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HomeMy WebLinkAbout10 SPECIAL COUNSEL 12-02-02AGENDA REPORT NO. 10 12-02-02 MEETING DATE: DECEMBER 2, 2002 TO: FROM: SUBJECT: WILLIAM A. HUSTON, CITY MANAGER LOIS JEFFREY, CITY ATTORNEY AND CHRISTINE SHINGLETON, ASSISTANT CITY. MANAGER APPOINTMENT OF SPECIAL COUNSEL- REAL ESTATE SERVICES - TUSTIN LEGACY SUMMARY Given the size and scope of the Master Developer solicitation for the Tustin Legacy Project and current and anticipated real estate negotiations for the project, authorization for special real estate attorney services is being requested. RECOMMENDATION It is recommended that the City Council authorize the appointment of special counsel under the City Attorney's office for real estate services for Tustin Legacy. FISCAL IMPACT The City's 2002-03 MCAS Tustin Enterprise Fund identified anticipated funding for legal services of $280,000. Legal charges related to real estate transactions for the Tustin Legacy project will be expensed against future anticipated land sales. BACKGROUND/DISCUSSION As the City proceeds with implementation activities associated with the Tustin Legacy project including major real estate disposition activities, the City Attorney's office, and Tustin Legacy consultant and our Agency staff have identified the need for special real estate attorney services. These needs are immediate and would be in addition to any support that would still be needed from the City Attorney's office and from special counsel George Schlossberg. The ability to meet critical schedules will require the full and undivided attention of special legal counsel for an extended period of time. The complexities of the size and scale of the real estate transactions envisioned for Tustin Legacy make it extremely important that the City retain such legal real estate resources. An experienced transactional real estate attorney would place the City on an equal footing with the legal counsel available to private developers in completing transactions for the project. Millions of dollars are at stake in these transactions. As the Council is aware, the City is currently negotiating with John Laing Homes on Parcel 33 and it is important that we complete this transaction in early 2003. The City is also currently negotiating with John Laing Homes on Parcel 34 with the desire for a transaction to be completed in Fall 2003. The'Retail site Business Plan submittals are anticipated on December 19, 2003 and we anticipate a closing on that transaction also in the Fall of 2003. We also are in the process of preparing a Request for Qualifications for a Master Developer which will be brought to the market in January. The complexity, size and scale of these real estate transactions make it extremely important that the City have special real estate legal resources. Five firms (both small and large) with strong transactional real estate experience were interviewed by the City Attorney's office and Agency staff. The team unanimously recommends the engagement of the firm of Gilchrist and Rutter. The two primary attorneys from the firm who will be committed to the project include James R. Andrews and Amy Freilich, both of whom have a tremendous amount of experience in public- private real estate transactions. A copy of the firm's background is attached along with a recommended engagement agreement. All expenses associated with disposition of property in the Tustin Legacy project is an allowable expense against land sale proceeds. Attorney services were projected as part of the 2003 FY Budget for the MCAS Tustin Enterprise account. Christine Shing Assistant City Manager Lois Jeffrey, City Attorney LAW OFFICES GILCHRIST & RUTTER PROFESSIONAL CORPORATION WILSHIRE PALISADES BUILDING 1299 OCEAN AVENUE, SUITE 900 SANTA MONICA. CALIFORNIA 90401-1000 November 21, 2002 TELEPHONE (31 O) 393-4000 FACSIMILE (310) 394-4700 E-MAIL: jandrewsg rlawyers.com Mayor and Members of the City Council City of Tustin 300 Centennial Way Tustin, California 92780 Attn: Lois E. Jeffrey City Attorney Re: Engagement Agreement for Special Counsel Services Dear Honorable Mayor and Members of the City Council: Gilchrist & Rutter Professional Corporation is pleased to present this Agreement for Special Counsel Services to the City of Tustin. As required by the State Bar of California, we are providing you with this engagement letter, and the accompanying Memorandum Regarding Billing and Fee Arrangement ("Memorandum"). Together, they set forth the administrative steps our Firm will follow in accepting this engagement and the general terms of our agreement to represent you. We want to thank you for the opportunity to serve you in this matter. We believe that starting off with a good mutual understanding of the services to be performed and who will perform them, together with an understanding of the billing and fee arrangements, is the key to a mutually successful relationship. Please let us know immediately if you have any questions regarding any aspect of the matter which we are going to be handling for you, regarding this letter, or regarding the accompanying Memorandum. 1. Scope of Representation. You have asked us to represent you initially with respect to providing advice and preparing necessary documents in connection with the sale and disposition of property owned by the City of Tustin at the former Marine Corps Air Station in Tustin. Such property may be transferred for financing purposes to the Tustin Public Financing Authority. It is anticipated that you may engage our Firm with respect to various related matters on an "as-needed" basis when and as they arise. In undertaking this legal representation on a special assignment basis only, we will be working for you only at your specific instruction as you shall unilaterally determine. Accordingly, we are not undertaking any general counsel Mayor and Members of the City Council November 21, 2002 Page 2 functions of review, oversight or advice concerning legal matters that may effect you and with which our specific assignments are not involved. Because of the limited nature of our legal representation of you in connection with this representation, our standards of practice do not permit our Firm's name to be utilized or referred to in connection with the phase or term "general counsel" on any corporate literature, public agency, filings, offering materials or selling literature concerning securities, or in any other way, without our prior written consent. If you subsequently determine that you desire our Firm to serve as general counsel, we will be pleased to then specify in writing as we may mutually agree the nature and scope of our engagement at that time. 2. Responsible Lawyers. I, along with Amy Freilich, one of my partners, will be the attorneys primarily responsible for doing this work. Our governmental hourly rates are $$335 and $295, respectively. Other attorneys that may be engaged from time to time at City's discretion are: Donald Nanney at $295 per hour. When it is economically efficient to do so, we may employ one or more other lawyers or paralegals in our firm to assist us. However, regardless of who else might work under my supervision on this matter for you, you may contact me directly any time you wish to discuss your matter. The hourly rates for any lawyers we may employ will vary between $175 and $275 depending upon the seniority of the lawyer. The rate for our paralegals and legal assistants is $150 per hour. No more often than once a year our rates are modified to reflect increases in the consumer price index. We agree not to modify the rates we charge the City prior to 2004. 3. Fee and Billing Arrangements. Our standard fee and billing arrangements are set forth in the enclosed Memorandum. As I mentioned in our previous correspondence, there are two modifications that will be applicable for work performed on behalf of the City of Tustin. We will not charge for the time or cost of travel between our office and locations in Los Angeles and Orange County. Nor will we request a retainer or deposit. Please let me know promptly if you have any questions regarding the Memorandum; otherwise, a signature below approving this letter and the Memorandum indicates your acceptance of such terms. In fairness to the majority of the Firm's clients who pay their bills promptly each month, late payment charges have been established so that the minority of clients whose accounts become delinquent will bear the Firm's cost of late payment, enabling us to render top quality legal services at the lowest possible expense to our clients. Consequently, if payment is not received by the 30th day following the date the invoice in question is mailed, a late payment charge of one percent (1%) of the outstanding balance owed will be added to your statement for Mayor and Members of the City Council November 21, 2002 Page 3 the month following the date of such unpaid invoice and for each month thereafter until payment is received. As requested by the City Attorney we will send our invoices to: Lois E. Jeffrey, Woodruff, Spradlin & Smart, 701 S. Parker Street, Suite 8000, Orange, CA 92868. 