
nonetheless agree that appropriate papers allowing Greenberg to withdraw may be filed. We will
be entitled to be paid for all services rendered and other charges accrued on your behalf to the
date of our withdrawal.
Official Inauiries
It is possible that because we have been appointed in a matter, or because we have
received documents or information in the course of, or in connection with, a matter, we may be
required in the future to participate in an inquiry, commission or proceedings arising out of, or in
connection with, the matter. This may, for example, involve us producing documents, seeking to
claim or defend your privilege to resist inspection or disclosure of certain documents or
information or giving evidence at an inquiry. We will seek your instructions if these
circumstances arise, but you agree to reimburse us for out-of-pocket expenses and for the time
we spend at hourly rates then current.
Questions Regarding Billings
Any questions regarding billing should be immediately directed to the billing attorney or
to our Accounting Department.
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EXHIBIT A
GREENBERG TRAURIG, LLP
Scope of Work for Carson Reclamation Authority
June 1, 2017 through November 30, 2017
1. Financial Assurance Replacement/CFD Updates.
A. Scope of Work (60 hours):
1. Work with CRA staff, RES and SCS to revise Enterprise Fund
Administration Agreement and new financial assurance mechanism to
provide greater flexibility for use of remedial construction funds in "O&M
Subaccount."
2. Work with prospective master developers to document flow of funds into
CFD -1 and loan structure for repayment of CRA advances; documentation
of CRA advances and loans.
3. Negotiate and document amendments to Enterprise Fund Administration
Agreement with CRA representatives and DTSC.
B. Timing: 3-4 months.
C. 60 hours; $34,800.
Il. Placement of Key Development Insurance Programs.
A. Scope of Work:
1. Assist in negotiation, structuring and documenting insurance programs for
transaction with Macerich, other selected developers regarding insurance
provisions, allocation of environmental liabilities, Tetra Tech release,
installation of remedial systems and allocation of costs for OCIP and
Development PLL and related matters. (80 hours).
2. Negotiation of terms and underwriting of OCIP, OPPI and Development
PLL, master builder's risk program for environmental work and allocation
of costs for various master developer program; underwriting and
manuscripting of coverage to support wrap program terms for GL and
builder's risk programs with Macerich. Negotiation and manuscripting of
primary pollution programs for transition to Development Period.
Negotiation and structuring of CRA surety program for contract
implementation during development period and integration with pollution
and wrap insurance programs (300 hours).
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3. Engagement with JLT, Macerich and key reinsurance markets and Lloyds
syndicates for reinsurance capacity for Development PLL and
Development CPL/PLI (65 hours).
B. Timing: 5 months.
C. 445 hours; $251,425 (blended rate of $565 to account for associate and legal
assistant time wherever possible)
III. Insurance and Risk Management Support for RES Contract for Horizontal Master
Developer Role.
A. Legal support to CRA and City Attorney for negotiation and documentation of
RES horizontal developer DDA/Fee Developer Agreement as requested by
CRA.
B. Together with the City Attorney, structure, negotiate and document
appropriate agreements between RES and infrastructure general contractor,
environmental contractor, O&M contractor. Manage risk management
provisions and insurance aspects of various contracts and integration with the
CRA's insurance program underwriting.
C. Timing: 60-90 days.
D. 120 hours (90 hours assumed for CBT; remainder as associate time); $63,000.
IV. New Regulatory Agreements.
A. Select and negotiate new regulatory document structure for Phased
Development Plan implementation, as needed to correct deficiencies in
current regulatory documents, support new insurance programs and provide
guidance to support site -wide remedial construction efforts.
B. Negotiate, draft and document new regulatory documents with DTSC and
RES/CRA, including Roadmap to Occupancy, resolution of "site soils" issue,
Environmental Covenant, Institutional Control Plan and Environmental CCRs.
Coordinate with insurers for PLL and CPL/PLI and with vertical master
developers
C. Timing: 2 months.
D. 40 hours; $23,220
Travel Cost Estimate for travel to CA for DTSC meetings and related matters, trip to
London for meetings with reinsurers and insurer negotiations ($15,500). No travel time
billed as per engagement letter; only out-of-pocket costs in accordance with terms of
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engagement letter.
• Curt Toll's hourly rate will remain at $580 for time through November 30, 2017.
Giuliano Apadula will bill at $360 per hour.
TOTAL AUTHORIZATION: $387,945.
