From: Heaslip, Michelle (BUDGET)

To: Alyssa A. Connelly

Cc: Contracts General
Subject: RE: Exemption Request Additional Information Requested
Date: Monday, May 03, 2021 10:02:31 AM
Attachments: Approval to retain Outside Counsel_Cremo.pdf

Alyssa,
Below please find the Chamber’s responses to your questions on Walden Macht . Please
let me know if you need anything else.
Thanks.
 
From: aconnelly@osc.ny.gov <aconnelly@osc.ny.gov>
Sent: Thursday, April 29, 2021 10:31 AM
To: Heaslip, Michelle (BUDGET) <Michelle.Heaslip@budget.ny.gov>
Cc: BOC Admin Team <ContractsGeneral@osc.state.ny.us>; Alyssa Connelly <aconnelly@osc.ny.gov>
Subject: Exemption Request Additional Information Requested
 
ATTENTION: This email came from an external source. Do not open attachments or click on links from unknown
senders or unexpected emails.
 

Hello Michelle,

The status of Exemption Request below has been changed by the Office of the State
Comptroller to Additional Information Requested.

Business Unit: DOB01

SFS CRER ID: 0000044
Agency Reference Number: C000250
Department ID: 1050000
Agency Name: Division of the Budget
Exemption Request Name: Walden, Macht & Haran, LLP C000250
Description:
Estimated Dollar Amount: $950,000.00
Procurement Type: Service (RFP)
Primary Contact Name: Michelle Heaslip

Additional Information Requested:

Michelle,
 
OSC is currently reviewing the two exemption requests submitted on behalf of the
Chamber for outside counsel services in connection with Executive Law § 63(8).  Please
assist our review by responding to the following questions.  
 
For each of the exemption requests (Walden, Macht & Haran, LLP #0000044) and
please respond to the following questions. 
 
1.          It appears that additional inquiries and investigations are also being included
under these requests.  Are these inquiries and investigations related to the same
matter?  If not, what matter do they relate to? 
 
Yes, reference to additional inquiries and investigations is limited to the same matter
named in each contract.
 
2.          In order to document our file, please provide the OAG concurrence for the
Executive Chamber to proceed with outside counsel.
 
Please see the attached.
 
3.          Please expand on why the proposed firms were selected, and please indicate
what other firms were considered for each request and why they were ultimately not
selected.
 
Walden Macht – Walden Macht was selected to represent the Chamber because of their
superior knowledge and experience related to this legal matter. As stated in the CRER,  the
team leading this representation have experience directing investigations and
representing clients in connection with investigations conducted by several law effort
entities include DOJ, NYS Attorney General and Manhattan District Attorney’s Offices.
They also bring substantial experience in dealing with public corruption matters,  white
collar criminal and regulatory matters, and employment law.  Other firms that have
investigative expertise and experience working with the state were considered, including
Morvillo Abramowitz, Hinkley Allen, to name a few, however, in light of various pending
matters, these firms either retained to work on other cases or had conflicts due to their
representation of employees in other matters.
 

 
4.          The following terms were identified under each request:
§          3/8/21 – 3/7/23 with two, one-year renewals was requested for Walden, Macht &
Haran, LLP and

a.          Please provide justification for the length of term requested.

b.          In light of the DOB indicating the two firms will be working together please
indicated why the terms are not coterminous.
 
Walden Macht will provide representation for the Chamber in the matter,

Chamber representation will be needed through the final resolution of the matter
 which could be more than one year.

Please address the following question as it pertains to the following request ONLY:  
DOB01-0000044-1050000 Walden, Macht & Haran, LLP

5. Please describe how the estimated value of $950,000 was calculated.

Chamber Counsel and the firm consulted on the role the firm would play, the scope of the
investigation, the volume of documents and number of witness involved and other details
of the matter and agreed that the contract not-to-exceed value was reasonable for the
two year term of the contract.
What's Next?
Please attach the additional information requested by OSC in EDSS and return
(Resubmit) the procurement record to OSC.

