HomeMy Public PortalAboutC-20-133 - GreenbergTraurig Special Counsel Engagement, 157-Acre Projectr�-) MGreenbergTraurig
Curds B Toa
Tel 215.988 7804
Fax 215.717.5241
1 ToIIC@gtlaw cam
October 12, 2020
VIA EMAIL
John S. Raymond
Executive Director
Carson Reclamation Authority
701 E. Carson Street
Carson, CA 90745
Re: Special Counsel Engagement.
Dcar John:
Thank you for agreeing to engage Greenberg Traurig, LLP ("GT" "we" or "us") as your
attorneys. This letter supersedes and replaces our special counsel engagement letter;
Amendment No. 10 dated February 13, 2019. 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. Scone 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
Usreenberg'rrau.rig, LLP I Attorneys at Uiw
1717 Arch Street 1 Suite 400 I Philadelphia, Pennsylvania 19103 1 T +1 215 988 7800 1 F +1 215.988 7801
WWW gttaw corn
John S. Raymond
Engagement of GT
October 12, 2020
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.
Greenherg'rruurig, LLP I Attorneys at Uw
1717 Arch Street I Suite 400 1 Philadelphia, Pennsylvania 19103 1 T +1 215 988 7800 1 F +1 215 988.7801
www gtlaw com
John S. Raymond
Engagement of GT
October 12, 2020
Page 3
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
Agreement shall be terminated and GT and Client agree that GT may continue to represent its
existing clients other than Client.
d. 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. Ifthat
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.
GreenhergTraurig, LLP I Attorneys at Um
1717 Arch Street I Suite 400 1 Philadelphia, Penns lvania 19143 1 T +1 215 988 7800 1 F +1 215 988 7801
WWW gtlaw com
John S. Raymond
Engagement of GT
October 12, 2020
Page 4
[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.
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 Iawyers, 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.
b. Fees and Expenses. The compensation schedule is included in Exhibit A, Scope
of 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.
Greenherg'rruurig, 1.1.11 1 Attorneys at Ui%v
1717 Arch Street I Suite 400 1 Philadelphia. Pennsylvania 19103 ! T +1215 988 7800 1 F +1 215.988.7801 _
WWW gtlaw com
John S. Raymond
Engagement of GT
October 12, 2020
Page 5
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
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
Greenberg Traurig, LIT I Attorneys at lAtiv
1717 Arch Street 1 Suite 400 1 Philadelphia. Pennsylvania 19103 -1- T +1 215 988 7800 1 F +1 215.988.7801 _
- - www gtlaw COM
John S. Raymond
Engagement of GT
October 12, 2020
Page 6
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.
If tile 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 RECLA
e
Very truly yours,
GREENBERG TRAURIG, LLP
By:
Curtis B. Toll
D. AUTHORITY./F
ATT
�r
Donesia Gause-Aldana, MMC
City Clerk, City of Carson
cutive
REVIEWED AND APPROVED BY:
ALESHIRE & WYNDER, LLP
By: -
Sunny S I i
Dated: 1
Enclosure
C. reenherg Traurig, LLP I Attorney::+at Law
1717 Arch Sireet I Suite 400 1 Philadelphia._Pennsylvania 19103 1 T +1215 988 7800 1 F +1 215 988 7801
WWW gtlaw cam
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 Iower 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.
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.
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.
Pavment 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.
Different Billine 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 (I0) 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 Inuuiries
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.
GREENBERG TRAURIG, LLP
Scope of Work for Carson Reclamation Authority
July 1, 2020 to December 31, 2022
Currently GT is the lead on the processing of all insurance claims made by the CRA, the recent
renewal of the Public Officials Liability policy, the current renewal of the Builder's Risk policy,
and the negotiation of the environmental, risk management and insurance administration terms of
the Option Agreement with FBD Carson, LLC. There will be additional future work related to
the amendments of the Enterprise Fund Agreement, the negotiation of the same environmental
and risk management issues for Cell 1 and the drafting of future regulatory agreements. GT will
also support the CRA in connection with the extension, modification and renewal of the
CPLIPLI program, the placement of new joint insurance programs with FBD Carson, LLC
(CGL, Builder's Risk, OPPI) and in the processing of endorsements to the existing pollution
legal liability policy for the entire project. All work will be conducted under the express
direction of CRA's Executive Director and/or the City Attorney.