4. File Retention Policy. In the course of your representation, we shall maintain a file. In such file we may place correspondence, pleadings, deposition transcripts, exhibits, physical evidence, expert's reports, and other items reasonably necessary to your representation ("Client File"). The Client File shall be and remain your property. We may also place in such file documents containing our attorney work product, mental impressions or notes ("Work Product"). You agree that the Work Product shall be and remain our property. At the conclusion of our representation (which is defined as the time that our work on the matter specified in this letter has been completed), your Client File (but not including the Work Product) shall be made available to you, and you shall have the right to take possession of any and all original contracts, and other important documents that may be in the Client File and we shall have no further responsibility with regard to such documents. If you do not take possession of the Client File at the conclusion of the representation, we shall store such file for you for a period of seven (7) years. While we store your Client File for you, you will have the right to take possession of it at any time that you choose. On the lapse of the seven (7) year period, we may send you a notice to the last address that you have provided us advising of our intention to dispose of the Client File. You shall have sixty (60) days from the date of such notice to take possession of your Client File. If you do not take possession of the Client File within such 60-day period, you agree that we may dispose of the Client File without further notice to you. 5. Insurance. For your information, our malpractice insurance coverage is maintained with Lloyds of London. Our coverage is $8 Million per event and $8 Million aggregate. Our self- insured retention is $50,000. Our current policy period is March 24, 2002 through March 23, 2003. Pursuant to your request, the City of Tustin will be added on to our comprehensive general liability coverage as an additional insured. Please provide me with the precise name and the mailing address of the entity to be added. This coverage does not apply to any automobile loss. Mayor and Members of the City Council November 21, 2002 Page 4 Please contact me immediately if this letter does not accurately reflect your understanding of our agreement. Any corrections or changes must be in writing and signed by both of us. Otherwise, please sign and return the enclosed acknowledgment copy of this letter, at your earliest convenience. A self-addressed, stamped envelope is enclosed. We are delighted to be working with you, and look forward to a long prosperous relationship in accomplishing your objectives. Very truly yours, JRA/AEF:yb/84687_3.DOC/112102 1234.001 GILCH.RIST~ [ /- James R. Andrews // Of the Firm Enclosures The foregoing engagement letter, together with the accompanying Memorandum Regarding Billing and Fee Arrangement, accurately sets forth all of the terms of your engagement and is approved and accepted this __ day of ., 200_. CITY OF TUSTIN By: Name: Its: GILCHRIST & RUTTER PROFESSIONAL CORPORATION Memorandum Regarding Billing and Fee Arrangement Mutual Understanding. We are pleased to have the opportunity to serve you. Our experience has shown that our relationship will be best served if we start with a clear mutual understanding about fees, costs and their payment. Unless our engagement letter transmitting this memorandum to you alters these arrangements, we will assume that the following terms are acceptable to you. Conflicts of Interest. The Firm's intake procedures require that a fully executed copy of the engagement letter be submitted to the Management Committee of the Firm for approval, review of any conflicts of interest be undertaken based upon the information that you have provided us and that certain other routine clerical steps be completed. Subject to satisfying these procedures, we will open a file and commence work for you on this matter. Should it later develop that, based upon information that was not known at the time we started work, a conflict of interest exists or has developed, we will immediately contact you to determine what options we have within the ethical considerations of the Code of Professional Responsibility to resolve the matter or to help you obtain other counsel. Fees for Services. Our normal billing practice is to base legal fees on the amount of time devoted to a matter at hourly rates for the attorneys and other personnel (such as paralegal assistants) involved in the project. Any other fee arrangements must be agreed to by you and us in writing. Our fees are adjusted from time to time to take account of various factors, including increased costs. You will be notified in writing of any adjustments of fees. The hourly rates for attorneys and paralegals in the Firm presently range from $150 for certain paralegals to $450 for the most experienced lawyers. It is not possible at the beginning of any project to determine exactly the nature, extent and costs of the legal services that may be required. Even carefully prepared estimates may turn out to be high or low. Naturally, we will endeavor to minimize attorneys' fees and costs in keeping with sound legal practices and we will keep you apprised with monthly billings. Our experience has been that our clients consider our fees to be reasonable in light of the responsibilities assumed, the effort expended, the results achieved and the expediency with which the project is completed. Costs and Expenses. There are certain costs and expenses (in addition to the fees for our legal services) that you will be obligated to pay, if incurred, such as sheriffs', marshalls' or process servers' fees, filing fees and other court costs, court reporter fees, jury fees, messenger charges, telecopier charges, computerized search fees, word processing charges, printing and photocopying costs, travel costs, transcript fees, parking charges, recording fees, telephone toll charges, fees for experts and other consultants retained on your behalf, and other similar costs and expenses. We will consult with you prior to incurring costs which individually exceed $500. In the case of a large amount, we may request that you send a check to us before the end of the billing period or that you pay these charges directly. DLS :dj w/59272.1 /1234.001/021201 - 1 - Statements. We generate invoices as of the 20th day of each month which are sent to our clients on or about the 25th day of each month. All amounts as billed are due and payable on receipt. The statements we send you will state the current status of your account, both for services rendered and for costs incurred on your behalf. At any time you request, we will provide a statement to you no later than ten (10) days following your request. You are entitled to make subsequent requests for statements at intervals of no less than thirty (30) days. You have the right to have the form of statement for services in any reasonable manner you choose, including a summary billing, a bill reflecting time entries, a bill reflecting date, task and attorney or an abbreviated bill. The form of our statement will include the date, task and time devoted to each task, unless you request otherwise in writing. Retainer and Deposit. A retainer typically is required for all new clients, and we have agreed to an initial retainer as set forth in the engagement letter transmitting this memorandum to you. Any retainer is, of course, a deposit for payment of a portion of the legal fees and costs to be incurred. Except to the extent that legal fees are accrued and costs are incurred, any retainer we hold will remain your property and you are entitled to request a refund of any unused portion without interest pursuant to applicable law. As legal fees and costs are incurred, we will apply any unused portion of the retainer to those amounts. At any time that the balance in your retainer account, as shown on the monthly statement, falls below one-half (1/2) of the original