Report to Carson Reclamation Authority
Tuesday, September 06, 2022
Consent
SUBJECT:
Title
CONSIDER A LETTER AGREEMENT FOR LEGAL SERVICES ("LETTER AGREEMENT") WITH ORRICK, HERRINGTON & SUTCLIFFE LLP, REGARDING CERTAIN TRANSACTIONAL AGREEMENTS AMONG THE CARSON RECLAMATION AUTHORITY, THE CITY OF CARSON, AND CAM-CARSON, LLC )
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I. SUMMARY
Under the previously approved Amendment to Cooperation Agreement between the City of Carson ("City") and the Carson Reclamation Authority ("Authority"), the City and Authority are required to provide to CAM-Carson LLC ("CAM") an opinion letter from Orrick, Herrington & Sutcliffe LLP ("Orrick") within 30 days of execution of the Amendment to Cooperation Agreement, that the execution and delivery of the Amendment to Conveyancing Agreement and the Amendment to Cooperation Amendment will not adversely affect the valid and binding nature of the sales tax sharing structure contained within the original 2018 Conveyancing Agreement and Cooperation Agreement, among the City, Authority, and CAM. Orrick will be retained directly by the Authority and the City, and therefore Authority is its client, but CAM has the obligation to pay 100% of the legal fees of Orrick. The Authority Board's approval of the Letter Agreement shall be subject to subsequent approval from the City Council.
II. RECOMMENDATION
Recommendation
1. APPROVE an engagement letter for the performance of legal services by Orrick pursuant to the attached Letter Agreement for Legal Services ("Letter Agreement") in a form acceptable to Authority Counsel;
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2. ALTERNATIVES
TAKE no action.
3. BACKGROUND
Orrick, the City, and the Authority entered into an engagement letter agreement for legal services in March 2018 (the "Agreement"), related to the one or more agreements between the City and the Authority and between the Authority and CAM, to finance certain site work required for the construction of the Fashion Outlets of Los Angeles project. Pursuant to t...
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