Thank you,

-The Bureau of Contracts at OSC Notice: This communication, including any

attachments, is intended solely for the use of the individual or entity to which it is
addressed. This communication may contain information that is protected from
disclosure under State and/or Federal law. Please notify the sender immediately if you
have received this communication in error and delete this email from your system. If you
are not the intended recipient, you are requested not to disclose, copy, distribute or take
any action in reliance on the contents of this information.
From: jreyes@osc.ny.gov <jreyes@osc.ny.gov>
Sent: Friday, June 4, 2021 5:45 PM
To: Heaslip, Michelle (BUDGET) <Michelle.Heaslip@budget.ny.gov>
Cc: BOC Admin Team <ContractsGeneral@osc.state.ny.us>; Jenny Reyes <jreyes@osc.ny.gov>
Subject: Exemption Request Additional Information Requested

ATTENTION: This email came from an external source. Do not open attachments or click on links from unknown
senders or unexpected emails.

Hello Michelle,
The status of Exemption Request below has been changed by the Office of the State
Comptroller to Additional Information Requested.
Business Unit: DOB01
SFS CRER ID: 0000044
Agency Reference Number: C000250
Department ID: 1050000
Agency Name: Division of the Budget
Walden, Macht & Haran, LLP
 Exemption Request Name:
C000250
Description:
Estimated Dollar Amount: $950,000.00
Procurement Type: Service (RFP)
Primary Contact Name: Michelle Heaslip
Additional Information Requested:
Michelle,

Thank you.
What's Next?
Please attach the additional information requested by OSC in EDSS and return
(Resubmit) the procurement record to OSC.
Thank you,
-The Bureau of Contracts at OSC Notice: This communication, including any
attachments, is intended solely for the use of the individual or entity to which it is
addressed. This communication may contain information that is protected from
disclosure under State and/or Federal law. Please notify the sender immediately if you
have received this communication in error and delete this email from your system. If you
are not the intended recipient, you are requested not to disclose, copy, distribute or take
any action in reliance on the contents of this information.
 Office of the State Comptroller
Electronic Document Submission System (EDSS)
Exemption Request
Not Feasible to Advertise (Single Source)

Agency Information

Agency Business Unit ID: Agency Department ID:

DOB01 1050000 - Division of the Budget

Agency Reference Number: Transaction ID:

C000250 DOB01 - (New) - 1050000

Request Name: Type of Request:

Walden, Macht & Haran, LLP C000250 New Contract/New Purchase

NYS Contract #: Type of Exemption:

C000250 Not Feasible to Advertise (Single Source)

Estimated Dollar Amount: Procurement Type:

$950,000 Service (RFP)

Supplier ID: Supplier Name:

Start Date: End Date:

03/08/2021 03/07/2023

Primary Contact Name:

Primary Contact phone:
Michelle Heaslip

Primary Contact Email: Submission Date:

Michelle Heaslip 05/18/2021

Not Feasible to Advertise (Single Source)

1: Provide description of goods or services being procured:

Answer Changed On: 05/18/2021

The Chamber is requesting an exemption to retain Walden, Macht & Haran, LLP (Walden) to provide legal services
in connection with the Attorney General’s inquiry pursuant to Executive Law § 63(8) or any other related inquiries
or investigations, including any investigations undertaken by the Assembly (Legal Matter). Walden will assist the
Chamber in responding to the Legal Matter as well as providing legal advice related thereto. The firm will also work
with another law firm representing the Chamber and those representing individual employees in connection with
this matter. This is intended to address any conflicts and limit duplication of efforts and expenses.

2: Document the circumstances and the material and substantial reasons why a formal competitive process is not
feasible:
 The Chamber must respond to Legal Matters immediately, so there is insufficient time to complete a formal
competitive process.