amount, you agree to replenish the retainer account immediately up to the original amount, in addition to the payment of any outstanding fees and costs. By your execution of the engagement letter, you are authorizing us to apply your retainer to pay the outstanding balance of your account in the amount reflected in our most recent statement to you. We may require additional retainers, from time to time, as we deem necessary. In the event this matter involves a trial, arbitration or other contested proceeding, we may require an additional retainer substantially in advance of the trial in an amount deemed appropriate by our Firm. Discharge and Withdrawal. We will endeavor to represent you promptly and effi- ciently according to the highest legal and ethical standards. You have the right to terminate our services, however, at any time upon written notice to us. We also have the right to terminate our services to you, upon written notice, if you fail to pay for our services in a timely manner, if you fail to cooperate with a reasonable request or if we determine that continued representation of you would be unethical, impractical, improper or otherwise undesirable. We each agree to sign any documents reasonably necessary to complete any such termination. Attorneys' Fees and Costs. If there is litigation or arbitration to enforce this agreement, the prevailing party will be entitled to receive its attorneys' fees and costs. California law will apply in connection with this agreement. Disclaimer of Guarantee. We have made no representations, promises or guarantees to you about the outcome or success of your matter. Nothing in this agreement shall be construed as such a promise or guarantee and your obligation to pay the fees and costs incurred in connection with this matter is not dependent in any way on the success of the matters on which you consult with us. DLS: dj w/59272.1 / 1234.001/021201 -2- Lien. You hereby grant the Firm a lien on any recovery, or right to recovery, by way of settlement, judgment, or otherwise, obtained on your behalf. Our lien will be for all amounts due and owing by you to the Firm. Termination or Conclusion. Upon the termination or conclusion of our services, all unpaid charges for services rendered and costs incurred or advanced through the termination or conclusion date shall become immediately due and payable. We acknowledge our obligation, upon your demand, to deliver your file to you at or after the termination or conclusion of our services. We are entitled to retain a copy of your file. Should we determine not to maintain your file following completion of the performance of work on the retained matter, we shall provide you, in writing, with the opportunity to retain the file. Should you not wish to retain the file or should you not respond to us in writing within 30 days of our letter with instructions to forward the file to you, then we shall be entitled to discard the file in our discretion. Litigation Matters. You acknowledge that your engagement of our Firm does not extend to the provision of tax advice, investment planning, or the tax ramifications of any payments made or received during the course of any litigation handled by our firm. Your engagement of our Firm extends to services in connection with litigation at the trial or arbitration level only. Any appellate work on such matter will be the subject of a separate retainer agreement executed by both parties after the merits of an appeal are evaluated. Professional Liability Insurance. Our Firm maintains Professional Liability Insurance applicable to the legal services to be rendered to you. Additional Matters. If you request us to represent you in additional matters, these terms will apply to such matters, unless we both agree otherwise in writing. Questions. If you have questions about any aspects of our fee arrangement or our statements, feel free to raise those questions with the lawyer responsible for your work or, if you prefer, with our Controller. It is important to us that we proceed on a mutually clear and satisfactory basis in working with you. We are open to discussing all of these matters, including the amount of our statements, and we encourage you to be frank with us about them. DLS: dj w/59272.1 / 1234.001/021201 -3 - JAMES R. ANDREWS Relevant transactions in which Mr. Andrews has acted as counsel include the following: Los ANGELES COUNTY References: Ray Fortner, Assistant County Counsel William Lewis, Retired (213) 974-1804 (541) 617-5772 FIRST STREET DEVELOPMENT. Mr. Andrews was outside counsel for the County in the proposed public-private development of two major blocks owned by the County in downtown Los Angeles. The blocks are south of First Street and separated by Grand Avenue. The County proposed that a forty plus story office building be constructed on the first block and a concert hall be constructed on the second block. Ultimately, the office building was not constructed because of economic conditions, and the Disney Concert Hall is under construction. Mr. Andrews' role included the preparation of the Request For Proposals for both developments, the analysis of the responses and the process of interrelating with the bidders. This process included an analysis and review of the various bids with economic consultants to determine the actual economic value of the bids to the County. Mr. Andrews also was involved with the decisions naming the successful bidders. Mr. Andrews' role included participation with a larger team in the negotiation of the various agreements necessary to award the development rights. These agreements included long-term ground leases, guarantees, construction agreements, easement agreements and other related documents. The negotiations of the agreements include working with County Officials, County Counsel, the local Community Redevelopment Agency, and counsel for the successful bidders. DISNEY CONCERT HALL. Mr. Andrews aided County Counsel in overseeing the preparation of the required EIR for the Disney Concert Hall and in the successful defense of the EIR in litigation that was brought by local groups. In addition to working with County Counsel, this process included working with environmental consultants, traffic consultants and economic consultants, and with a review of the pleadings filed with the Court. WHITNEY CANYON DISPOSAL SITE. Mr. Andrews represented the County in negotiations to create a public-private waste disposal site on property owned by the County near Santa Clarita in northern Los Angeles County. The transaction included a proposed swap of certain land owned by the County with other land owned by the Federal Government, so that the disposal site would include an entire [J RA:dj w/84089_1 .DOC/102402/1234.001 ] 1 County. Thus, there were three-way negotiations involving the County, the developer and the U.S. Forest Service. After many months of negotiations this transaction was abandoned by the County. As part of this transaction Mr. Andrews worked with environmental consultants in the preparation of the required EIR and FEIR. CHILDRENS HOSPITAL OF LOS ANGELES Reference: Thomas Armitage, Vice President- Legal (323) 669-2425 VERMONT-SUNSET MTA STATION. Mr. Andrews represented Childrens Hospital of Los Angeles in the proposed public- private development of an offiCe and retail complex to be constructed on land owned by the Hospital over the Vermont-Sunset MTA Station. The MTA needed a temporary taking of a portion of a comer lot owned by the Hospital and proposed that the Hospital contribute this lot to a venture in which the MTA would contribute adjacent lots that it would acquire by eminent domain. Ultimately, the complex was not constructed. Mr. Andrews' work included negotiation with the MTA concerning the initial temporary taking and proposed joint venture. After negotiations on this public-private development terminated, Mr. Andrews negotiated the taking by the MTA of that portion of the lot needed for surface access to the MTA Station. AMBULATORY TOWER. Mr. Andrews represented Childrens Hospital of Los Angeles in the acquisition of the site on which the Hospital constructed its Ambulatory Tower. The site was immediately adjacent to the Hospital and was owned by the Queen of Angels Hospital. The negotiations were extremely complicated, because Queen of Angels had previously entered into a development agreement for the site with a private group. This group unsuccessfully argued that they had vested rights on the site. After the site was acquired, Mr. Andrews represented the Hospital in the negotiation of the construction contracts and lease of portions