• No travel time will be billed and all travel will be "coach" and will occur only upon
request of the CRA Executive Director or the City Attorney.
Curt Toll's hourly rate will remain at $615. Giuliano Apadula will continue to bill at
$375 per hour. All other GT timekeepers, if any, will bili at a 10% discount from rack
rates. Rates will remain constant through December 31, 2021.
CERTIFICATE OF LIABILITY INSURANCE
DATEJMhVDDIYYYY)
11!172024
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the pollcy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
IT SUBROGATION IS WAIVED, subject to the terns and conditions of the policy, certain policies may require an endorsement A statement on
this certificate does not confer rights to the certificate holder in lieu of such andorsement s .
PRODUCER
NAYE:CT
AOn Risk services, Inc of Florida
1001 Brickell Bay Drive
suite 1100:
Miami FL 33131 USA
N
Ne E.O: (866) 283-7122 Ne,l: (800) 363-0105
X COMMERMALOENERALLIABILITY
Y
Y
INSURER($) AFFORDING COVERAGE MAIC s
INSURED
INSURER A: Federal insurance Company 20281
Greenberg Traurig P.A. ETAL
333 Avenue of the Americas
suite 4400
INSURER a: Great Northern Insurance co. 20303
INSURER C: Columbia Casualty Company
R Y 31127
Miami FL 33131 USA
INSURER D: Sentry Insurance A Mutual Company 24988
INSURER E:
INSURER F:
PREMISES (En ootwome) s 1, 000 , 00
COVERAGES CERTIFICATE NUMBER: 570084975458 REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS.
Limits shown are as requested
INµ
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TYPE OF INSURANCE
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POLICY NUMBER
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EACH OCCURRENCE 511000,00
X f OCCUR
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PREMISES (En ootwome) s 1, 000 , 00
MED EXP (Any one p» n) 510,00
PERSONAL B ADVMJURY 11,000,00
GENLAGGREGATE UKTAPPUE5 PER:
GENERALAGGREGATE 52,000,00
POLICY ❑JEC ❑X LOC
PRODUCTS-COMPIOPAGG included
OTHER:
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AUTOMOBILE UAIM tTY
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7353-05-34
03/01/2020
05/01/2021
COMBINEDSINGLEUMIT SI, 000,00
(En emdaM
BODILY INJURY ( Per pnaon)
ANY AUTO
BODILY INJURY (Per aoddenq
OWNED ASS LEO
AUTOS ONLY
PROPERTY DAMAGE
X HIREDAUIDS X NON -OWNED
AUTOS ONLY
(Per accden[)
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03/01/2020
05/01/2021
EACH OCCURRENCE 325,000,00XCESS
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AGGREGATE S25,000, 00O
RETENTION
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DESCRIPTION OF OPERATIONS below
E.L. DISEASET'OUCY UM[T S1.000.00
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198277147
02/22/2020
02/22/2021
See Addendum included
Claims Made
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES IACORD 101, Addlbanl Ramarba SrheduN, umV be AUdwd a move spa is mquirad)
city of Carson is included as Additional Insured in accordance with the policy provisions of the General Liability and
Automobile Liability policies. The General Liability policy evidenced herein is Primary and Non-contributory to other
insurance available to an Additional Insured, but only in accordance with the policy's provisions. A waiver of Subrogation is
granted in favor of city of Carson in accordance with the policy provisions of the General Liability and Automobile Liability
policies.
