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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 lA TYPE OF INSURANCE ppppb� NgO gUg� wyp POLICY NUMBER [ [ LUIU S X COMMERMALOENERALLIABILITY Y Y 3583990 0 1 0 0 05 1 0 1 EACH OCCURRENCE 511000,00 X f OCCUR CLAIM&MADEEl �L 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: B AUTOMOBILE UAIM tTY Y Y 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[) ONLY A UAS X OCCUR 79818423 03/01/2020 05/01/2021 EACH OCCURRENCE 325,000,00XCESS 4XUMSRELLA LIAB CLAIMS -MADE AGGREGATE S25,000, 00O RETENTION D WORMERS COMPENSATION AND 901544801 10/10/2020 10/10/2021 X PER STATUTE OTFI. ER EMPLOYERWUABILITY YIN E.L. EACH ACCIDENT S 1, 000, 00 ANY PROPRIETOR! PARTNER) N MCUTIVE OFFICERIMEMSER (Mandatory h NHI NIA E.L DISEASE -EA EMPLOYEE 51, 000, 00 If YYss. descnbe under DESCRIPTION OF OPERATIONS below E.L. DISEASET'OUCY UM[T S1.000.00 c Lawyers Prof 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"