THOMAS P. 110 STATE STREET STATE COMPTROLLER ALBANY, NEW YORK t2236 STATE OF NEW YORK OFFICE OF THE STATE COMPTROLLER Approved Date: 10/181201 7 To: Anne Marie C. Cramer Bureau Chief Department of Environmentai Conservation Division of Management and Budget Services, 10th Floor 625 Broadway Aibany, NY 12233?5010 Subject: Mufti-agency legal services contract related to Buffato Bitlion Project a Name Program CRERID: Sequence No. 1 Determination: Approved Grounds: Singie Source Restrictions: NIA Your request for an exemption from giving notice in the New York State Contract Reporter for Muiti~agency legat services contract related to Buffalo Bitiion Project a Nano Program has been approved. This approval is for exemption oniy; it does not constitute the prior approval of OSC, if required. For singie or soie source exemptions, the reasonableness of cost must be inciuded 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 wilt be your responsibility to maintain proof that this exemption was subsequently pubtished in the newsletter. A copy of this tetter-shouid accompany the transaction when submitted to our office for approval. Sincerely, CHARLOTTE E. Director of Contracts Tet: Fax: (518)474-8030 Emaii: cdavis@osc.state.ny.us cc: Christine McCann, Empire State Development RE: Legal Services CRER Cramer, Anne Marie (DEC) to: - jiwaneozko@ose.statenyus 10/13/0017 02:20 PM Hide Details From: ?Cramer, Anne Marie To: "jiwaneozko@ose.statenyus" History: This message has been forwarded. Jim Below please ?nd responses to the four questions that you posed. If there is any otherinformation needed please let me know. Thank you - Anne Marie 1. Provide the breakdown by agency of estimated expenses. The breakdown of estimated fees and expenses by agency are as follows: A gency Estimated Total Cost DEC $27 5,000 DOB $545,000 DOL $220,000 DOT $36,000 DPS $645,000 HCR $1 ?7 9,000 Total. $1 ,900, 000 2. What other ?rms were considered and why they were not selected? When the initial need for representation in this matter arose, careful consideration was given to the type of experience and expertise that was essential in a firm and partner to lead this engagement. The Agencies required. a ?rm with signi?cant experience handling investigations of alleged ?nancial and procurement fraud, as well as experience with investigations conducted by the United States Attorney?s Of?ce for the Southern District of New York (USAO). Similarly, the film?s lead partner was required to have similar extensive experience in order to effectively manage and direct the engagement. Finally, we had to ensure the selected ?rm had the capacity to undertake this engagement across multiple agencies. The State recognized that Fried Frank and lead partner, Stephen Juris', possessed all of the qualifications and were uniquely quali?ed to take on this matter. 3. What are responsibilities as the agency lead for this contract? As stated in the contract, DEC will have certain administrative responsibilities for the contract, which include, among others: a Managing the contract approval process; 9 Receiving all Notices related to the administration of the contract; W1 1 x. . 11o? .em . Maintaining the right to terminate; and 9 Serving as the primary State contact for Vendor Responsibility correSpondence. 4. Fried Frank offered low er partner/associate rates to the NYS Senate under. contract C150049. were these same rates not extended the agencies? The scope and duration of services provided under Senate Contract (1150049 With Fried Frank are significantly different than those required for preposcd contract The blended partner/associate rate under Senate Contract (1150049 was Speci?cally tailored to the scope of work in that matter, which was concentrated with a small number of personnel. Contract involves representation related to an investigation. that is much larger in scale, involves six different agencies, Iarge~scale document review and production efforts, and requires a greater variety of legal staff. Further, the Senate contract was more conducive to the use of a blended hourly rate, due to the particular distribution of partner to associate work in that matter, and does not facilitate an apples-to-apples comparison. The scope of work under includes both high-level staff to lead the effort and also intensive document review work by lower-level staff. If the same blended rate that was used under Senate Contract 0150049 were to be applied to this engagement, the State might pay a lower rate for partners, but it would have paid a correspondingly higher rate for the lower-level staff who are performing the bulk of the document review resulting in overall greater legal fees and expense, not less. Accordingly, the blended rate used under Senate Contract (3150049 was not considered for the Agencies? representation. Here, billing based on separate and distinct discounted staff rates is more cost effective for the State. 4 Anne Marie C. Cramer Contract Grant Development and MWBE, Management Budget Services tdetar York State department of doaeereatiee 625 BroadWay, Albany, NY 12233-1088 P: (518) 402-9240 F: (518) 402?9023 annemarie.cramer@dec.nygov ?dd From: leaneczko@osc.state.ny.us Sent: Friday, October 13, 2017 1:59 PM To: Cramer, Anne Marie (DEC) Subject: RE: Legal Services CRER Hi-Anne Marie - Just go ahead and send me the responses and i will it to the file and reactivate the request. Jim lwaoeczko OSC Bureau of Contracts PH: (518) 4024335 FAX: (518)474-8030 iiwaneczko?zcscetate.nvne For access to state and local government spending, public authority ?nancial data and information on 130,000 state contracts, visit Open Book New York. The easy?to~uee website was created to promote 1"?1 .r'rtransparency in government and provide taxpayers with better access to financial data. From: "Cramer,Anne ?to: :1 gas" Date: 10113201? 