3: Provide vendor selection justification:

The Chamber requires immediate legal services from a highly qualified and experienced law firm as it cooperates
with the Attorney General and other investigative agencies and has identified Walden as having the requisite
experience and expertise. Walden’s practice focuses on white collar defense and investigations, complex
commercial disputes, monitorships, and corporate compliance. Their partners have held numerous senior positions
in the public and the private sphere and have the breadth and depth of experience to advise in connection with the
most pressing matters and to handle the most sensitive engagements. Their partners include former federal
prosecutors, and multiple former state prosecutors with supervisory experience.

Partner, Mitra Hormozi, is a veteran trial attorney, a former federal prosecutor and general counsel with extensive
experience working on behalf of clients facing regulatory investigations, potential criminal prosecutions, internal
investigations, and compliance matters. She has directed investigations and represented corporations and
individuals in connection with investigations conducted by DOJ, NYS Department of Financial Services, NYS
Attorney General and Manhattan District Attorney’s Offices. She has substantial experience in public corruption
matters. She served as Special Deputy Chief of Staff for litigation at the New York State Office of the Attorney
General, where she supervised high-profile initiatives involving public integrity, the False Claims Act, and internet
fraud.

Partner, Milton William, leads the firm’s Employment Litigation practice which handles a range of complex,
sensitive employment matters, including allegations of employment discrimination, sexual misconduct, wrongful
termination, whistleblower claims, and contract disputes. Mr. William is a former federal prosecutor and a deputy
general counsel with deep experience in white collar criminal and regulatory matters, employment law, litigation,
and advisory work representing corporations in addition to complex commercial litigation. Mr. William brings
substantial experience in public corruption matters. In 2013, Milt was appointed co-chair of the Moreland
Commission to investigate public corruption. In 2018, he led the trial team that successfully defended a corporate
client in a high-profile public corruption case in the Southern District of New York.

Partner, Jim Walden, is a nationally recognized trial lawyer focusing on high-profile criminal, civil and regulatory
matters. He is an accomplished litigator who has prevailed in a broad range of criminal, civil and administrative
matters, representing both private defendants and plaintiffs as well as government agencies. He was previously at
DOJ in the U.S. Attorney’s Office of the Eastern District of New York. As the head of Walden’s Good Government
and Civil Rights Litigation practice, he championed good government work to bring a substantial and welcome
change to people’s lives.

4: Why is the period of time requested the minimum necessary to ameliorate the circumstances which created the
material and substantial reasons for this request?

Legal Matters can take several months or longer to resolve. The time period running through March 8, 2023 with 2
one-year renewal options will provide sufficient time to resolve the Legal Matter.

5: If a future competitive process is anticipated, provide key dates such as: publication of notice in Contract
Reporter, bid due date, bid opening date, evaluation and notice of award dates:

Not applicable

6: Provide price justification for the request:

Answer Changed On: 05/18/2021

Walden’s fee structure is fair and reasonable considering the outstanding qualifications of the firm and impressive
resume of Ms. Hormozi, Mr. William, and Mr. Walden. The rates Walden will charge are comparable to those
charged by other firms with similar high-level experience and expertise in their fields of specialty. As demonstrated
in the table below, the range of fees charged compare favorably to other firms under contract with the State and
others considered for this engagement:

Title Hourly Rate

Walden Fried Frank CMS3000 Akin Gump C000241
(2017 rates) (2016-17 rates)
Partner $600 $820 $800
Senior Counsel / Counsel
/ Special Counsel $484-$508 $780 -$812 $565-$575
Associate $408 $416-$724 $450
Legal Assistant /
Paralegals $296 $300 -

Based on Walden’s extensive experience, exceptional qualifications, and reasonable cost, the Chamber considers
a contract with the firm to be of great value. Therefore, the Chamber seeks to enter into a two-year contract with
Walden for legal services at an amount not-to-exceed $2,500,000, including all fees, expenses and disbursements.
 Office of the State Comptroller
Electronic Document Submission System (EDSS)
Exemption Request
Not Feasible to Advertise (Single Source)