of the Tower. During construction, Mr. Andrews represented the Hospital in leasing other space near to the Hospital to house facilities that were to be transferred to the Tower. CB RICHARD ELLIS INVESTORS Reference: Charles "Duke" Runnels, Managing Director (213) 683-4348 Mr. Andrews has recently represented CB Richard Ellis Investors in developing a Section 1031 tenants-in-common program. This is a very complicated program. The prototype is presently being marketed. The prototype includes five commercial and retail parcels with a total [JRA:djw/84089_l .DOC/102402/1234.001 ] 2 value of approximately $70,000,000, .subleased to a Master Tenant, optioned to an option holder and then divided into tenancy-in-common units that are sold to investors. Mr. Andrews' role included the .development of the program (which included extensive discussions with tax counsel and PricewaterhouseCoopers), the preparation of the Master Lease, Option and related documents, the negotiations with the lender, the title company option holder, and the securities brokers, the acquisition of the properties, and the oversight of the sales. [JRA:djw/84089_l .DOC/102402/1234.001 ] 3 AMY E. FREILICH Relevant transactions in which Ms. Freilich has acted as lead counsel include the following: Los ANGELES TO PASADENA METRO BLUE LINE CONSTRUCTION AUTHORITY ("AUTHORITY") References: Richard D. Thorpe, Chief Executive Officer (626) 799-0080 Habib Balian, Chief Administrative ~Officer (626) 799-0080 GOLD LINE JOINT DEVELOPMENT PROGRAM. Ms. Freilich was selected by the Authority to develop the its joint (public/private) develOpment policy and to lead its site joint develOPment effort. The Authority has been tasked with construction of a light rail transit system from downtown Los Angeles to Pasadena. The Authority has a budget shortfall and has required that a certain portion of this shortfall be made up from joint development, triggering the need for an expedited joint development process. This ongoing process has included analysis of sites along the 13.7 mile initial phase for their development potential, development of a joint development policy, development and issuance of requests for proposals for each of the proposed sites to the private development community, and analysis of proposals received. Ultimately, at least four sites will be subject to joint development with in excess of $150,000,000 in development planned. Sites include key locations in Chinatown in the City of Los Angeles and adjacent to Old Pasadena in the City of Pasadena. Ms. Freilich's role has included developing the joint development policy and strategy for this effort and leading this process from conception through closing of each site, commencing ~ with analysis of the joint development potential of each site, including the land use, environmental and, assisted by economic consultants, the economic characteristics of each site. Additional transactional work has included the drafting, negotiation of and supervision of others with respect to preparation of requests for proposals, exclusive negotiating agreements, purchase and sale agreements, construction agreements, reciprocal easement agreements (for parking and transit access), security and guaranty instruments and other related documents. In connection with this effort, Ms. Freilich prepared a request for proposal including form purchase and sale and related documentation to streamline the development efforts at the various sites. DEL MAR STATION SITE. Negotiations .have been completed at the Del Mar Station Site, adjacent to Old Pasadena, and the property sold by the Blue Line Authority to a private developer who will construct 350 units of rental housing with mixed-use retail. The total transaction value is approximately $50 million. The transferred site is bisected by a rail right of way, over which the developer will construct housing. The transaction therefore required sale and control of air rights over the track, requiring numerous title issues to be dealt with as well. The developer has been engaged by the Blue Line Authority, utilizing a Parking Development Agreement negotiated by Ms. Freilich, to provide 600 underground parking spaces to be dedicated for transit use, and complex negotiations ensued regarding timing of construction, as construction of rail right of way, [AEF:yb/83603_2.DOC/103002/1234.001 ] 1 parking and private development were undertaken simultaneously. Documentation also included a long term reciprocal easement agreement setting forth the relationship between parking owner, developer and rail transit operator with respect to maintenance, operation and repair of the facility. Negotiations are being carried out simultaneously on three other joint development sites and with the City of Pasadena, which is seeking to purchase both land and parking interests, and has required the careful integration of the rail construction program with the private development program. In carrying out this task Ms. Freilich has been responsible for supervising attorneys at several other law firms, as well as financial analysts and environmental consultants. THE CITY OF LOS ANGELES ($350 MILLION STAPLES CENTER ARENA). References: Patricia V. Tubert, Esq:, Chief of Municipal Counsel Branch - Office of City Attorney Gerry Miller, Executive. Officer (Office of the Chief Legislative Analyst) (213)485-7657 (213) 473-5746 Real estate counsel for the City of Los Angeles in connection with a 55-year ground lease to a private developer for development of the Staples Center Arena (home of the Los Angeles Kings, Lakers and Clippers) and related retail and entertainment in downtown Los Angeles. The transaction required negotiation of a non-subordinated ground lease which provided protection to the City while providing terms acceptable to commercial lending institutions. In addition, the transaction required acquisition of $70 million in property surrounding the Convention Center to be utilized initially for parking and ultimately for development of a major retail hotel and entertainment complex. Documents negotiated by Ms. Freilich included a Development Agreement, Disposition and Development Agreement, Ground Lease, Reciprocal Easement Agreement, Staging Area License and various easement agreements and financial guaranties. The arena transaction, negotiated in a short time frame and with significant political input and public attention, resulted in the City achieving its economic goals of no public subsidy while providing substantial stimulus to the downtown economy. Although the protracted negotiation process reduced public subsidies for the developer from over $150 million, we were able to move this project from "concept" to "ground-breaking" in less than 19 months. THE METROPOLITAN WATER DISTraCT OF SOUTHERN CALIFORNIA (MWD). References: Gilbert F. Ivey, Vice President and Board Executive Officer Jeff Kightlinger, General Counsel (213) 217-6000 (213) 217-6000 MWD UNION STATION HEADQUARTERS FACILITY. Real estate counsel to The Metropolitan Water District of Southern California (MWD) in cmmection with its site selection and development of a $135 million, 500,000 square foot headquarters facility at Union Station in downtown Los Angeles (completed December 1998). [AEF:yb/83603_2.DOC/103002/1234.001 ] 2 This assignment commenced in 1992 with development of a strategy for selection and analysis of proposed alternativ, e headquarters sites, in which Ms. Freilich was a key participant. This phase required analysis of 15 development proposals, eStablishment of a selection process and criteria and negotiations with numerous developers, culminating in the selection of Union Station as the location and Catellus Development Corporation as the developer. Ms. Freilich's responsibilities for the second phase included overseeing California Environmental Quality Act compliance, acquisition of'entitlements and complex real estate and construction documentation negotiations with Catellus and Pankow Construction Company. The fact that this project was completed three months ahead of schedule and approximately $5 million under budget is generally attributed to the modified "design/build" project delivery system that was devised and implemented specifically for this project. OTHER MWD PUBLIC-PRIVATE DEVELOPMENT PROJECTS. Ms. Freilich also served as special real estate counsel to the MWD in connection with: (1) the sale of 45 acres of property to Shea Homes adjacent to the environmentally sensitive Bolsa Chica Wetlands, including transfer in trust of a 24-acre wetlands parcel for wetlands preservation purposes; (2) development of the public-private development strategy for development of a 2,000-acre reservoir-adjacent recreation project in Riverside County. Los ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY (MTA): References: Velma Marshall, Real Estate Manager Joyce Chang, Office of County Counsel Jeff Lyon, Office of County Counsel (213) 922-2415 (213) 922-2502 (213) 922-2513 MTA HEADQUARTERS FACILITY/MULTIMODAL TRANSPORTATION CENTER. Following site selection by RTD, the MTA was created by state statute merging RTD and the Los Angeles County Transportation Commission CLACTC"). The new entity was immediately engulfed in a crisis regarding competing RTD and LACTC headquarters proposals. In highly charged proceedings, the RTD proposal was ultimately selected. Amy Freilich was a leading member of the team which steered the project through that process. Subsequently, Ms. Freilich represented the MTA with respect to its construction of a $350 million joint development project at Union Station in downtown Los Angeles, California, including the 600,000 square foot MTA headquarters and a multi-model transit facility at Union Station in downtown Los Angeles (completed October 1995). This work included scoping and strategy with respect to CEQA compliance, acquisition of entitlements (including CLIP tract map and transfer of development rights)and complex real estate negotiations for the Gateway Center multi-modal (bus, light rail and subway) transit and parking facility and for the MTA headquarters project which, in its initial form, included substantial equity participation rights for MTA. [AEF:yb/83603_2.DOC/103002/1234.001 ] 3 WESTLAKEflVIACARTHUR PARK. Ms. Freilich was retained by MTA in 1997 to assist in development of a 400,000 square foot retail complex to be located at the Westlake/MacArthur Park Metro Rail Red Line Station in Los Angeles. Although the project is currently dormant, this assignment included scoping and review of NEPA and CEQA documentation for the Red Line Westlake/MacArthur Park Station Master Plan; review of financing proposals; negotiation with an adjacent owner of medical facilities; initial discussions with selected developer Catellus Development' Corporation; and advice with respect to obtaining required entitlements. RED LINE EASTERN EXTENSION DEIS/DEIR AND FEIS/FEIR AND JOINT DEVELOPMENT STUDY. Ms. Freilich was retained as a subconsultant to MTA with respect to scoping and "bulletproofing" of environmental documentation. This role evolved into a study ofjoint development opportunities at two proposed Metro Rail Red Line station sites (Little Tokyo and Cesar Chavez/Soto) including evaluation of development potential, ownership and land acquisition requirements, entitlements and highest and best use analysis. ANSHCHUTZ SOUTHERN CALIFORNIA SPORTS COMPLEX~ LLC GALAXY SOCCER STADIUM AND SAMPRAS TENNIS ACADEMY, CALIFORNIA STATE UNIVERSITY, DOMINGUEZ HILLS. References: Kevin Rieger, Project Manager (213) 742-7452 Ms. Freilich is currently providing entitlement and California environmental quality act review, compliance and litigation assistance with respect to the Galaxy Soccer Stadium, Sampras Tennis Academy and related facilities on the campus of California State University, Dominguez Hills in Carson, California. Efforts include negotiation with City of Carson and California State University regarding entitlement, open space and signage, including provision of electronic marquee advertising signage adjacent to 405 and 91 freeways in the City of Carson. [AEF:yb/83603_2.DOC/103002/1234.001 ] 4 GILCH~ST & RUTTER Real Estate Business & Corporate Litigation Environmental Bankruptcy. Employment Trusts & Estates Wilshire Palisades Building 1299 Ocean Avenue Santa Monica, California 90401 TEL: (310) 393-4000 FAX: (310) 394-4700 GILCHRIST & RUTTER Since 1983, Gilchrist & Rutter Professional Corporation has been providing highly responsive, top quality legal services to clients with whomwe develop enduring relationships. We vigorouslyrepresent and counsel our clients in order to solve their problems and achieve' their objectives efficiently. The combination of outstanding academic qualifications and unique practical experience in sophisticated business transactions and commercial litigation allows our lawyers to obtain optimum results for our clients in a timely and effective manner. Our clients benefit from the services of both the seasoned senior attorneys involved in each matter, as well as those of our junior lawyers who assist when cost effective. We systematically and carefully control our growth to ensure that each attorney is an asset to both our clients and to the firm. Gilchrist & Rutter is located in Santa Monica, California, but our practice extends throughout California and across the United States. We are committed to... · Providing our clients with careful and thorough legal analysis · Working closely with our clients to serve their interests efficiently · Being accessible to our clients at all times · Responding in a timely and effective manner · Pursuing our clients' goals creatively and energetically GILCHRIST & RUTTER Real Estate Gilchrist & Rutter conducts a broad real estate practice that includes transactions in the Southern California area, in the major urban areas of the Southwest, and across the United States. We work closely with developers, lenders, architects, contractors, engineers, brokers and consultants on all aspects of commercial, industrial, retail and residential properties. Development Our attorneys have in-depth expertise in all aspects of real estate development, ranging from site acquisition and pre-development work to construction, financing and leasing. We are experienced in the development of high-rise office complexes, suburban and campus office developments, retail shopping centers, marinas, and multi-use commercial, retail and hotel projects. Purchases and Sales Our firm structures, negotiates and documents the purchase, sale and exchange of office, industrial, hotel and retail properties, as well as undeveloped land. Financing We represent both borrowers and lenders in pre-development, construction, interim and permanent loan transactions, workouts and foreclosures. Our firm has successfully closed over $2 billion of real estate financing transactions. We have negotiated and documented many securitized CMBS facilities, portfolio loans, mezzanine loans and preferred equity deals. (continued) GILCHRIST & RUTTER (continued) Leasing Our real estate attorneys represent both landlords'and tenants on a variety of lease transactions, including commercial, retail, research and development and industrial properties. We are proficient in negotiating and preparing ground leases, office and retail space leases and sale and leaseback agreements. We have successfully negotiated and documented leases involving millions of square feet of space in both downtown and suburban markets across the country. Entitlements/Land Use We handle land use and development entitlement issues for our real estate clients. Such matters include the negotiation of development agreements with cities, vesting tentative tract maps, owner participation agreements and disposition and development agreements with local community redevelopment agencies. We also represent clients on various zoning and entitlement matters, including parcel and subdivision maps, lot line adjustments, conditional use permits, zoning variances, parking covenants and street vacations at the administrative level before both city and county agencies. Telecommunications Our firm has represented owners, tenants and telecommunications companies in the structuring and documentation of telecommunications agreements and telecom facilities. We have handled deals including antenna and equipment licenses, telecom service agreements for individual commercial and residential buildings, telecommunications easements, and portfolio-wide agreements between owners and telecom providers. GILCHRIST &: RUTTER Business and Corporate Gilchrist & Rutter represents all forms of business entities, including closely-held and publicly-held corporations, not-for-profit corporations, limited liability companies, general and limited partnerships, and sole proprietorships in a wide variety of corporate and business matters. Business Formation We advise clients on alternative forms of business organizations, as well as entity formation and operation. We represent clients in securities offerings, including private placements, secondary offerings and Regulation S offerings. Business Representation We serve as general corporate counsel to a number of business entities. Such representation includes the preparation of general corporate documentation, employment and consulting contracts, advice on securities law compliance, and the negotiation of commercial financing documents and other operating agre.ements. We counsel clients on the preparation and filing of required securities reports with the Securities and Exchange Commission and the California Department of Corporations. We advise clients on all aspects of employment law matters and defend businesses involved in wrongful termination claims by employees. We handle licensing and other arrangements for the use of business names and other intellectual property rights. Dissolution of Businesses Our firm handles the termination and dissolution of businesses, including all related insolvency and bankruptcy issues that may arise. (continued) GILCHRIST & RUTTER (continued) Mergers and Acquisitions Our corporate practice encompasses the acquisition, merger, spin- off and restructuring of business enterprises, including both asset and stock transfers. The transactions handled by our firm range from the sale of local businesses to the acquisition of nationwide industrial organizations. Business Disputes Gilchrist & Rutter represents clients in the resolution of a broad range of business disputes, including disputes among shareholders, partners, and members of business entities; between customers and suppliers (including bankrupt customers and suppliers); disputes regarding intellectual property rights, including patents and licenses and trade dress rights; employment disputes and disputes arising in connection with the issuance of securities. We also handle disputes involving commercial credit facilities and real estate secured debt, and counsel our clients in connection with the restructuring of troubled loans. GILCHRIST & RUTTER Litigation Gilchrist & Rutter has senior litigators who are experienced in all facets of civil litigation, including trial and appellate practice in state and federal courts, mediation and arbitration. The firm's litigation practice includes representation in the areas of insurance, employment, labor relations, bankruptcy, environmental, securities, intellectual property, antitrust and real estate. Insurance Several life, title and liability insurance and surety companies rely on Gilchrist & Rutter for advice and representation in a variety of litigation matters, including defense ofinsureds in coverage disputes, breach of contract, bad faith and punitive damage actions. Business/Real Estate Litigation We represent individuals and business organizations as plaintiffs and defendants in all types of civil litigation. Typical matters include corporate shareholder, partner and member disputes; commercial and entertainment litigation; real estate, rifle insurance and landlord/tenant disputes; easement disputes; actions for breach of contract; actions to quiet title; defamation suits; actions involving business torts; actions relating to the recovery of real estate and personal property; and the foreclosure of liens. Intellectual Property Our Firm represents manufacturers, distributors and retailers involved in trade dress, copyright and unfair competition litigation. (continued) GILCHRIST & RUTTER (continued) Securities The firm represents public and private companies, as well as partnerships and individuals in enforcement actions brought by the Securities and Exchange Commission, the National Association of Securities Dealers and the California Department of Corporations, in addition to arbitrations and the defense of class action and private lawsuits brought under federal and state securities laws. Alternative Dispute ResOlution Gilchrist & Rutter supports altematives to the judicial system for dispute resolution in the business context. We have extensive experience in arbitration and mediation representing our clients' interests. We routinely handle arbitrations under the auspices of the American Arbitration Association, JAMS/ENDISPUTE, and National Association of Stock Dealers (NASD). Several of our attorneys serve as mediators and arbitrators in complex civil litigation securities disputes, and in bankruptcy cases. GILCHRIST & RUTTER Environmental Gilchfist & Rutter counsels clients regarding federal, state and local environmental laws and regulations and advises how such laws and regulations impact real estate ownership, operation and development. Transactional Practice We assist in the environmental aspects of real property and business transactions and financing, environmental site assessment, negotiated allocation of environmental risk, prospective purchaser agreements with governmental agencies, and response to environmental conditions that impair real estate (such as underground storage tanks, asbestos in buildings, soil and groundwater contamination). We have experience in matters ranging from heavy industrial properties with known contamination in identified Superfund areas, to commercial and undeveloped properties with no known environmental problems at the outset of a transaction. Environmental Compliance We provide regulatory compliance counseling on the many complex environmental laws and regulations governing business operations. Our advice covers environmental audit of facility operations, environmental permit requirements, remedial action, hazard communication programs and requirements, regulation of hazardous substance emissions, hazardous waste generation, transportation and disposal, emergency response to hazardous materials incidents, and environmental disclosures and reporting. Environmental Claims and Enforcement We handle the defense of governmental investigations, notices, orders, enforcement and penalty actions under environmental laws and regulations. We represent clients in the prosecution, defense and resolution of environmental claims for cost recovery or property damage due to hazardous substance contamination, including related insurance claims and coverage disputes. GILCHRIST & RUTTER Bankruptcy Debtor Representation Gilchrist & Rutter represents individuals as well as a variety of corporate and parmership entities in restructuring their financial affairs in out of court workouts or through the use of Chapter 11 bankruptcy proceedings. We specialize in structuring consensual arrangements, whether on an interim or long term basis, among debtors and creditors to avoid the need for a bankruptcy proceeding whenever possible. Creditor Representation The firm represents parties involved in every aspect of financial reorganizations, including mortgagors, mortgagees, secured and unsecured creditors, assignees for the benefit of creditors, and banks and insurance companies. We also represent trustees and receivers in federal and state court insolvency proceedings. Our representation includes Chapter 11 plan formation and debtor/creditor litigation in both state and federal courts. Commercial Law We handle the negotiation, perfection and enforcement of security agreements under the Uniform Commercial Code, as well as enforcement of judgments under state and federal law. GILCHRIST & RUTTER Employment Gilchrist & Rutter has expertise in all facets of employment law. Our expertise includes trials through appeal, discipline hearings and arbitrations on matters involving harassment and discrimination due to sex, race, disability and age; invasion of privacy; defamation; fraud; drag testing; wrongful termination; whistle blowers; wage and hour violations; trade secrets and unfair competition. We prepare employment severance agreements, professional partnership and employment contracts, workplace policies and procedures manuals, drug testing policies, and anti-harassment and anti-discrimination policies. Our attorneys also provide in-house awareness training with regard to sexual harassment and all forms of discrimination in employment. Our clientele includes corporations and executives in a wide variety of industries, including professional sports, manufacturing, real estate, oil and gas, banking, motion pictures and related production support, high technology/computers, higher education, insurance and fire suppression districts throughout California. 10 GILCHRIST fi: RUTTER Trusts and Estates Gilchrist & Rutter represents corporate fiduciaries in large and multi-jurisdictional trust and estate matters involving a wide range of issues. We also offer comprehensive estate planning, services. Our goal is to assist our clients in achieving personal and family financial planning objectives in a manner that will minimize tax on family property. We assist in devising charitable giving plans that provide significant benefits to both the client and the charitable beneficiaries. Contested Trusts and Estates We represent institutional executors and trustees in contested proceedings involving large trusts and estates. Such representation includes instrument reformation proceedings, instrument interpretation issues, determinations of entitlement, approval of accounts and reports, instructions to fiduciaries, and a full range of adversarial trust and estate matters. High Net Worth Estate Planning Our firm assists successful individuals in family wealth planning, including generation skipping transfers, business succession arrangements, and planning for testamentary issues presented in blended families. We also assist clients by implementing cost effective insurance-funded techniques designed to achieve desired liquidity. Disposition of Unusual and Exotic Assets We are experienced in planning and administration for the effective disposition of esoteric and potential 'problem assets' such as race horses, yachts, jet aircraft, large real estate holdings, and art collections. 11 GILCHRIST & RUTTER James R. Andrews Expertise General business transactions for public and private business entities and individuals, including business formation, reporting and ongoing operational problems. Representative Experience Negotiated and documented the formation of corporations, general and limited partnerships, joint ventures, limited liability companies, nonprofit corporations, and small family-owned businesses, including obtaining appropriate business licenses. Provided counsel as to the appropriate form of entity to utilize; the issuance of securities by business entities in public and private offerings, including negotiating with underwriters, preparing documents to be filed with the Securities and Exchange Commission or California Dept. of Corporations, preparing prospectuses, preparing and filing applications for listing of securities on an appropriate stock exchange or by NASDAQ; coordinating the filings with accounting firms, and supervising the transaction closings. Handled acquisition and disPosition of businesses entities, including financing arrangements and resolution of any related securities issues. Such matters included obtaining funds from an offering of securities, including secondary offerings and Regulation S Offerings to foreign investors; corporate mergers, acquisitions and spin-offs, including the restructure of millions of dollars of assets of a Fortune 500 company; lines of credit and other arrangements with financial institutions; licenses to use, or to authorize others to use, certain technology, names or other rights; the acquisition or leasing of business sites, together with requisite financing; and joint venture and development agreements. Handled work-outs of troubled loans, and employment and lease- out agreements. Supervised and counseled businesses in the preparation and filing of securities reports required by the Securities Exchange Act of 1934 (annual reports, Form 10-Ks, etc.), and those that must be filed by certain shareholders (e.g. Form 3s and 4s) with the Securities and Exchange Commission and the California Department of Corporations. Negotiated and documented the sale of restricted securities owned by officers, directors and other insiders. Involved closely with the preparation of necessary intra-company documents, such as minutes of Board of Directors' meetings and related committees. Counseled clients regarding dispute resolution, including disputes with lenders; disputes arising fi.om the wrongful issuance of securities; disputes related to real property; disputes among shareholders or parmers; patent and licensing disputes; and disputes between customers and suppliers. Investigated fraudulent transactions by employees which involved representing corporate officers before the Securities and Exchange Committee or California Dept. of Corporations. Involved in initial drafting of the California Revised Limited Partnership Act of 1984, as a member of the Executive Committee, Business Law Section, California State Bar. Academic Background LL.B., University of California, Los Angeles; Order of the Coif; Member Board of Editors, University of California, Los Angeles Law Review, 1960-62; BA, University of California, Los Angeles, Phi Beta Kappa, (1959). Professional Affiliations Admitted to bar in California (1962); United States District Court, Central District (1962); United States District Court, Southern District (1974). Member, Los Angeles County Bar Association (Trustee 1984-85); Beverly Hills Bar Association (President 1986-87), and American Bar Association; The State Bar of California [Member, Executive Committee of the Conference of Delegates (1988-91); Chairman, Corporations Committee 1977-78; Member, Executive Committee, Business Law Section 1976-78; Member, Committee on Revision of Nonprofit Law 1975-81 ]. Publications Co-authored California Corporate Securities Analysis (1968). Speaking Lectured on a variety of issues over the past decade on behalf of the Continuing Education Programs of the State Bar of California and the Beverly Hills Bar Association. GILCHRIST & RUTTER Amy E. Freilich Expertise Real Estate, Land Use and Public Private Development. Acknowledged leader in the area of public-private joint venture development, focusing on representation of public entities and private developers in complex public/private development projects, including strategic advice in the planning and evaluation of public-private development opportunities and negotiation and documentation of public-private development transactions. Advisor in the areas of real estate joint development (including "design-build" and "turn-key" structuring), land use, environmental quality act compliance, government contracting and public bidding procedure. Representative Experience Served as lead counsel to numerous public agencies and to private developers in land acquisition, financing, construction, leasing and management at transit station sites, arenas, retail and office developments, including Staples Center in downtown Los Angeles (home to the Kings, Lakers and Clippers). Extensive involvement in provision of infrastructure including transit and parking structures. Negotiation and analysis of entitlements for numerous public/private ventures. Involved in development of public- private development policy, exploration and exploitation of public-private development opportunities and privatization and asset management for public agencies. Significant experience in application of California Environmental Quality Act and National Environmental Policy Act to complex, multi-use development and transit projects, including scoping, adequacy of environmental documentation, preparation of findings and mitigation monitoring programs and counseling clients on preparation of adequate environmental documentation to limit potential legal challenges. Academic Background J.D (1986) Harvard Law School (.cum laude); Executive Editor of the Environmental Law Review; A.B. (1983), University of Chicago (General and Special Honors); Judicial clerk to Judge Pasco Bowman of the United States Eighth Circuit Court of Appeals (1986-87). Professional Affiliations Admitted to the bar in California (1990) and New York (1987). Board of Directors of the Los Angeles Conservancy and of Lambda Alpha (an invitation-only honorary land and economics association). Member of Urban Land Institute, Valley Industry and Commerce Association, the American Bar Association (State and Local Government Law and Real Property Sections), the State Bar Association of California and the Los Angeles County Bar Association (Real Estate and Land Use Section). Publications Co-author with Michael Bemick of "Transit Villages and Transit-Based Development: ~'he Rules Are Becoming More Flexible; How Government Can Work with the Private Sector To Make It Happen," published in the Urban Lawyer (Volume 30, Number 1, Fall 1998) and in The Twenty-Eighth Annual Institute on Planning, Zoning, and Eminent Domain (Publication 631, Release 28). Speaking Engagements Speaking engagements on public-private development include appearances at the 1997 Southwest Legal Foundation Conference in Dallas, Texas; the 1999 Southwest Legal Foundation Conference in San Francisco, California; the 1999 American Bar Association Conference in Atlanta, Georgia; the 2001 Real Estate Conference of the American Bar Association in Washington DC, the 2000 ULI Trends Conference in Los Angeles, California and selection by UCLA Extension (Public Policy Section) as co-chair of its first full day seminar on "Maximizing Public Assets Through Use of Asset Management and Joint Development Tools," in April 1999. GILCHRIST & RUTTER Donald C. Nanney Expertise Environmental law, including environmental aspects of business and real estate transactions, compliance counseling, environmental assessments/audits, contractual allocation of environmental risks, environmental claims and penalties, and hazardous materials emergencies. General business, real estate and corporate law, including sales, acquisitions, mergers, options, leases, and related financing; workouts of troubled projects: formation, maintenance and dissolution of corporations and partnerships; and related litigation. Representative Experience Provided compliance counseling regarding environmental laws and regulations affecting ownership or operation of real property, involving such matters as underground storage tanks; asbestos in buildings; environmental permit requirements; hazardous substance emissions to air, land and water; notification, warning, hazard communication and release reporting; hazardous waste disposal and related fees and taxes. Assisted clients in obtaining governmental agency approval and closure certification regarding remedial activities. Handled environmental claims between potentially responsible parties, including present and past owners or operators of contaminated properties and generators of hazardous waste. Represented parties in major contaminated site cases, including sites listed on the National Priorities List. Defended and settled administrative claims and penalty actions regarding alleged violations of hazardous waste laws or occupational safety and health regulations. Handled emergencies involving release of hazardous materials; compliance reporting duties; extensive dealings with environmental consultants, cleanup contractors and regulatory agencies, including the defense of citations and notices of violation. Academic Background Army Judge Advocate General (1975), AJAG School at University of Virginia (honor graduate); J.D. (1974), University of California at Davis (top 15 percent of class); A.B. (1971), Stanford University (with distinction). Professional Affiliations Admitted to Bar in California (1974); United States Court of Military Appeals (1975); United States Supreme Court (1978); District of Columbia (1979); United States District Courts: Northern District of California (1980), Central District of California (1985); Ninth Circuit Court of Appeals (1998). Member, State Bar of California (Environmental and Real Property Sections); Los Angeles County Bar Association (Real Property Section [Co-chair, Land Use Planning and Environmental Law Subsection]; Environmental Law Section [served on Executive Committee and Chaired Corporate Environmental Issues and Transactions Committee]). Publications Environmental 'Risks in Real Estate Transactions: A Practical Guide (2nd Edition), McGraw-Hill, Inc./Executive Enterprises Publications, Co., Inc., NY (1993). California Environmental Law Handbook, Government Institutes, Inc., Rockville, MD (3rd Ed. 1989 - l lth Ed. 1999). "Manage Mess," California Law Business (December 1996), a Los Angeles Daily Journal supplement. "Asbestos Inspection, Disclosure by Building Owners and Employers," California Real Property Journal (Summer 1996). "New OSHA Asbestos Standards: A New Chapter in an Old Controversy" and "ASTM Standard Practice for Environmental Site Assessments," Environmental Liability, Enforcement and Penalties Reporter (December 1994 and August 1993). "New OSHA Asbestos Regulations Expand Duties of Employers and Building Owners and Tenants," Journal of Environmental Regulation (Winter 1994/1995). "Trustee and Fiduciary Liability Under CERCLA: What Did the Trustee Know and When Did the Trustee Know It?" Probate Law Journal of Ohio (July/August 1993). Quoted in various articles, and wrote extensive program materials for seminars and conferences. Speaking Spoke at nearly 85 conferences for the Califomia Continuing Education of the Bar, the LA County Bar Association, CLE International, Univ. of California, and various professional groups. Served as moderator of a panel of seven experts selected nationwide for an environmental law and real estate transaction television program broadcast live from New York City via the Continuing Legal Education Satellite Network. GILCHRIST & RUTTER Paul S. Rutter Expertise Commercial real estate and business transactions, including development, financing, leasing, acquisition and disposition of commercial and industrial properties; including limited parmership and limited liability company operating agreements, joint venture agreements, ground leases, development and management agreements, consulting agreements; senior and mezzanine real estate loans, including securitized debt; construction and permanent loans; reciprocal easement agreements and CC&Rs for mixed-use and multi-phase projects; construction, architectural and engineering services agreements for retail, office and hotel projects; development agreements and owner participation agreements with governmental agencies; loan workouts and restructurings. Representative Experience Leasing. Negotiated and documented office and retail leases for major urban and suburban projects in California, Texas, New Mexico, and Pennsylvania with many Fortune 500 companies, national law and accounting firms, financial services companies, retail chains, domestic and international banks, restaurants, and local retailers. Several individual lease transactions have involved over 500,000 square feet and some leases have been for more than 750,000 square feet. Ownership Structures. Structured numerous limited liability companies, limited partnerships and joint ventures tO acquire, develop and own real estate projects. These deals include lease/equity transactions with Fortune 500 companies. Financings. Negotiated pre-development, construction and permanent financing for projects ranging from small commercial centers to multi-phase high-rise and suburban campus office developments and hotels. These deals include revolving loans, asset-based financings, acquisition and construction loans and interim and permanent loans on projects in Los Angeles, Glendale, Pasadena, Burbank, Riverside, San Diego, Dallas, Austin, and Philadelphia. Acquisitions and Dispositions. Negotiated and documented the acquisition of properties in California, New Mexico, Virginia, Pennsylvania, and Texas, including land and office, hotel and retail complexes. Complex Commercial Projects. Handled all legal aspects of site acquisition, entitlement, development, financing and leasing of several mixed-use complexes with office, retail and, in some cases, hotel facilities, including preparation of development agreements, bonds for construction of public improvements, hotel management agreements and ground leases. Build-To-Suit Deals. Represent developers of build-to-suit projects with large corporate users, involving ground leases, development agreements, leases, financing and partnership agreements with investors, and construction and architects agreements. Operating Company Acquisitions. Handled acquisitions of operating companies, through both stock and asset purchases; advised clients regarding entity structures and general corporate matters. Representative Clients: The Archon Group, Maguire Partners, CommonWealth Partners, J.P. Morgan Investment Management, Thomas Properties Group. Academic Background J.D. (1978), University of California at Los Angeles (Order of the Coif); Topic and Comment Editor, UCLA Law Review; A.B. (1975), University of California, Los Angeles (magna cum laude); Phi Beta Kappa; Pi Gamma Mu. Professional Affiliations Admitted to bar in California (1978); U.S. Tax Court (1979); U.S. Supreme Court (1984); and U.S. Claims Court (1984). Member, State Bar of California; Los Angeles County Bar Association (Real Property and Business Law Sections); Beverly Hills and Santa Monica Bar Associations; Urban Land Institute; Building Owner's and Manager's Association (Member- Government Affairs Committee and Board Member-Political Action Committee); International Association of Attorneys and Executives in Corporate Real Estate (Chairman-Elect), Board Member-Los Angeles Conservancy. Speaking Lectured before California Continuing Education of the Bar; Los Angeles County Bar Association, California Judges Association/The Rutter Group; Building Manager's and Owner's Association; ICSC Law Conference; International Association of Attorneys and Executives in Corporate Real Estate; and various broker and trade groups.