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HomeMy Public PortalAboutC-20-133 - GREENBERG TRAURIG 2023 JAN 26® GreenbergTraurig Curtis B. Ton Tel 215.988.7804 Fax 215.717.5241 Curtis.Toll@gtlaw.com December 22, 2022 VIA EMAIL John S. Raymond Executive Director Carson Reclamation Authority 701 E. Carson Street Carson, CA 90745 Re: Special Counsel Engagement. Dear 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. 11 dated October 12, 2020. We appreciate the opportunity to provide legal services to Carson Reclamation Authority ("you" or "Client(s)"). 1. Our Agreement. This letter sets forth the terms and conditions by which our firm will represent you. It, together with our attached Billing Policies, constitutes the retainer and engagement agreement (the "Agreement") between you and GT. This is our only agreement for this engagement. If this Agreement is acceptable, please sign and return a copy to me at your earliest convenience; the original is for your files. While we request a signed copy of this Agreement for our records, this Agreement will constitute and state the contract between us if and when we begin rendering any services and such services are accepted. 2. Scope of Engagement: a. The enzaaement 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 Greenberg Traurig, LLP I Attorneys at Law 1717 Arch Street I Suite 400 1 Philadelphia, Pennsylvania 19103 1 T +1215.988.7800 1 F +1 215.988.7801 ACTIVE 684180316v2 www.gfaw.com John S. Raymond Carson Reclamation Authority December 22, 2022 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. Greenberg Traurig, LLP I Attorneys at Law 1717 Arch Street I Suite 400 1 Philadelphia, Pennsylvania 19103 1 T +1 215.988.7800 1 F +1215.988.7801 ACTIVE 684180316v2 www.gflaw.com John S. Raymond Carson Reclamation Authority December 22, 2022 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. 4. Representation of Carson Holdings. Tetra Tech, Inc. and Carson Holdings, LLC. We were previously retained to represent Carson Holdings, LLC ("Carson Holdings") with respect to insurance matters, including the Scope of Work. a. No conflict. Based on the facts currently known to us, we see no actual conflict between you and Carson Holdings with respect to the Scope of Work and have determined that we can adequately represent the interests of each client provided that, as we have been advised, each client has knowingly consented. [i] While we see no current conflict in your respective positions, your interest may diverge in the course of the representation or facts may come to light suggesting an actual or potential conflict between you with respect to the matters in controversy. If that occurs, we will bring the actual or potential conflict to your attention; and we ask that you do the same if you become aware of facts or circumstances that suggest that to you. If such occurs, we will discuss the conflict or potential conflict with you as well as whether a waiver of the conflict may be possible to allow us to continue the representation. If the circumstances do not permit such a waiver or if you are unwilling to give such a waiver, we will be compelled to terminate the representation of Client. [ii] You previously consented to GT's prior representation of Carson Holdings with respect to the Scope of Work. GT no longer represents Carson Holdings with respect to the Scope of Work and Carson Holdings has consented to our ongoing representation of Client in this regard. [iii] During the course of our representation, we will send invoices for our fees and expenses to Client. Client shall be responsible for payment for any fees or expenses associated with work that is the subject of this Agreement. GT will provide task budgets and periodic updates of the same to Client upon request. [iv] GT has in the past and continues to represent Tetra Tech, Inc. ("Tetra Tech") in matters unrelated to the Scope of Work. GT will not be adverse to Tetra Tech in any dispute resolution proceeding or litigation between the Client, Carson Holdings or the, JPA, respectively, and Tetra Tech. In the event such a dispute arises, GT will continue to represent Client with respect to the Scope of Work. Greenberg Traurig, LLP I Attorneys at Law 1717 Arch Street I Suite 400 1 Philadelphia, Pennsylvania 19103 1 T +1 215.988.7800 1 F +1 215.988.7801 ACTIVE 684180316v2 www.gtiaw.com John S. Raymond Carson Reclamation Authority December 22, 2022 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 lawyers, generally associates and paralegals. That may change and additional or different attorneys and paralegals may participate or replace others in this engagement, depending on the circumstances during the engagement, as to the Scope of Work. If there are changes in staffing, you will be advised; and, of course, if you wish different persons to be involved, we will discuss that with you to attempt to assure that you are satisfied with the staffing. 6. Fees and Expenses. 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. 