CERTIFICATE HOLDER CANCELLATION 7;;i
I SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
tj fp rye f DATE THEREOF, NOTICE WILL BE DELNERED IN ACCORDANCE WITH THE POUCY PROVISIONS
city of Carson AUTHORIZED REPRESENTATIVE
701 E. Carson Street
Carson CA 90745 USA
11/17/20?.0 a ✓� e/ks�et? �saa �e/�
01988.2015 ACORD CORPORATION. All rights reserved
ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD
AGENCY CUSTOMER ID: 10515898
LOC #:
14C.
ADDITIONAL REMARKS SCHEDULE
Paae _ of
AGENCY
Aon Risk services, Inc of Florida
NAMEDINSURED
Greenberg Traurig P.A. ETAL
POLICY NUMBER
See Certificate Numbe 570084975458
CARMER
See Certificate Numbe 570084975458
MAIC CODE
EFFECTNE DATE:
ADDITIONAL REMARKS
THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM,
FORM NUMBER: ACORD 25 FORM TITLE:
Lawyers Professional Liability Program
PRIMARY
Limits: $30 Million Each Claim/$60 Million Aggregate
SIR: $12 Million Each Claim/S24 Million Aggregate
SIR applies per policy terms & conditions
Nautilus insurance Company, 8.33%, PO1# PLP_1000165_P-10
Ironshore Specialty Insurance Company, 10%, Pal# LPL7NABYF9DO01
underwriters at Lloyd's, 13.34%, POL# PSLNS2000283
Scottsdale Insurance Company, 16.667%, Pal# LWS0000805
National Fire & Marine Insurance Company, 16.667%, Poi# 42-EPP-301070-05
Columbia Casualty Company, 25%, Pal# 198277147
1st Excess
Limits: $30 Million Each Claim/$60 Million Aggregate xs $60 Million Aggregate
QBE specialty Insurance Company, 3.33%, Poi# QPL0071350
Endurance American Specialty Insurance Company, 10%, Pal# LPx30001520500
Ironshore Specialty Insurance Company, 13.33%, Pal# LPL7NABYF91001
Scottsdale insurance Company, 16.6667%, Pol# LXS0001397
National Fire & Marine Insurance Company, 20%, Pal# 42-EPP-150123-07
underwriters at Lloyd's, 25%, Pol# PSLNS2000101
ACORD 101 (20061011 0 2066 ACORD CORPORATION. Ali rights reserved,
The ACORD name and logo ata registered maths of ACORD
AGENCY CUSTOMER ID:
�1 • LOC #:
A p ADDITIONAL REMARKS SCHEDULE
10515898
Page _ of _
AGENCY
Aon Risk services, Inc of Florida
NAMED INSURED
Greenberg Traurig P.A. ETAL
POLICY NUMBER
See Certificate Numbe 570084975458
CARRIER N AIC CODE
See Certificate Numbe 570084975458
EFFECTIVE DATE
1
ADDITIONAL REMARKS
THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM,
ACORD 25 FORM TITLE: Certificate Of Liabilitv Insurance
Lawyers Professional Liability Program
2nd Excess
Limits: 540 Million Each Claim/380 Million Aggregate xs S120 Million Aggregate
Nautilus Insurance Company, 6.250%, Pal# PLX_1000435_P-1
Endurance American Specialty insurance Company, 7.5%, POL# LPX30001520600
General security indemnity Company of Arizona, 12.5%, Pol# 1OF147429-2020-1A
National Fire & Marine Insurance Company, 12.5%, Pal# 42-EPP-150124-07
QSE specialty Insurance Company, 13.75%, Pal# QPL0005414
underwriters at Lloyd's, 47.5%, Pal# PSLNS2000320
3rd Excess
Limits: $40 Million Each Claim/$80 Million Aggregate xs $200 Million Aggregate
Ironshore Specialty insurance company, 5%, POW LPL7NABYF9KO01
Endurance American specialty Insurance Com any, 5.625%, Pal# LPX30001520700
QBE specialty Insurance Company, 8.75%, POU QPLOO13110
National Fire & Marine insurance Company, 10%, Pal# 42-EPP-310298-01
Great American Fidelity insurance Co., 12.5%, Pal# LAXE558570
Starr Indemnity & Liability Company, 14.375%, Pal# SISIPRX26502520
underwriters at Lloyd's, 18.75%, POU PSLNS2001521
Aspen Specialty Insurance company, 25%, Pal# LXOOAM720
ACORD 101 (20011101) �D 2006 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks oFACORD
Conditions
(con t nuad)
Transfer Or Waiver Of We wit watYe the right a: roc -awry ac would othcrwtsc have had against another person or
Rights Of Recovery organization, for loss to which this insurance applies, providai the inwrvd has %aived thcirnphis
Against Mars of rccavcry against such person or organization in a contract or agrcctr nI that is cxccutal before
such loss.
To the extent that the insured s nghts to mcovcr all orpart o: anv p iyn=t made undcr this
insurance have not been waved. thosc nghts arc transferred to us. The insured must do nothing
after lass to impair them, At ourrcyucst, the inwred %ill hnng .wit or transtcr those rights to us
and hc:p us cnforcc Ihcm.
chis condition docs not apply to medkW expenses,
Ltab* kmurancs
Form fi"24 W (Rev J-01; canoe! ftod 7, of 37
C H U B B' Liability Insurance
Endorsement
Policy Period
EffeOve Date
Policy Number
Insured
Name of Company
Date Issued
This Endorsement applies to the following forms:
GENERAL LIABILITY
Who Is An Insured
MARCH 1, 2020 TO MAY 1, 2021
MARCH 1, 2020
3583-99-08 TPA
GREENBERG TRAURIG, LLP
FEDERAL INSURANCE COMPANY
MARCH 27, 2020
Under Who Is An Insured, the following provision is added
Additional Insured - Persons or organizations shown in the Schedule are insureds; but they are insureds only if you are
Scheduled Person obligated pursuant to a contract or agomment to provide them with such insurance as is afforded by
Or Organization this policy.
However, the person or organization is an insured only:
• if and then only to the extent the person or organization is described in the Schedule;
• to the extent such contract or agreement requires the person or organization to be afforded
status as an insured;
• for activities that did not occur, in whole or in part, before the execution of the contract or
agreement; and
• with respect to damages, loss, cost or expense for injury or damage to which this insurance
applies.
No person or organization is an insured under this provision:
• that is more specifically identified under any other provision of the Who Is An Insured
section (regardless of any limitation applicable thereto).
• with respect to any assumption of liability (of another person or organization) by them in a
contract or agreement. This limitation does not apply to the liability for damages, loss, cost or
expense for injury or damage, to which this insurance applies, that the person or organization
would have in the absence of such contract or agreement.
Liability Insurance Additfanal Insured - Scheduled Person Or Organization continued
Farm 80.02-2367 (Rev 5-07) Endorsement Page 1
CHUBB°
Liability Endorsement
(continued)
Under Conditions, the following provision is added to the condition titled Other Insurance.
Conditions
Other Insurance — If you are obligated, pursuant to a contract or agreement, to provide the person or organization
Primary, Noncontributory shown in the Schedule with primary insurance such as is afforded by this policy, then in such case
Insurance — Scheduled this insurance is primary and we will not seek contribution from insurance available to such person
Person Or Organization or organization.
Schedule
Persons or organizations that you are obligated, pursuant to a contract or agreement, to provide with
such insurance as is afforded by this policy.
All other terms and conditions remain unchanged.
Authorized Representadva
LIAMly Insurance Addidonal Insured - Scheduled Person OrOrganizadon
Farm 80-02-2367 (Rev. 5-07) Endorsement
laat Page
Page 2
COMMERCIAL AUTOMOBILE
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
This endorsement modifies the Business Auto Coverage Form.
1. EXTENDED CANCELLATION CONDITION
Paragraph A.2.b. — CANCELLATION - of the
COMMON POLICY CONDITIONS form 1L 00 17 is
deleted and replaced with the following:
b. 60 days before the effective date of cancellation if
we cancel for any other reason.