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CITY OF CARSON
File #: 2017-658, Version:
701 East Carson Street
Report to Carson Reclamation Authority
Monday, August 07, 2017
Consent
SUBJECT:
CONSIDER AMENDMENT NUMBER 4 TO A SPECIAL COUNSEL ENGAGEMENT
AGREEMENT WITH GREENBERG TRAURIG, LLP FOR LEGAL SERVICES RELATED
TO PLACEMENT OF INSURANCE, DEVELOPMENT OF REGULATORY
AGREEMENTS, AND OTHER RELATED MATTERS IN THE AMOUNT OF $387,945
I. SUMMARY
The Authority contracted in May, 2016 with Greenberg Traurig, LLP to provide it and the
Authority's legal counsel specific legal assistance in the procurement of a new Pollution
Legal Liability Policy, and associated negotiations on the Environmental Protection
Program Policy (the "EPP Policy") that Carson Marketplace has purchased from American
International Special Lines Insurance Company ("Insurer" or "AIG"), and with Tetra Tech,
the environmental contractor. The Contract was amended on October 4, 2016 to take the
work up through the end of December, 2016, to complete the work on the AIG EPP, the
DTSC Financial Assurance, and the work transitioning the Authority from the Tetra Tech
contract into a new time and materials based contract with another vendor for the
installation of the remedial systems under the RAP as well as the future OM&M of those
systems. The First Amendment also finalized work on the Bridge PLL, helped secure the
CPL replacement and began the larger Development PLL program, including working with
Macerich and a prospective "Master Developer" on the balance of the site.
The Second Amendment took the contract to May 31, 2017 and included follow-on work on
the financial assurance, negotiating the Master Horizontal Developer contract, structuring
the insurance programs in cooperation with Macerich (OPPI wrap program), as part of the
Macerich MOU, prevailing wage issues in the O&M contract, and other technical regulatory
issues with DTSC.
The Third Amendment was to approve a Legal Project Management system to create the
unified document portal for all of the developers and contractors containing regulatory
documents, contracts, plans, designs, budgets, etc.
This amendment is largely focused on
facultative reinsurance product, as was
insurance, indemnity and surety issues
CITY OF CARSON
the placement of the Development PLL in a
well as providing legal support to the CRA on
related to a number of new contractors being
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added to the project through the RES Environmental Risk Manager contract. Also included
is the development of a number of new regulatory documents, including the "Roadmap to
Occupancy" (being developed by RES), resolution of the "site soils" issue, the
Environmental Covenant, Institutional Control Plan and Environmental CCRs.
II. RECOMMENDATION
APPROVE Amendment No. 4 to a Special Counsel Engagement Agreement
("Amendment") with Greenberg Traurig, LLP for legal services related to placement of
insurance, development of regulatory agreements, and other related matters in the
amount of $396,475.
2. AUTHORIZE the Chairman to execute the Amendment following approval as to form by
the City Attorney.
III. ALTERNATIVES
TAKE another action the Authority deems necessary.
IV. BACKGROUND
The CRA contracted in May, 2016 with Greenberg Traurig, LLP ("GT") to provide it and the
Authority's legal counsel specific legal assistance in the procurement of a new Pollution
Legal Liability Policy, and associated negotiations on the Environmental Protection
Program Policy (the "EPP Policy") that Carson Marketplace has purchased from American
International Special Lines Insurance Company ("Insurer" or "AIG"), and with Tetra Tech,
the environmental contractor. In October, 2016 the contract was amended for several
months to complete the work on the AIG EPP, the DTSC Financial Assurance, and the
work transitioning the CRA from the Tetra Tech contract into a new time and materials
based contract with another vendor for the installation of the remedial systems under the
RAP as well as the future OM&M of those systems. It also finalized work on the Bridge
PLL, helped secure the CPL replacement and began the larger Development PLL program,
including working with the Macerich.
The proposed Scope of Work for June 1, 2017 through November 30, 2017 is as follows:
I. Financial Assurance Replacement/CFD Updates.
A. Scope of Work (60 hours):
1. Work with CRA staff, RES and SCS to revise Enterprise Fund Administration
Agreement and new financial assurance mechanism to provide greater
flexibility for use of remedial construction funds in "O&M Subaccount."
2. Work with prospective master developers to document flow of funds into CFD -1
and loan structure for repayment of CRA advances; documentation of CRA
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advances and loans.
3. Negotiate and document amendments to Enterprise Fund Administration
Agreement with CRA representatives and DTSC.
