Report to Mayor and City Council
Tuesday, April 03, 2018
Consent
SUBJECT:
Title
CONSIDER A SPECIAL COUNSEL ENGAGEMENT LETTER WITH ORRICK, HERRINGTON & SUTCLIFFE LLP, WITH REGARDS TO THE TRANSACTIONAL AGREEMENTS BETWEEN THE CARSON RECLAMATION AUTHORITY AND THE CITY OF CARSON AND CAM-CARSON LLC FOR THE DEVELOPMENT OF CELL 2 OF THE 157-ACRE PARCEL OWNED BY THE CARSON RECLAMATION AUTHORITY, THE THE FORMER CAL-COMPACT LANDFILL
Body
I. SUMMARY
The City of Carson ("City") is considering entering into a statutory Development Agreement with CAM-CARSON, LLC, a Delaware limited liability company ("Developer"), an affiliate of The Macerich Company of Santa Monica, California, for the development of Cell 2 of the 157-acre parcel owned by the Carson Reclamation Authority ("Authority"), formerly known as the Cal-Compact Landfill ("Site"), into a high end fashion outlet mall.
Concurrent with the Development Agreement, the Authority is considering entering into: (1) a Cooperation Agreement with the City for the reimbursement of sales taxes to help fund public infrastructure on behalf of the City, and other development costs, in order to make the Site developable; and (2) a Conveyancing Agreement with Developer for the conveyance of approximately 41 net acres of the surface lot of Cell 2 of the Site.
The effectiveness of the Development Agreement, the Cooperation Agreement and the Conveyancing Agreement (collectively, "Agreements") are contingent one upon the other.
The City and Authority desire to engage the specialized legal services of Orrick, Herrington & Sutcliffe LLP, due to the complexity of these Agreements and their interconnectedness. Under this proposed agreement, Orrick, Herrington & Sutcliffe LLP will be retained directly by the City and Authority, and therefore City and Authority are its clients, and the Developer has the obligation to pay 100% of their fees.
II. RECOMMENDATION
Recommendation
1. APPROVE a Special Counsel Engagement Letter between the Cit...
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