2. BROAD FORM INSURED
A. Subsidiaries and Newly Acquired or Formed
Organizations As Insureds
The Named Insured shown in the Declarations is
amended to include:
1. Any legally incorporated subsidiary in which
you own more than 50% of the voting stock on
the effective date of the Coverage Form.
However, the Named Insured does not include
any subsidiary that is an "insured" under any
other automobile policy or would be an
"Insured" under such a policy but for its
termination or the exhaustion of its Limit of
Insurance.
2. Any organization that is acquired or formed by
you and over which you maintain majority
ownership. However, the Named Insured
does not include any newly formed or acquired
organization:
(a) That is an "insured" under any other
automobile policy;
(b) That has exhausted its Limit of Insurance
under any other policy; or
(c) 180 days or more after its acquisition or
formation by you, unless you have given
us written notice of the acquisition or
formation.
Coverage does not apply to "bodily injury" or
"property damage" that results from an "accident"
that occurred before you formed or acquired the
organization.
B. Employees as Insureds
Paragraph A.1. — WHO IS AN INSURED — of
SECTION II -- LIABILITY COVERAGE is amended to
add the following:
d. Any "employee" of yours while using a
covered "auto" you don't own, hire or
borrow in your business or your personal
affairs.
C. Lessors as Insureds
Paragraph A.1. — WHO IS AN INSURED — of
SECTION II — LIABILITY COVERAGE is
amended to add the following:
e. The lessor of a covered "auto" while the
"auto" is leased to you under a written
agreement if:
(1) The agreement requires you to
provide direct primary insurance for
the lessor; and
(2) The "auto" is leased without a driver.
Such leased "auto' will be considered a
covered "auto" you own and not a covered
"auto" you hire.
However, the lessor is an "insured" only
for "bodily injury" or "property damage"
resulting from the acts or omissions by:
1. You;
2. Any of your "employees" or agents;
or
3. Any person, except the lessor or
any "employee" or agent of the
lessor, operating an "auto" with the
permission of any of 1. and/or 2.
above.
D. Persons And Organizations As Insureds
Under A Written Insured Contract
Paragraph A.1 —WHO IS AN INSURED — of
SECTION II — LIABILITY COVERAGE is
amended to add the following:
f. Any person or organization with respect to
the operation, maintenance or use of a
covered "auto", provided that you and
such person or organization have agreed
under an express provision in a written
"insured contract", written agreement or a
written permit issued to you by a
governmental or public authority to add
such person or organization to this policy
as an "insured".
However, such person or organization is
an "insured" only:
Form: 16-02-0292 (Rev. 11-16) Page 1 of 3
"Includes copyrighted material of Insurance Services Office, Inc. with its permission"
K.
4
5.
(1) with respect to the operation,
maintenance or use of a covered
"auto"; and
(2) for "bodily injury" or "property damage"
caused by an "accident" which takes
place after:
(a) You executed the "insured
contract" or written agreement; or
(b) The permit has been issued to
you.
FELLOW EMPLOYEE COVERAGE
EXCLUSION B.5. - FELLOW EMPLOYEE —of
SECTION II — LIABILITY COVERAGE does not apply.
PHYSICAL DAMAGE — ADDITIONAL TEMPORARY
TRANSPORTATION EXPENSE COVERAGE
Paragraph AA.a. — TRANSPORTATION EXPENSES
— of SECTION III — PHYSICAL DAMAGE
COVERAGE is amended to provide a limit of $50 per
day for temporary transportation expense, subject to a
maximum limit of $1,000.
AUTO LOAN/LEASE GAP COVERAGE
Paragraph A. 4. — COVERAGE EXTENSIONS - of
SECTION III — PHYSICAL DAMAGE COVERAGE is
amended to add the following:
c. Unpaid Loan or Lease Amounts
In the event of a total "loss" to a covered "auto', we will
pay any unpaid amount due on the loan or lease for a
covered "auto" minus:
1. The amount paid under the Physical Damage
Coverage Section of the policy; and
2. Any:
a. Overdue loan/lease payments at the time of
the 'Moss';
b. Financial penalties imposed under a lease for
excessive use, abnormal wear and tear or
high mileage;
c. Security deposits not returned by the lessor:
d. Costs for extended warranties, Credit Life
Insurance, Health, Accident or Disability
Insurance purchased with the loan or lease;
and
e. Carry-over balances from previous loans or
leases.
We will pay for any unpaid amount due on the loan or
lease if caused by:
1. Other than Collision Coverage only if the
Declarations indicate that Comprehensive
Coverage is provided for any covered "auto'
2. Specified Causes of Loss Coverage only if the
Declarations indicate that Specified Causes of
Loss Coverage is provided for any covered "auto'
or
3. Collision Coverage only if the Declarations indicate
that Collision Coverage is provided for any
covered "auto.
6. RENTAL AGENCY EXPENSE
Paragraph A. 4. — COVERAGE EXTENSIONS — of
SECTION III — PHYSICAL DAMAGE COVERAGE
is amended to add the following:
d. Rental Expense
We will pay the following expenses that you or
any of your "employees" are legally obligated
to pay because of a written contract or
agreement entered into for use of a rental
vehicle in the conduct of your business:
MAXIMUM WE WILL PAY FOR ANY ONE
CONTRACT OR AGREEMENT:
1. $2,500 for loss of income incurred by the
rental agency during the period of time that
vehicle is out of use because of actual
damage to, or "loss" of, that vehicle, including
income lost due to absence of that vehicle for
use as a replacement;
2. $2,500 for decrease in trade-in value of the
rental vehicle because of actual damage to
that vehicle arising out of a covered "loss"; and
3. $2,500 for administrative expenses incurred
by the rental agency, as stated in the contract
or agreement.
4. $7,500 maximum total amount for paragraphs
1., 2. and 3. combined.
7. EXTRA EXPENSE — BROADENED COVERAGE
Paragraph A.4. — COVERAGE EXTENSIONS — of
SECTION III — PHYSICAL DAMAGE COVERAGE
is amended to add the following:
e. Recovery Expense
We will pay for the expense of returning a
stolen covered "auto" to you.
8. AIRBAG COVERAGE
Paragraph B.3.a. - EXCLUSIONS — of SECTION
III — PHYSICAL DAMAGE COVERAGE does not
apply to the accidental or unintended discharge of
an airbag. Coverage is excess over any other
collectible insurance or warranty specifically
designed to provide this coverage.
9. AUDIO, VISUAL AND DATA ELECTRONIC
EQUIPMENT - BROADENED COVERAGE
Paragraph C.1.b. — LIMIT OF INSURANCE - of
SECTION III - PHYSICAL DAMAGE is deleted
and replaced with the following:
b. $2,000 is the most we will pay for "loss" in any
one "accident" to all electronic equipment that
reproduces, receives or transmits audio, visual
or data signals which, at the time of "loss", is:
(1) Permanently installed in or upon the
covered "auto" in a housing, opening or
other location that is not normally used by
the "auto" manufacturer for the installation
of such equipment;
(2) Removable from a permanently installed
housing unit as described in Paragraph
2.a. above or is an integral part of that
equipment; or
(3) An integral part of such equipment.
10. GLASS REPAIR —WAIVER OF DEDUCTIBLE
Form: 16-02-0292 (Rev. 11-16) Page 2 of 3
"Includes copyrighted material of Insurance Services Office, Inc. with its permission"
Under Paragraph D. - DEDUCTIBLE — of
SECTION III — PHYSICAL DAMAGE COVERAGE
the following is added:
No deductible applies to glass damage if the glass
is repaired rather than replaced.
11. TWO OR MORE DEDUCTIBLES
Paragraph D.- DEDUCTIBLE — of SECTION III —
PHYSICAL DAMAGE COVERAGE is amended to
add the following:
If this Coverage Form and any other Coverage
Form or policy issued to you by us that is not an
automobile policy or Coverage Form applies to the
same "accident", the following applies:
1. If the deductible under this Business Auto
Coverage Form is the smaller (or smallest)
deductible, it will be waived; or
2. If the deductible under this Business Auto
Coverage Form is not the smaller (or smallest)
deductible, it will be reduced by the amount of
the smaller (or smallest) deductible.
12. AMENDED DUTIES IN THE EVENT OF
ACCIDENT, CLAIM, SUIT OR LOSS
Paragraph A.2.a. - DUTIES IN THE EVENT OF
AN ACCIDENT, CLAIM, SUIT OR LOSS of
SECTION IV - BUSINESS AUTO CONDITIONS is
deleted and replaced with the following:
a. In the event of "accident", claim, "suit" or
"loss", you must promptly notify us when the
"accident" is known to:
(1) You or your authorized representative, if
you are an individual;
(2) A partner, or any authorized
representative, if you are a partnership;
(3) A member, if you are a limited liability
company; or
(4) An executive officer, insurance manager,
or authorized representative, if you are an
organization other than a partnership or
limited liability company.
Knowledge of an "accident", claim, "suit" or
"loss" by other persons does not imply that the
persons listed above have such knowledge.
Notice to us should include:
(1) How, when and where the "accident" or
"loss" occurred;
(2) The "insured's" name and address; and
(3) To the extent possible, the names and
addresses of any injured persons or
witnesses.
13. WAIVER OF SUBROGATION
Paragraph A.5. - TRANSFER OF RIGHTS OF
RECOVERY AGAINST OTHERS TO US of
SECTION 1V — BUSINESS AUTO CONDITIONS is
deleted and replaced with the following:
5. We will waive the right of recovery we would
otherwise have against another person or
organization for "loss" to which this insurance
applies, provided the "insured" has waived
their rights of recovery against such person or
organization under a contract or agreement
that is entered into before such "loss".
To the extent that the "insured's" rights to
recover damages for all or part of any
payment made under this insurance has not
been waived, those rights are transferred to
us. That person or organization must do
everything necessary to secure our rights and
must do nothing after "accident" or "loss" to
impair them. At our request, the insured will
bring suit or transfer those rights to us and
help us enforce them.
14. UNINTENTIONAL FAILURE TO DISCLOSE
HAZARDS
Paragraph B.2. — CONCEALMENT,
MISREPRESENTATION or FRAUD of SECTION
IV — BUSINESS AUTO CONDITIONS - is deleted
and replaced with the following:
If you unintentionally fail to disclose any hazards
existing at the inception date of your policy, we will
not void coverage under this Coverage Form
because of such failure.
15. AUTOS RENTED BY EMPLOYEES
Paragraph B.5. - OTHER INSURANCE of
SECTION IV — BUSINESS AUTO CONDITIONS -
is amended to add the following:
e. Any "auto" hired or rented by your "employee"
on your behalf and at your direction will be
considered an "auto" you hire. If an
"employee's" personal insurance also applies
on an excess basis to a covered "auto" hired
or rented by your "employee" on your behalf
and at your direction, this insurance will be
primary to the "employee's" personal
insurance.
16. HIRED AUTO — COVERAGE TERRITORY
Paragraph B.7.b.(5). - POLICY PERIOD,
COVERAGE TERRITORY of SECTION IV —
BUSINESS AUTO CONDITIONS is deleted and
replaced with the following:
(5) A covered "auto" of the private passenger
type is leased, hired, rented or borrowed
without a driver for a period of 45 days or
less; and
17. RESULTANT MENTAL ANGUISH COVERAGE
Paragraph C. of - SECTION V — DEFINITIONS is
deleted and replaced by the following:
"Bodily injury" means bodily injury, sickness or
disease sustained by any person, including
mental anguish or death as a result of the "bodily
injury" sustained by that person.
Form: 16-02-0292 (Rev. 11-16) Page 3 of 3
"Includes copyrighted material of Insurance Services Office, Inc. with its permission"