Agency Information

Agency Business Unit ID: Agency Department ID:

DOB01 1050000 - Division of the Budget

Agency Reference Number: Transaction ID:

C000250 DOB01 - (New) - 1050000

Request Name: Type of Request:

Walden, Macht & Haran, LLP C000250 New Contract/New Purchase

NYS Contract #: Type of Exemption:

C000250 Not Feasible to Advertise (Single Source)

Estimated Dollar Amount: Procurement Type:

$950,000 Service (RFP)

Supplier ID: Supplier Name:

Start Date: End Date:

03/08/2021 03/07/2023

Primary Contact Name:

Primary Contact phone:
Michelle Heaslip

Primary Contact Email: Submission Date:

Michelle Heaslip 04/19/2021

Not Feasible to Advertise (Single Source)

1: Provide description of goods or services being procured:

The Chamber is requesting an exemption to retain Walden, Macht & Haran, LLP (Walden) to provide legal services
in connection with the Attorney General’s inquiry pursuant to Executive Law § 63(8) or any other related inquiries
or investigations (Legal Matter). Walden will assist the Chamber in responding to the Legal Matter as well as
providing legal advice related thereto. The firm will also work with another law firm representing the Chamber and
those representing individual employees in connection with this matter. This is intended to address any conflicts
and limit duplication of efforts and expenses.

2: Document the circumstances and the material and substantial reasons why a formal competitive process is not
feasible:

The Chamber must respond to Legal Matters immediately, so there is insufficient time to complete a formal
competitive process.
3: Provide vendor selection justification:

The Chamber requires immediate legal services from a highly qualified and experienced law firm as it cooperates
with the Attorney General and other investigative agencies and has identified Walden as having the requisite
experience and expertise. Walden’s practice focuses on white collar defense and investigations, complex
commercial disputes, monitorships, and corporate compliance. Their partners have held numerous senior positions
in the public and the private sphere and have the breadth and depth of experience to advise in connection with the
most pressing matters and to handle the most sensitive engagements. Their partners include former federal
prosecutors, and multiple former state prosecutors with supervisory experience.

Partner, Mitra Hormozi, is a veteran trial attorney, a former federal prosecutor and general counsel with extensive
experience working on behalf of clients facing regulatory investigations, potential criminal prosecutions, internal
investigations, and compliance matters. She has directed investigations and represented corporations and
individuals in connection with investigations conducted by DOJ, NYS Department of Financial Services, NYS
Attorney General and Manhattan District Attorney’s Offices. She has substantial experience in public corruption
matters. She served as Special Deputy Chief of Staff for litigation at the New York State Office of the Attorney
General, where she supervised high-profile initiatives involving public integrity, the False Claims Act, and internet
fraud.

Partner, Milton William, leads the firm’s Employment Litigation practice which handles a range of complex,
sensitive employment matters, including allegations of employment discrimination, sexual misconduct, wrongful
termination, whistleblower claims, and contract disputes. Mr. William is a former federal prosecutor and a deputy
general counsel with deep experience in white collar criminal and regulatory matters, employment law, litigation,
and advisory work representing corporations in addition to complex commercial litigation. Mr. William brings
substantial experience in public corruption matters. In 2013, Milt was appointed co-chair of the Moreland
Commission to investigate public corruption. In 2018, he led the trial team that successfully defended a corporate
client in a high-profile public corruption case in the Southern District of New York.

Partner, Jim Walden, is a nationally recognized trial lawyer focusing on high-profile criminal, civil and regulatory
matters. He is an accomplished litigator who has prevailed in a broad range of criminal, civil and administrative
matters, representing both private defendants and plaintiffs as well as government agencies. He was previously at
DOJ in the U.S. Attorney’s Office of the Eastern District of New York. As the head of Walden’s Good Government
and Civil Rights Litigation practice, he championed good government work to bring a substantial and welcome
change to people’s lives.