B. Timing: 3-4 months.
C. 60 hours; $34,800.
II. Placement of Key Development Insurance Programs.
A. Scope of Work:
1. Assist in negotiation, structuring and documenting insurance programs for
transaction with Macerich, other selected developers regarding insurance
provisions, allocation of environmental liabilities, Tetra Tech release,
installation of remedial systems and allocation of costs for OCIP and
Development PLL and related matters. (80 hours).
2. Negotiation of terms and underwriting of OCIP, OPPI and Development PLL,
master builder's risk program for environmental work and allocation of costs
for various master developer program; underwriting and manuscripting of
coverage to support wrap program terms for GL and builder's risk programs
with Macerich. and primary pollution programs for transition to Development
Period. Negotiation and structuring of CRA surety bond program for contract
implementation during development period and integration with pollution and
wrap insurance programs (300 hours).
3. Engagement with JLT, Macerich and key reinsurance markets and Lloyds
syndicates for reinsurance capacity for Development PLL and Development
CPUPLI (65 hours).
B. Timing: 5 months.
C. 445 hours; $251,425 (blended rate of $565 to account for associate and legal
assistant time wherever possible)
III. Insurance and Risk Management Support for RES Contract for Horizontal Master
Developer Role.
A. Legal support to CRA and City Attorney for negotiation and documentation of
RES horizontal developer DDA/Fee Developer Agreement as requested by
CRA.
B. Together with the City Attorney, structure, negotiate and document appropriate
agreements between RES and infrastructure general contractor,
environmental contractor, O&M contractor. Manage risk management
provisions and insurance aspects of various contracts and integration with
the CRA's insurance program underwriting.
C. Timing: 60-90 days.
D. 120 hours (90 hours assumed for CBT; remainder as associate time); $63,000.
CITY OF CARSON Page 3 of 4 Printed on 8/3/2017
PONered by Legistar"'
File #: 2017-658, Version: 1
IV. New Regulatory Agreements
A. Select and negotiate new regulatory document structure for Phased
Development Plan implementation, as needed to correct deficiencies in
current regulatory documents, support new insurance programs and provide
guidance to support site -wide remedial construction efforts.
B. Negotiate, draft and document new regulatory documents with DTSC and
RES/CRA, including Roadmap to Occupancy, resolution of "site soils" issue,
Environmental Covenant, Institutional Control Plan and Environmental CCRs.
Coordinate with insurers for PLL and CPL/PLI and with vertical master
developers
C. Timing: 2 months.
D. 40 hours; $23,220
Travel Cost Estimate for travel to CA for DTSC meetings and related matters and trip to
London for meetings with reinsurers and insurer negotiations ($15,500). No travel time
billed as per engagement letter; only out-of-pocket costs in accordance with terms of
engagement letter. Curt Toll's hourly rate will remain at $580 for time through November
30, 2017. Giuliano Apadula will bill at $360/hour.
GT will utilize associates more this year on tasks wherever possible. The total for all
elements of the Scope of Work, including direct travel costs, is approximately $387,945.
TOTAL AUTHORIZATION: $387,945.
V. FISCAL IMPACT
The Total Cost of the engagement would be $387,945, payable by the CRA. Funds are
available in the line item budgeted for Contractual Services in FY 2017-18. All of the other
terms of Special Counsel Engagement Letter remain in effect.
VI. EXHIBITS
1. Amendment No. 4 to Engagement Letter (Pgs. 5-13)
2. Scope of Work (Pgs. 14-16)
Prepared by: John Raymond, Executive Director
CITY OF CARSON
Page 4 of 4
Printed on 8/3/2017
powered by LegistarT"
Curtis B Toll
Tel 215.988.7804
Fax 215.717.5241
ToIIC@gtlaw com
July _, 2017
VIA EMAIL
John S. Raymond
Executive Director
Carson Reclamation Authority
701 E. Carson Street
Carson, CA 90745
Re: Special Counsel Engagement; Amendment No. 4.
Deal -John:
Thank you for agreeing to engage Greenberg Traurig, LLP ("GT'' "we" or "us") as your
attorneys. This letter amends, modifies and supplements our special counsel engagement letter;
Amendment No. 3 dated March 29, 2017. We appreciate the opportunity to provide legal
services to Carson Reclamation Authority ("you" or "Client(s)").
1. Our Agreement. This letter sets forth the terms and conditions by which our
firm will represent you. It, together with our attached Billing Policies, constitutes the retainer
and engagement agreement (the "Agreement") between you and GT. This is our only agreement
for this engagement.