8. Miscellaneous: a. Binding effect. This Agreement is personal to us and is not assignable by either of us without the written consent of the other. b. Modification. This Agreement may not be changed, amended, or otherwise modified, in whole or in part, except by a writing executed by all parties to this Agreement. No unilaterally proposed or announced change, supplementation, interpretation, guideline or other statement or pronouncement (by either GT, you or anyone else), whether inconsistent with any provision of the Agreement or otherwise, will be effective or binding or will otherwise suffice to modify or add to this Agreement unless accepted in writing by the other of us and/or, as applicable, any other person or entity sought to be bound by or otherwise affected by it. Greenberg Traurig, LLP I Attorneys at Law 1717 Arch Street I Suite 400 1 Philadelphia, Pennsylvania 19103 1 T +1 215.988.7800 1 F +1 215.988.7801 ACTIVE 684180316v2 www.gtlaw.com John S. Raymond Carson Reclamation Authority December 22, 2022 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, LLP I Attorneys at Law 1717 Arch Street I Suite 400 1 Philadelphia, Pennsylvania 19103 1 T +1 215.988.7800 1 F +1 215.988.7801 ACTIVE 684180316v2 www.gtiaw.com John S. Raymond Carson Reclamation Authority December 22, 2022 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 the foregoing accurately states our Agreement, please countersign and return a copy of this letter with your retainer payment to so indicate and confirm your assent to its terms. For your convenience, we have enclosed a self-addressed, stamped envelope. ACCEPTED AND AGREED WITH CONSENTS AND WAIVERS GRANTED: By: (� l Dated: By: J Dated: TION AUTHORITY JIL,� 5E��,4 Davis -Holmes, Chair / 1� /.2023 2 Very truly yours, GREENBERG TRAURIG, LLP By: Curtis B. Toll / �4gON, 04� V Director REVIEWED AND APPROVED BY: ALESHIRE & WYNDER, LLP By: Sunny Soltani, Esq. Dated: January 5, 2023 Cq� fro ala�ta,v� �- "4�) ar). Ci}� Clerk Greenberg Traurig, LLP j Attorneys at Law 1717 Arch Street I Suite 400 1 Philadelphia, Pennsylvania 19103 1 T +1215,988.7800 1 F +1 215.988.7801 ACTIVE 684180316v2 www.guaw.com John S. Raymond Carson Reclamation Authority December 22, 2022 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 the foregoing accurately states our Agreement, please countersign and return a copy of this letter with your retainer payment to so indicate and confirm your assent to its terms. For your convenience, we have enclosed a self-addressed, stamped envelope. Very truly yours, GREENBERG TRAURIG, LLP By: Curtis B. Toll ACCEPTED AND AGREED WITH CONSENTS AND WAIVERS GRANTED: CARSON RECLAMATION AUTHORITY Lula Davis-Hohnes, Chair Dated: By: _ John Raymond, Executive Director Dated: REVIEWED AND APPROVED BY: Sunny Soltani, Esq. Dated: Greenberg Traurig, LLP I Attorneys at Iaw 1717 Arch Street I Suite 400 1 Philadelphia, Pennsylvania 19103 1 T +1215.988.7800 1 F +1 215.988.7801 ACT/VE 684180316v2 www.gdaw.com BILLING POLICIES Introduction We look forward to doing business with you. This document outlines our standard billing practices. Fees Our fees are based on the time required to handle the matter at our normal individual lawyer/paralegal hourly rates. The rates of our lawyers and paralegals are subject to change. Any new rates would be implemented immediately after they are adopted and would apply to services rendered after the effective date thereof. Whenever appropriate and consistent with the proper representation of our clients, we may use paralegals, junior attorneys, contract attorneys and staff members in order to minimize the impact of the hourly rates of the more senior attorneys. We believe the utilization of junior attorneys, paralegals or staff members, in consultation with and under supervision of more experienced attorneys in the Firm as appropriate, may enable us to maintain economically and efficiently the high quality of our legal representation, while permitting us to both avoid sacrificing the quality of our work for lower fees and to avoid assigning senior attorneys tasks which can be performed efficiently by junior attorneys, paralegals or other staff members. We will charge for all time spent representing your interests, including, by way of example, telephone and office conferences with you or your representatives, co -counsel, opposing counsel, fact witnesses, consultants (if any), and others; conferences among our legal and paralegal personnel; participation in discovery; factual investigation; legal research; responding to your requests for us to provide you or your representatives with additional information; responding to clients' requests to provide information to auditors in connection with reviews or audits of financial statements; preparation of letters, pleadings, and other documents; and attendance at depositions, hearings, mediations, closings, trials, or other proceedings; and travel (both local and out of town). Hourly charges will not be applied to time spent on out-of- town travel. 