4: Why is the period of time requested the minimum necessary to ameliorate the circumstances which created the
material and substantial reasons for this request?

Legal Matters can take several months or longer to resolve. The time period running through March 8, 2023 with 2
one-year renewal options will provide sufficient time to resolve the Legal Matter.

5: If a future competitive process is anticipated, provide key dates such as: publication of notice in Contract
Reporter, bid due date, bid opening date, evaluation and notice of award dates:

Not applicable

6: Provide price justification for the request:

Walden’s fee structure is fair and reasonable considering the outstanding qualifications of the firm and impressive
resume of Ms. Hormozi, Mr. William, and Mr. Walden. The rates Walden will charge are comparable to those
charged by other firms with similar high-level experience and expertise in their fields of specialty. As demonstrated
in the table below, the range of fees charged compare favorably to other firms under contract with the State and
others considered for this engagement:

Title Hourly Rate

Walden Fried Frank CMS3000 Akin Gump C000241
(2017 rates) (2016-17 rates)
Partner $600 $820 $800
Senior Counsel / Counsel
/ Special Counsel $484-$508 $780 -$812 $565-$575
Associate $408 $416-$724 $450
Legal Assistant /
Paralegals $296 $300 -

Based on Walden’s extensive experience, exceptional qualifications, and reasonable cost, the Chamber considers
a contract with the firm to be of great value. Therefore, the Chamber seeks to enter into a two-year contract with
Walden for legal services at an amount not-to-exceed $950,000, including all fees, expenses and disbursements.
From: Heaslip, Michelle (BUDGET)
To: Alyssa A. Connelly
Subject: Re: Exemption Request Additional Information Requested
Date: Friday, May 07, 2021 2:29:30 PM

Hi Alyssa,
Thanks for reaching out. I was going to track down who had that contract at OSC, but now I
don’t need to. No, the contract needs to be revised. We are revising the scope to add the
Assembly impeachment matter and increasing the ceiling. If someone on your end could send
back the transaction in SFS, I will revise. Thanks.

Sent from my iPhone

On May 7, 2021, at 2:02 PM, aconnelly@osc.ny.gov wrote:


ATTENTION: This email came from an external source. Do not open attachments or click on links
from unknown senders or unexpected emails.

Hello Michelle,

The status of Exemption Request below has been changed by the Office of the
State Comptroller to Additional Information Requested.

Business Unit: DOB01

SFS CRER ID: 0000044
Agency Reference Number: C000250
Department ID: 1050000
Agency Name: Division of the Budget
Exemption Request Name: Walden, Macht & Haran, LLP C000250
Description:
Estimated Dollar Amount: $950,000.00
Procurement Type: Service (RFP)
Primary Contact Name: Michelle Heaslip

Additional Information Requested:

Good afternoon Michelle,
DOB had requested to revise this transaction, at this time the
contract has been submitted to OSC. Are the changes being
requested in this revision already reflected in the contract that
has been summitted? If not would you like OSC to return the
contract so the appropriate changes can be made?
Kindly respond by 5/11/21
Thank you

What's Next?
Please attach the additional information requested by OSC in EDSS and return
(Resubmit) the procurement record to OSC.

Thank you,

-The Bureau of Contracts at OSC Notice: This communication, including any

attachments, is intended solely for the use of the individual or entity to which it is
addressed. This communication may contain information that is protected from
disclosure under State and/or Federal law. Please notify the sender immediately if
you have received this communication in error and delete this email from your
system. If you are not the intended recipient, you are requested not to disclose,
copy, distribute or take any action in reliance on the contents of this information.
From: Heaslip, Michelle (BUDGET)
To: Alyssa A. Connelly
Cc: Contracts General
Subject: RE: Exemption Request Additional Information Requested
Date: Wednesday, June 02, 2021 10:39:02 AM

Good morning, Alyssa.

Please see our response below. Let me know if you have anything further.
Thanks.
 
From: aconnelly@osc.ny.gov <aconnelly@osc.ny.gov>
Sent: Wednesday, May 19, 2021 10:28 AM
To: Heaslip, Michelle (BUDGET) <Michelle.Heaslip@budget.ny.gov>
Cc: BOC Admin Team <ContractsGeneral@osc.state.ny.us>; Alyssa Connelly <aconnelly@osc.ny.gov>
Subject: Exemption Request Additional Information Requested
 
ATTENTION: This email came from an external source. Do not open attachments or click on links from unknown
senders or unexpected emails.
 

Hello Michelle,

The status of Exemption Request below has been changed by the Office of the State
Comptroller to Additional Information Requested.

Business Unit: DOB01

SFS CRER ID: 0000044
Agency Reference Number: C000250
Department ID: 1050000
Agency Name: Division of the Budget
Exemption Request Name: Walden, Macht & Haran, LLP C000250
Description:
Estimated Dollar Amount: $950,000.00
Procurement Type: Service (RFP)
Primary Contact Name: Michelle Heaslip

Additional Information Requested:

Thank you for updating this request. Kindly respond to the following by 5/25/21.
 
1. Please provide how the contract value increase to $2,500,000 was determined.
 
The initial scope of the firm’s representation under the proposed contract focused on the AG’s inquiry
into alleged sexual harassment with an estimated contract ceiling of $950,000.  The representation was
then revised to expand the scope including a second matter, the Assembly’s inquiry into the same
allegations.  After review of the work needed on the both inquiries, which shall include the coordination
of individual representation, along with co-counsel, of several dozen employees, as well as voluminous
document requests, the Chamber determined that the $950,000 ceiling would be insufficient.  It was
determined that the level of effort would be comparable to the level of effort required for Chamber
Contract C000249 with a ceiling of $2,500,000. Although C000249 addresses different legal matters,
both are anticipated to involve numerous witness interviews and extensive documentation. For these
reasons, the Chamber raised the ceiling of the Walden Macht contract to $2,500,000.
 
thank you

What's Next?
Please attach the additional information requested by OSC in EDSS and return
(Resubmit) the procurement record to OSC.

Thank you,

-The Bureau of Contracts at OSC Notice: This communication, including any

attachments, is intended solely for the use of the individual or entity to which it is
addressed. This communication may contain information that is protected from
disclosure under State and/or Federal law. Please notify the sender immediately if you
have received this communication in error and delete this email from your system. If you
are not the intended recipient, you are requested not to disclose, copy, distribute or take
any action in reliance on the contents of this information.
 THOMAS P. DiNAPOLI 110 STATE STREET
STATE COMPTROLLER ALBANY, NEW YORK 12236

STATE OF NEW YORK

OFFICE OF THE STATE COMPTROLLER

Approved Date: 7/14/2021

To: Michelle Heaslip
Division of Budget
Budget Services Unit
State Capitol
Albany, NY 12224

Subject: Outside counsel Walden, Macht & Haran, LLP C000250

($2,500,000)
CRER ID: DOB01-0000044-1050000 Sequence No. 0
Determination: Approved

Grounds: Single Source

Restrictions: N/A

Your request for an exemption from giving notice in the New York State Contract Reporter for outside counsel with
Walden, Macht & Haran, LLP has been approved. This approval is for exemption only; it does not constitute the prior
approval of OSC, if required. For single or sole source exemptions, the reasonableness of cost must be included with the
contract package.

In accordance with the statute, you are still required to publish a notice of either the letting or award of this proposed
contract in the New York State Contract Reporter. The notice must state the reason for the exemption and be placed as
soon as practicable. It will be your responsibility to maintain proof that this exemption was subsequently published in the
newsletter.

A copy of this letter should accompany the transaction when submitted to our office for approval.

Sincerely,

BRIAN J FULLER
518-474-6494
bfuller@osc.ny.gov

cc.
Economic Development Program Specialist II
Empire State Development
contractreporter@empire.state.ny.us