If this Agreement is acceptable, please sign and return a copy to me at your earliest
convenience; the original is for your files. While we request a signed copy of this Agreement for
our records, this Agreement will constitute and state the contract between us if and when we
begin rendering any services and such services are accepted.
2. Scope of Engagement:
a. The engagement and matter. Our representation of Client will include
only advice and counsel to Client with respect to those matters set forth on Exhibit A attached
hereto (the "Scope of Work"). You and we may agree to limit or expand the scope of the Scope
of Work, but that will occur and be effective only if agreed in writing by both of us, with a
specific mutual understanding as to the nature and scope of any such further services. Further,
we or another affiliate of GT and you or one of your affiliates may also agree upon other or
further representations by GT. If that occurs, unless otherwise agreed in writing, this Agreement
will also apply to and govern such other or further representations.
b. The client. The client for this engagement is Client. Because of the
proliferation of entities partially or wholly owned or owning other entities, and the confusion and
problems this creates vis-a-vis potential ethical and business conflicts of interest, GT does not
PHI 3178174430 Exhibit N o . 1
5
John S. Raymond
Engagement of GT
July_, 2017
Page 2
and will not regard an affiliate of a client entity (i.e., parent, subsidiary or other entity or other
entity partially or wholly owned by or owning it) or a person owing or connected with the client
(e.g. officers, director, member, partner, shareholder, owner, employee, etc.) other than the City
of Carson, Carson Redevelopment Agency, Carson Finance Authority, Carson Financing
Districts Nos. 2012-1 and 2012-2 and Carson Housing Authority as a client of GT for any
purpose unless a client -lawyer relationship has been established by an express written
understanding as to that mater and that specific entity or person. Similarly, GT will not regard a
representation that is adverse to such an affiliate or person as adverse to the client being
represented by GT under this Agreement (or any other matter to which it applies). Accordingly,
if there is such an affiliate or person that you wish GT to regard as a client for conflict purposes,
please specify it or him 'her before you and we sign this Agreement; if such entity or person is
not expressly accepted by us in writing as a client, it or she will be a client.
C. Nature of services. We will provide only legal services in connection
with this engagement. We are not providing, and you will not look to GT or rely on GT for,
business, investment, insurance, accounting or other such non -legal services, including without
limitation advice, decisions, investigation (e.g. as to the character or credit of persons with whom
you may be dealing) or other such non -legal services. Further, our acceptance of this
engagement and representation of you is not an undertaking or acknowledgement that GT is or
will be your general counsel or advisor, or that GT is representing you or will represent you or
Your interest in any matter other than the Scope of Work or as otherwise described above.
3. Conflicts. With the exception to the provisions related to our existing
representations with various clients set forth in Section 4 below, this Agreement confirms:
GT has no present or contemplated employment which is adverse to the Client. GT
agrees that it shall not represent clients in matters either litigation or non -litigation against the
Client. GT will disclose the undertaking of this representation to such parties as required by the
Rules of Professional Responsibility.
Subject to the terms of Section 4 below with respect to the prior representation of Carson
Holdings, LLC, GT may have past and present clients or may have future clients, which, from
time to time, may have interests adverse to Client, and GT shall have the right to represent such
clients in matters not connected with its representation of Client. If, however, a conflict of
interest arises in GT's representation of another client and GT's representation of Client in the
Scope of Work, GT shall seek waivers from each client with regards to such representation or
shall withdraw from representing either client in the matter adverse to Client.
It is understood and agreed to that GT's representation is for the Scope of Work and the
specific purposes set forth in Section 2 above. The parties are informed and believe that no
actual conflict(s) of interests exists as of the time of executing this Agreement. The parties have
thereby waived any conflict(s) of interests. If actual conflict(s) of interest later arise, including
without limitation, in connection with GT's engagement for Carson Holdings, LLC, this
PHI 3178174430
on
John S. Raymond
Engagement of GT
July , 2017
Page 3
Agreement shall be terminated and GT and Client agree that GT may continue to represent its
existing clients other than Client.
4. Representation of Carson Holdings. Tetra Tech, Inc. and Carson Holdings,
LLC. We were previously retained to represent Carson Holdings, LLC ("Carson Holdings")
with respect to insurance matters, including the Scope of Work.
a. No conflict. Based on the facts currently known to us, we see no actual
conflict between you and Carson Holdings with respect to the Scope of Work and have
determined that we can adequately represent the interests of each client provided that, as we have
been advised, each client has knowingly consented.