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. ACTIVE 684180316v2 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. Type of Invoice Unless otherwise agreed, we will send you a monthly invoice which reflects the amount of our fees and expenses attributable to the matter. At your option, the invoice will be either generalized or detailed. The generalized invoice will indicate total fees due for legal work accomplished and the total costs charged to the file. In the alternative, the invoice will have a detailed backup sheet showing the attorney that worked on the matter; the work performed; the time spent on the task; and, the total fee amount due. Payment of Invoices We will bill our time charges on a monthly basis. Each invoice is payable upon receipt. Any unpaid balance not paid within forty-five (45) days of the billing date may be cause for postponement by GT of ongoing services. In the event we receive a payment from a client at a time when more than one invoice is outstanding on any one or more matters for that client, we will apply that payment to any such invoice(s), unless the payment is accompanied by the remittance copy of the invoice(s) being paid or by some other written indication from the client directing how the payment is to be applied. It is the policy of the Firm to discontinue representation, in a manner in accordance with applicable Rules of Professional Responsibility, for any client whose account is more than ninety (90) days in arrears, unless special arrangements in writing are approved by Greenberg's Chief Executive Officer. Individual attorneys are not authorized to make such arrangements or to waive this policy. Retainers For certain types of matters, our policy is to require that our clients provide us with an initial fee retainer and expense deposit. The exact amount of this retainer and deposit will be agreed to by the client and the billing attorney. Unless other arrangements are made, the retainer for legal fees and expenses will be held throughout the engagement and will be applied against payment of the last invoice on the matter or refunded if the account is up to date. The cost and expense deposit will be retained in our trust account, with interest on that account to be paid in accordance with governing law or, if this matter is subject to special requirements of another State, those requirements. ACTIVE 684180316v2 Different Billing Arrangements Individual billing arrangements that differ from these general policies will be discussed and agreed to between the client and the billing attorney and will be set forth in a retention letter. Mutual Right to Terminate Relationship Of course, every client has the right to terminate our representation at any time for any reason. We have the same right upon giving the client reasonable notice so that suitable arrangements can be made by the client to obtain alternative representation, in accordance with the applicable Rules of Professional Responsibility. Among the reasons for which we may terminate representation are: (1) nonpayment of our fees, charges or costs; (2) the client's failure or refusal to be forthright, cooperative or supportive of our efforts; (3) the client's misrepresentation of, or failure or refusal to disclose material facts; (4) the client's failure or refusal to accept our advice; (5) discovery of a conflict with another client of Greenberg, or (6) any other reason permitted or required under applicable Rules of Professional Responsibility. Subject to any limitations imposed by a court, Greenberg or you may terminate Greenberg's representation upon ten (10) days' written notice. Following termination, we will continue to provide representation in the matter for a reasonable time, at your request, until arrangements can be made for alternate representation. However, our services will consist of only those necessary to protect your interests and prevent prejudice. Moreover, if substitute counsel have not been located within ten (10) days of the termination of the representation, you nonetheless agree that appropriate papers allowing Greenberg to withdraw may be filed. We will be entitled to be paid for all services rendered and other charges accrued on your behalf to the date of our withdrawal. Official Ina uiries 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. Ouestions Regarding Billings Any questions regarding billing should be immediately directed to the billing attorney or to our Accounting Department. ACTIVE 684180316v2 GREENBERG TRAURIG, LLP Scope of Work for Carson Reclamation Authority January 1, 2023 to December 31, 2024 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 CPL/PLI 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 2023 hourly rate will be $795 and Giuliano Apadula will bill at $655 per hour. We will cap all rates for our associates at $510 per hour and will bill CRA the lesser of their rack rate or this rate. • All other GT timekeepers, if any, will bill at a 10% discount from rack rates. Rates will remain constant through December 31, 2024. ACTIVE 684180316v2 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 08/24/2022 F 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 policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms 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 endorsement(s). PRODUCER Aon Risk Services, Inc of Florida 1001 Brickell Bay Drive CONTACT NAME: PHONE (866) (866) 283-7122 A/C.No.: (800) 363-0105 E-MAIL ADDRESS: Suite 1100 Miami FL 33131 USA INSURER(S) AFFORDING COVERAGE NAIC # INSURED INSURERA: Columbia Casualty Company 31127 Greenberg Traurig P.A. 333 S.E. 2nd Avenue suite 4400 INSURER B: Great Northern Insurance Co. 20303 INSURER C: Federal Insurance Company 20281 Miami FL 33131 USA INSURER D: Sentry Insurance Company 24988 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570094991443 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, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MM/DD MM/DDIYYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $1,000,000 CLAIMS -MADE X❑ OCCUR PREMISES Ea occurrence S1,000,000 MED EXP (Any one person) $10,000 PERSONAL& ADV INJURY $1,000,000 GEN'LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY ElPRO- JECT F LOC PRODUCTS - COMP/OP AGG $2,000,000 OTHER: B AUTOMOBILE LIABILITY Y Y 7353-05-34 05/01/2022 05/01/2023 COMBINED SINGLE LIMIT $1,000,000 Ea accident BODILY INJURY ( Per person) X ANYAUTO BODILY INJURY (Per accident) OWNED SCHEDULED AUTOS ONLY AUTOS HIREDAUTOS NON -OWNED ONLY AUTOS ONLY PROPERTYDAMAGE Per accident C X UMBRELLA LM X OCCUR 79818423 05/01/2022 05/01/2023 EACH OCCURRENCE $25,000,000 EXCESS LIAB CLAIMS -MADE AGGREGATE $25,000,000 DED I RETENTION D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/ PARTNER / EXECUTIVE❑ 9015448001 X I PER STATUTE I OTH- ER E.L. EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N (Mandatory in NH) N I A E.L. DISEASE-EAEMPLOYEE $1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $1,000,000 A Lawyers Prof 198277147 02/22/2022 02/22/2023 See Addendum Included Claims Made DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Carson Reclamation Authority, its elected and appointed officers, employees, volunteers and agents are included as Additional Insured in accordancewith 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 Carson Reclamation Authority, its elected and appointed officers, employees, volunteers and agents in accordance with the policy provisions of the General Liability and Automobile Liability policies. F� W CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE INSURANCE APPROVED EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Carson Reclamation Authority D AUTHORIZED REPRESENTATIVE - 701 E. Carson Street Carson CA 90745 USA $/31/2022 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 10515898 LOC #: "4 k-� ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY Aon Risk Services, Inc of Florida NAMEDINSURED Greenberg Traurig P.A. POLICY NUMBER See Certificate Number: 570094991443 CARRIER See Certificate Number: 570094991443 NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Lawyers Professional Liability Program As respects Lawyers Professional Liability policy numbers BM00037225Eo22A, 0069217/002, MKLB25GPL0003460, Aon Commercial Risk (U.S.) is generating and distributing this certificate in an administrative capacity. Aon Bermuda is the broker for the defined policies. PRIMARY Limits: $30 Million Each Claim/$60 Million Aggregate SIR: $12 Million Each Claim/$24 Million Aggregate SIR applies per policy terms & conditions Endurance American specialty Insurance Company, 5%, Pol#LPL30016295000 Ironshore Specialty Insurance company, 8.33%, Pol#LPL7NABYF9D003 Scottsdale Insurance Company, 8.33%, P01#LWS0001000 QBE specialty insurance Company, 10%, Pol#QPL0071350 Underwriters at Lloyd's, 13.34%, P01#PSLNS2200283 National Fire & Marine Insurance Company, 16.667%, Pol#42-EPP-301070-07 Columbia casualty Company, 25%, Pol#198277147 1st Excess: Limits: $30 Million Each Claim/$60 Million Aggregate xs $60 Million Aggregate Allied world Assurance Company, LTD, 6.67%, Pol#C069217/002 westfield Specialty Insurance Company, 7.5%, P01#ELP-00005W4 Ironshore Specialty Insurance Company, 10%, Pol#LPL7NABYF91003 National Fire & Marine insurance Company, 10%, Pol#42-EPP-150123-09 Markel Bermuda Limited, 11.67%, Pol#MKLB25GPL0003460 Scottsdale Insurance company, 16.6667%, Pol#LXS0001621 Endurance American Specialty Insurance company, 16.67%, Pol#LPX30016248700 Underwriter's at Lloyd's, 20.83%, P01#PSLNS2201626 ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 10515898 LOC #: A ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY Aon Risk services, Inc of Florida NAMEDINSURED Greenberg Traurig P.A. POLICY NUMBER See Certificate Number: 570094991443 CARRIER see Certificate Number: 570094991443 NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Lawyers Professional Liability Program 2nd Excess: Limits: $40 Million Each Claim/$80 Million Aggregate xs $120 Million Aggregate QBE Specialty Insurance Company, 8.75%, Pol#130002302 XL Bermuda LTD., 12.5%, P0l#BM00037225E022A National Fire & Marine Insurance Company, 17.5%, Pol#42-EPP-150124-09 Underwriter's at Lloyd's, 61.25%, Pol#PSLNS2201628 3rd Excess: Limits: $40 Million Each Claim/$80 Million Aggregate xs $200 Million Aggregate westfield Specialty insurance Company, 3.4375%, P01#ELP-00002Y7 Endurance American Specialty Insurance Company, 6.25%, Pol#LPx30016248500 Ironshore Specialty Insurance Company, 8.75%, Pol#LPL7NABYF9KO03 QBE Specialty Insurance Company, 8.75%, Pol#130002303 Great American Fidelity insurance Co., 12.5%, Pol#LAXE558570 Starr Indemnity & Liability Company, 14.375%, Pol#slsiPRx26502522 Aspen Specialty Insurance Company, 18.75%, Pol#LXOOAM722 Underwriter's At Lloyds, 21.1875%, P01#PSLNS2201521 ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD