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Andrew M. Cuomo Governor Charlene M. Indelicato President/Chief Executive Officer Susan G. Rosenthal Vice President/General Counsel

Andrew M. Cuomo

Governor

Charlene M. Indelicato

President/Chief Executive Officer

Susan G. Rosenthal

Vice President/General Counsel

BOARD OF DIRECTORS

James S. Rubin, Chairperson Fay Fryer Christian Dr. Katherine Teets Grimm David Kraut Mary Beth Labate Howard Polivy Michael Shinozaki Margaret Smith

Agenda Item V, 1. January 28, 2016

AUTHORIZATION TO ENTER INTO CONTRACTS FOR DEVELOPMENT COUNSEL LEGAL SERVICES ______________________________________________________________________________

RESOLVED by the Board of Directors of the Roosevelt Island Operating Corporation of the State of New York (“RIOC”), as follows:

Section 1. that the President/Chief Executive Officer is hereby authorized to negotiate and enter into contracts with development counsel to provide legal services to RIOC, upon such terms and conditions substantially similar to those outlined in the Memorandum from Gretchen Robinson to the RIOC Board of Directors dated January 25, 2016, attached hereto;

Section 2. that the President/Chief Executive Officer or her designee is hereby authorized to take such actions and execute such instruments as she deems necessary to effectuate the foregoing; and

Section 3. that this resolution shall take effect immediately.

Andrew M. Cuomo Governor Charlene M. Indelicato President/Chief Executive Officer Susan G. Rosenthal Vice President/General Counsel

Andrew M. Cuomo

Governor

Charlene M. Indelicato

President/Chief Executive Officer

Susan G. Rosenthal

Vice President/General Counsel

MEMORANDUM

BOARD OF DIRECTORS

James S. Rubin, Chairperson Fay Fryer Christian Dr. Katherine Teets Grimm David Kraut Mary Beth Labate Howard Polivy Michael Shinozaki Margaret Smith

To:

RIOC Board of Directors

From:

Gretchen Robinson

Re:

RFP Selection: Development Counsel

Date:

January 25, 2016

RIOC’s current contracts with a panel of outside law firms that provide representation to RIOC on an “as-needed” basis (as determined by RIOC) on various matters involving construction and development projects on Roosevelt Island, has expired. In view of the continued growth and diversity of the existing and pending projects on Roosevelt Island, involving such diverse areas of law as construction, environmental law, land use, real estate, housing, leasing, litigation, etc., RIOC’s staff recommends that a new panel of various development counsel law firms be selected. This arrangement will allow RIOC the continuity of service by existing firms, where appropriate, as well as ensure the availability of a diverse panel of expert firms to timely and effectively address the various needs of the Corporation.

In furtherance of this recommendation, on September 25, 2015, RIOC published a Request for Proposals (“RFP”) in the New York State Contract Reporter for Development Counsel legal services. The RFP required proposals to be submitted to RIOC by October 16, 2015. In response to the RFP, RIOC received bids from the following firms:

  • 1. Carter Ledyard & Milburn LLP;

  • 2. French & Casey LLP;

  • 3. Hoguet Newman Regal & Kenney LLP;

  • 4. Holland & Knight LLP;

  • 5. McCarter & English LLP; and

  • 6. Nixon Peabody LLP.

Thereafter, a review team, formed by RIOC, evaluated, rated and ranked each bid based on their level of experience, resources, approach and price. Firms that received a minimum score of 70 points collectively, were then interviewed b y the review team, of which firms could award up to 20 additional points. Based on this evaluation process, the review team reached a consensus that the top four ranking firms should be recommended to the RIOC Board for approval to become members of the Development Counsel panel. Those firms are:

  • 1. Carter Ledyard & Milburn LLP;

  • 2. French & Casey LLP;

  • 3. Hoguet Newman Regal & Kenney LLP; and

  • 4. Nixon Peabody LLP.

The rates offered by the firms are as follows:

  • 1. Carter Ledyard & Milburn LLP (“CLM”) offered RIOC two alternative billing structures: a capped rate of $500 per hour or in the alternative a blended rate for all attorneys, including partners, counsel, and associates, if preferred by RIOC. CLM’s current hourly rate is between $575 and $740 for partners, between #575 and $750 for counsel, and between $325 and $375 for associates. CLM currently provides RIOC with a 20% discounted hourly rate of its standard fees, which range from between $420 to $500 for partners and counsel; from between $260 to $300 for associates, and $200 per hour for paralegals.

  • 2. French & Casey LLP offered RIOC an hourly rate of $275 for partners, $235 for associates, and $95 for non-attorney employees for all real estate matters; and $235 for partners, $195 for associates, and $95 for non-attorney employees for all general and complex litigation matters. These rates would not be raised for the first two years of the firm’s engagement.

  • 3. Hoguet Newman Regal & Kenney LLP offered RIOC an hourly rate of $395 for partners, $295 for associates, and $115 for paralegals.

  • 4. Nixon Peabody LLP offered RIOC an hourly rate of $595 for partners, $435 for associates, $350 for junior associates, and $235 for paralegals, but also offered to agree to a fixed fee estimate depending on the scope of work for each project the firm received from RIOC

Given the considerable and diverse experience and resources of the recommended firms, the panel would provide for effective legal representation to RIOC. The proposed contract term is for five (5) years, with an additional renewal of another five (5) years, at RIOC’s option.

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