[i] While we see no current conflict in your respective positions, your interest
may diverge in the course of the representation or facts may come to light suggesting an
actual or potential conflict between you with respect to the matters in controversy. If that
occurs, we will bring the actual or potential conflict to your attention; and we ask that
you do the same if you become aware of facts or circumstances that suggest that to you.
If such occurs, we will discuss the conflict or potential conflict with you as well as
whether a waiver of the conflict may be possible to allow us to continue the
representation. If the circumstances do not permit such a waiver or if you are unwilling
to give such a waiver, we will be compelled to terminate the representation of Client.
[ii] You previously consented to GT's prior representation of Carson Holdings
with respect to the Scope of Work. GT no longer represents Carson Holdings with
respect to the Scope of Work and Carson Holdings has consented to our ongoing
representation of Client in this regard.
[iii] During the course of our representation , we will send invoices for our fees
and expenses to Client. Client shall be responsible for payment for any fees or expenses
associated with work that is the subject of this Agreement. GT will provide task budgets
and periodic updates of the same to Client upon request.
[iv] GT has in the past and continues to represent Tetra Tech, Inc. ("Tetra
Tech") in matters unrelated to the Scope of Work. GT will not be adverse to Tetra Tech
in any dispute resolution proceeding or litigation between the Client, Carson Holdings or
the, JPA, respectively, and Tetra Tech. In the event such a dispute arises, GT will
continue to represent Client with respect to the Scope of Work.
[v] GT has in the past represented Carson Marketplace, LLC ("Carson
Marketplace") in connection with the Scope of Work. GT retains the right to represent
Carson Marketplace in the future with respect to the AIG Policy and other pollution
liability policies on which Carson Marketplace is a Named Insured and Client hereby
consents to such representation.
PHI 3178174430
7
John S. Raymond
Engagement of GT
July_, 2017
Page 4
5. Staffing. I will be the attorney principally responsible in and for this engagement.
At present, we expect to include and enlist the assistance of other lawyers, generally associates
and paralegals. That may change and additional or different attorneys and paralegals may
participate or replace others in this engagement, depending on the circumstances during the
engagement, as to the Scope of Work.
If there are changes in staffing, you will be advised; and, of course, if you wish different
persons to be involved, we will discuss that with you to attempt to assure that you are satisfied
with the staffing.
6. Fees and Expenses. Solely for the purpose of this Amendment No. 4, the
compensation schedule is included in Exhibit A, Scope of Work. All other rates for my time or
GT services are included in Exhibit A of Amendment No. 3, which pertains to legal project
management work.
7. Termination of Representation. Subject to any limitations imposed by court or
the applicable Ethics Rules, GT or you may terminate this engagement and our representation at
will. That includes without limitation termination pursuant to and in accordance with the
attached Billing Policies.
Otherwise, our engagement and attorney client relationship will terminate automatically
upon the completion of our services for the Scope of Work.
8. Miscellaneous:
a. Binding effect. This Agreement is personal to us and is not assignable by
either of us without the written consent of the other.
b. Modification. This Agreement may not be changed, amended, or
otherwise modified, in whole or in part, except by a writing executed by all parties to this
Agreement. No unilaterally proposed or announced change, supplementation, interpretation,
guideline or other statement or pronouncement (by either GT, you or anyone else), whether
inconsistent with any provision of the Agreement or otherwise, will be effective or binding or
will otherwise suffice to modify or add to this Agreement unless accepted in writing by the other
of us and. or, as applicable, any other person or entity sought to be bound by or otherwise
affected by it.
C. No waiver. No waiver of any of the provisions of this Agreement
(including without limitation the Billing Policies) will be effective or binding unless made in
writing and signed by whoever is claimed to have given the waiver.
d. Partial invalidity. If any provision of this Agreement is found to be
unenforceable, invalid, or illegal, it shall be interpreted in such manner as to be enforceable,
valid and legal to the maximum extent possible to fulfill the intent of such provision. The
PHI 3178174430
•
John. S. Raymond
Engagement of GT
July . 2017
Page 5
validity or enforceability of the remainder of the Agreement shall not be affected by the
invalidity or unenforceability of any provision.
e. Entire agreement, etc. This Agreement contains and sets forth the entire
agreement between us, and supersedes any and all prior or other agreements or understandings
(written and oral) that may exist or have existed as to this engagement and the Scope of Work.
Neither of us has relied on any representation, warranty or other statement or promise concerning
this engagement and the Scope of Work which is not stated in this writing.
f. Governing law, etc. This Agreement shall be construed and interpreted
both as to validity and performance of the parties in accordance with the laws of the State of
California. In the event of any dispute hereunder, forum shall be the Superior Court, Los
Angeles County.
g. Headings. The headings on paragraphs and subparagraphs of this
Agreement are for convenience only, and shall have no effect other for convenience of reference.
h. Effectiveness and execution. Except for those provisions expressly
calling for execution or as may be required by law or ethical rules, this Agreement will become
effective and govern this engagement and our relationship as to it and the Scope of Work,
whether or not it is executed, upon our rendering of any services for you as to the Scope of
Work.
Nevertheless, we do ask that you execute and return this Agreement for our records, and
that you also keep it in and for your records. In that regard, this Agreement may be executed in
any number of counterparts, each of which shall be deemed to be an original and all of which
shall constitute together one and the same instrument. Electronic, PDF and facsimile signatures
shall be as effective as original ink signatures.
i. Errors and Omissions Insurance. The California Business &
Professions Code requires us to inform you whether we maintain errors and omissions insurance
coverage applicable to the services to be rendered to you. We hereby confirm that GT does
maintain such insurance coverage.
j. Indemnification. GT agrees to indemnify Client, its officers, employees
and agents against, and will hold and save each of them harmless from, any and all actions, suits,
claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or
liabilities (herein "claims or liabilities") that may be asserted or claimed by any person, firm or
entity arising out of the work, operations or activities of GT, its agents or employees, which
claims arise from the acts or omissions of GT in the performance of or failure to perform any
term, provision, covenant or condition of this Agreement, except to the extent such claims or
liabilities arises from the negligence or willful misconduct of Client, its officers, agents or
employees.
PHI 3178174430
9
John S. Raymond
Engagement of GT
July _, 2017
Page 6
If the foregoing accurately states our Agreement, please countersign and return a copy of
this letter with your retainer payment to so indicate and confirm your assent to its terms. For
your convenience, we have enclosed a self-addressed, stamped envelope.
Very truly yours,
GREENBERG TRAURIG, LLP
Curtis B. Toll
ACCEPTED AND AGREED WITH
CONSENTS AND WAIVERS GRANTED:
CARSON RECLAMATION AUTHORITY
By:
Albert Robles, Mayor
Dated:
By:
John Raymond, Executive Director
Dated:
REVIEWED AND APPROVED BY:
ALESHIRE & WYNDER, LLP
By:
Sunny Soltani, Esq.
Dated:
Enclosure
PHI 3178174430
lft
BILLING POLICIES
Introduction
We look forward to doing business with you. This document outlines our standard
billing practices.
Fees
Our fees are based on the time required to handle the matter at our normal individual
lawyer.paralegal hourly rates. The rates of our lawyers and paralegals are subject to change.
Any new rates would be implemented immediately after they are adopted and would apply to
services rendered after the effective date thereof.
Whenever appropriate and consistent with the proper representation of our clients, we
may use paralegals, junior attorneys, contract attorneys and staff members in order to minimize
the impact of the hourly rates of the more senior attorneys. We believe the utilization of junior
attorneys, paralegals or staff members, in consultation with and under supervision of more
experienced attorneys in the Finn as appropriate, may enable us to maintain economically and
efficiently the high quality of our legal representation, while permitting us to both avoid
sacrificing the quality of our work for lower fees and to avoid assigning senior attorneys tasks
which can be performed efficiently by junior attorneys, paralegals or other staff members.
We will charge for all time spent representing your interests, including, by way of
example, telephone and office conferences with you or your representatives, co -counsel,
opposing counsel, fact witnesses, consultants (if any), and others; conferences among our legal
and paralegal personnel; participation in discovery; factual investigation; legal research;
responding to your requests for us to provide you or your representatives with additional
information; responding to clients' requests to provide information to auditors in connection with
reviews or audits of financial statements; preparation of letters, pleadings, and other documents;
and attendance at depositions, hearings, mediations, closings, trials, or other proceedings; and
travel (both local and out of town). Hourly charges will not be applied to time spent on out-of-
town travel. No first-class travel will be billed to Client.
Costs and Expenses
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. You will be responsible for all reasonable charges that we
incur in the course of this representation and will be responsible for reimbursing us for any actual
costs advanced on your behalf. Greenberg is committed to remaining at the cutting edge of
modem computer and communications technology so as to provide our clients with optimum
competitive advantage and technological efficiencies. Our charges include, but are not limited to
reasonable travel (not first-class), 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.
PHI 3178174430
11
Exnenses of Outside Contractors
Generally, expenses of outside contractors, such as court reporters, surveyors, title
companies, will be directly billed or directed to the client pursuant to retainers in which payment
and indemnification terms remain strictly between the client and the vendor. Greenberg Traurig
will not be responsible for payment of such services. It is important to note that the prompt
payment of these charges to outside contractors is essential to be able to provide timely and
efficient service to you in the future, with the assistance of such contractors. If desired, with
sufficient expense deposits in advance, we will directly pay the outside contractors. The amount
of the retainer and deposit may be increased as circumstances require (for example, at the time of
trial), but in any event will be applied to the payment of our final bill or refunded, as applicable.
Type of Invoice
Unless otherwise agreed, we will send you a monthly invoice which reflects the amount
Of our fees and expenses attributable to the matter. At your option, 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 work performed; the
time spent on the task; and, the total fee amount due.
Payment of Invoices
We will bill our time charges on a monthly basis. Each invoice is payable upon receipt.
Any unpaid balance not paid within forty-five (45) days of the billing date may be cause for
postponement by GT of ongoing services. In the event we receive a payment from a client at a
time when more than one invoice is outstanding on any one or more matters for that 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 Firm to discontinue
representation, in a manner in accordance with applicable Rules of Professional Responsibility,
for any client whose account is more than ninety (90) days in arrears, unless special
arrangements in writing are approved by Greenberg's Chief Executive Officer. Individual
attorneys are not authorized to make such arrangements or to waive this policy.
Retainers
For certain types of matters, our policy is to require that our clients provide us with an
initial fee retainer and expense deposit. The exact amount of this retainer and deposit will be
agreed to by the client and the billing attorney. Unless other arrangements are made, the retainer
for legal fees and expenses will be held throughout the engagement and will be applied against
payment of the last invoice on the matter or refunded if the account is up to date. The cost and
expense deposit will be retained in our trust account, with interest on that account to be paid in
accordance with governing law or, if this matter is subject to special requirements of another
State, those requirements.
PHI 3178174430
12
Different BillinLy ArranLyements
Individual billing arrangements that differ from these general policies will be discussed
and agreed to between the client and the billing attorney and will be set forth in a retention letter.
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 applicable Rules of Professional Responsibility. 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 of Greenberg, or
(6) any other reason permitted or required under applicable Rules of Professional Responsibility.
Subject to any limitations imposed by a court, Greenberg or you may terminate
Greenberg's representation upon ten (10) days' written notice. Following termination, we will
continue to provide representation in the matter for a reasonable time, at your request, until
arrangements can be made for alternate representation. However, our services will consist of
only those necessary to protect your interests and prevent prejudice. Moreover, if substitute
counsel have not been located within ten (10) days of the termination of the representation, you
nonetheless agree that appropriate papers allowing Greenberg to withdraw may be filed. We will
be entitled to be paid for all services rendered and other charges accrued on your behalf to the
date of our withdrawal.
Official Inauiries
It is possible that because we have been appointed in a matter, or because we have
received documents or information in the course of, or in connection with, a matter, we may be
required in the future to participate in an inquiry, commission or proceedings arising out of, or in
connection with, the matter. This may, for example, involve us producing documents, seeking to
claim or defend your privilege to resist inspection or disclosure of certain documents or
information or giving evidence at an inquiry. We will seek your instructions if these
circumstances arise, but you agree to reimburse us for out-of-pocket expenses and for the time
we spend at hourly rates then current.
Questions Regarding Billings
Any questions regarding billing should be immediately directed to the billing attorney or
to our Accounting Department.
PHI 3178174430
13
GREENBERG TRAURIG, LLP
Scope of Work for Carson Reclamation Authority
June 1, 2017 through November 30, 2017
Financial Assurance Replacement/CFD Updates.
A. Scope of Work (60 hours):
1. Work with CRA staff, RES and SCS to revise Enterprise Fund
Administration Agreement and new financial assurance mechanism to
provide greater flexibility for use of remedial construction funds in "O&M
Subaccount."
Work with prospective master developers to document flow of funds into
CFD -1 and loan structure for repayment of CRA advances; documentation
of CRA advances and loans.
3. Negotiate and document amendments to Enterprise Fund Administration
Agreement with CRA representatives and DTSC.
B. Timing: 3-4 months.
C. 60 hours; $34,800.
II. Placement of Key Development Insurance Programs.
A. Scope of Work:
I. Assist in negotiation, structuring and documenting insurance programs for
transaction with Macerich, other selected developers regarding insurance
provisions, allocation of environmental liabilities, Tetra Tech release,
installation of remedial systems and allocation of costs for OCIP and
Development PLL and related matters. (80 hours).
2. Negotiation of terms and underwriting of OCIP, OPPI and Development
PLL, master builder's risk program for environmental work and allocation
of costs for various master developer program; underwriting and
manuscripting of coverage to support wrap program terms for GL and
builder's risk programs with Macerich. Negotiation and manuscripting of
primary pollution programs for transition to Development Period.
Negotiation and structuring of CRA surety program for contract
implementation during development period and integration with pollution
and wrap insurance programs (300 hours).
PHI 317817302v2 Exhibit No. Z
14
3. Engagement with JLT, Macerich and key reinsurance markets and Lloyds
syndicates for reinsurance capacity for Development PLL and
Development CPL/PLI (65 hours).
B. Timing: 5 months.
C. 445 hours; $251,425 (blended rate of $565 to account for associate and legal
assistant time wherever possible)
III. Insurance and Risk Management Support for RES Contract for Horizontal Master
Developer Role.
A. Legal support to CRA and City Attorney for negotiation and documentation of
RES horizontal developer DDA/Fee Developer Agreement as requested by
CRA.
B. Together with the City Attorney, structure, negotiate and document
appropriate agreements between RES and infrastructure general contractor,
environmental contractor, O&M contractor. Manage risk management
provisions and insurance aspects of various contracts and integration with the
CRA's insurance program underwriting.
C. Timing: 60-90 days.
D. 120 hours (90 hours assumed for CBT; remainder as associate time); $63,000.
IV. New Regulatory Agreements.
A. Select and negotiate new regulatory document structure for Phased
Development Plan implementation, as needed to correct deficiencies in
current regulatory documents, support new insurance programs and provide
guidance to support site -wide remedial construction efforts.
B. Negotiate, draft and document new regulatory documents with DTSC and
RES/CRA, including Roadmap to Occupancy, resolution of "site soils" issue,
Environmental Covenant, Institutional Control Plan and Environmental CCRs.
Coordinate with insurers for PLL and CPL/PLI and with vertical master
developers
C. Timing: 2 months.
D. 40 hours; $23,220
• Travel Cost Estimate for travel to CA for DTSC meetings and related matters, trip to
London for meetings with reinsurers and insurer negotiations ($15,500). No travel time
billed as per engagement letter; only out-of-pocket costs in accordance with terms of
PHI 317817302v2
OR
engagement letter.
• Curt Toll's hourly rate will remain at $580 for time through November 30, 2017.
Giuliano Apadula will bill at $360 per hour.
TOTAL AUTHORIZATION: $387,945.
PHI 317817302x2
16
CITY OF CARSON
CONTRACT COMPLETION NOTICE
CONTRACT TITLE: I SPECIAL COUNSEL ENGAGEMENT
FOR CARSON RECLAMATION AUTHORITY
1009
0106
HAS BEEN COMPLETED. ALL SPECIFICATIONS OF THE CONTRACT HAVE BEEN FULFILLED
AND FINAL PAYMENT TO THE CONTRACTOR HAS BEEN AUTHORIZED.
Date Completed 06/30/2020
Contract No. 16-017 P.O. No. 22000680
Program No. Amount 2,945,365.03
Contractor Name Greenberg Traurig
COMMENTS:
Contract start date: 04/13/2016
Contract end date: 06/30/2020
After this contract ended a new contract C-20-133 started on 07/01/2020 with this contractor.
Dept. Director Signatur Date
- RETAINA DEPA ENT COPY
- TRANSMI INAL AND TWO COPIES OF THIS DOCUMENT TO THE ACCOUNTING DIVISION
(FOR ACCOUNTING USE ONLY)
❑ City Clerk Copy ❑ Purchasing Copy
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Dept. Director Signatur Date
- RETAINA DEPA ENT COPY
- TRANSMI INAL AND TWO COPIES OF THIS DOCUMENT TO THE ACCOUNTING DIVISION
(FOR ACCOUNTING USE ONLY)
❑ City Clerk Copy ❑ Purchasing Copy