12:29 PM Subject: RE: Legal Services CRER Jim? 1 received responses this morning from counsel on the CRER questions you posed for the legal services contract with Fried, Frank. Do you still have the request there that you can ?reactivate?? If so, do you just we nt me to send the responses to you in an e?mail? If not, what do you need from me in order to get this going again? Thanks very much Anne Marie ?nne Marie C. Cramer Contract 31: Grant Development and MWBE, Management Budget Services New Vote ?tate Separtnteot o? ?neironmentai ?eesersatioa 625 Broadway, Albany, NY 12233-1080 P: (518) 402-9240 (518) 402?9023 I annemarie.cramer@dec.nygov From: iiwa neczko?osc.state.nv.us [mailtodiwa neczko@osc.state.nv.us] Sent: Friday, August 04, 2017 8:56 AM To: Cramer, Anne Marie (DEC) Subject: RE: Legal Services CRER Good Morning Anne Marie Any news on this one? i am going on vacation and wanted to see if there was any movement. Jim lwaneczko . OSC Bureau of Contracts PH: (518) 40243335 FAX: (518) 4746030 iiwaneczko?oscstate.nyos For access to state and local government spending, public authority financial data and information on over 130,000 state contracts, visit Open Book New York. The easy-to~use website was created to promote transparency in government and provide taxpayers with better access to financial data. corn 5mm: "Cramer, Anne Marie "'iwaneczko oscstaten Date: AM RE: Legal Services CRER I nudged counsei and they are hoping to have information to me this week. i wili send it to you as soon as? have it. I appreciate your patience. Thanks - fame Marie Anne Marie C. Cramer Contract Grant Development and MWBE, Management Budget Services New Vega $eaa?mee? of 525 Broadway: Albany, NY 12233?1080 . . i3": (518) 43029240 .. (5 402-9023 annemarie.cramer@dec.nypov From: iiwa neczko@osc.state.ny.us [maiito?lwa neczko@osc.state.nv.us] Sent: Wednesday, July 12, 2017 10:34 AM To: Cramer, Anne Marie (DEC) Subject: RE: Legai Services CRER Any update? I Jim lwaneczko {3:80 - Bureau of Contracts PH: (5?18) 40243335 FAX: (518) 4746030 iiwaneczko?osoetate nv. Lia For access to state and local government spending, public authority ?nancial data and informatiorz on over 130,000 state contracts} visit Open Book New York. The easy-tome website was created to promote transparency in government and provide taxpayers with better access to financial data. com From: "Cramer, Anne Marie To: oscetaten . bate: 09:48 AM RE: Legal Services CRER 1 In 4 fr 13m .r HWAAHFI . ini??IlFHfIil-I Jim? I forwarded your questions to the counsels working on this contract. I foliow up today and impress upon them the need fer a reseonse as soon as possible. Thanks - ?nite Marie Anne Marie C. Cremer Contract 8: Grant Development and MWBE, Management Budget Services New Yetta fetete et Eeetreemeeui 625 Eroadway, Aibany, NY 12233-1080 P: {5?3 8) 482 9240 i F: (518) 482? 91323 annemarie cramer?dec my. ,oov dec n55. gov From: jEweneezko@osc.state.ny.us [mailtodlwe Sent: Wednesday, 05, 2017 3:00 PM To: Cramer, Anne Marie (DEC) Subject: Fw: Legai Services CRER Hi Anne Mare Do you have an ETA on when a response will be provided. Jim Iwaneczko 080 Bureau of Contracts PH: (518) 40241335 FAX: (518) 474-8030 iiwaneczko?bosc.etatenyus For access to state and local government spending, public authority financiei data and information on over 130,000 state contracts, visit Open Book New York. The easy-to?use website was created to promote transparency in government and provide taxpayers with better access to financial data. From: James To: "Cramer, Anne Marie (830)" , [333$ 031233201? 10:41 AM ?ttejee?t: Legal Services CRER I Hi Anne Marie - Regarding the exemption for legal services please provide the following edditicnai information: Breakdown by agency of estimated expenses. 2. What other ?rms were considered and why they were not selected? 1"1 WT f" 1 In ?r?x . r1 1011 . 3. What are DEC's responsibilities as the agency lead for this contract? 4. Fried Frank offered tower partner/associate rates to the NYS Senate under contract {3150049. Why were these same rates not extended the agencies? Jim iwaneczko OSC Bureau of Contracts PH: (518) 4024335 FAX: (5t8) 474-8030 iiwa neczko?ioscstate. ny. us For access to state and local government spending, public authority financial data and information on over 130,000 state contracts, visit Open Book New York. The easy-to~use website was created to promote transparency in government and provide taxpayers with better access to financial data. com Notice: This communication, including any attachments, is intended soleiy for the use of the individual or entity to which it is addressed. This communication may contain information that is protected from disciosure under State ahdl?cr Federal iaw. Piease 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. Notice: This communication, including any attachments, is intended solely for the use of the individuai or entity to which it is addressed. This communication may contain information that is protected from disclosure under State andi?or Federal iaw. Piease notify the sender immediateiy it 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. Notice: This communication, including any attachments, is intended solely for the use of the individuai or entity to which it is addressed. This communication may contain information that is protected from dis'closure under State and/or Federal iaw. 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. Notice: This communication, including any attachments, is intended soiely 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 Federai law. Please notify the sender immediately if you have received this communication in error and delete this emaii 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. Notice: This communication, including any attachments, is intended solely for the use ofthe 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 deiete this email from your system. if you are not the intended recipient, you are requested not to disclose, copy, r1distribute or take any action in reliance on the contents of this information. NOT FOR The information contained in this electronic mail message is privileged and confidential and intended only for the individual or individuals named above. if the reader of this message is not the intended recipient, or the employee or agent resoonsible for delivering it to the intended recipient, you are hereby notified that any dissemination, distribution or-copying'of this communication is strictly prohibited. if you have received this communication in error, please replyto the sender immediately to notify us of the error and delete the original message. Thank you. I IMPORTANT NOTICE This e-mail, including an,?r attachments, may be con?dential, privileged or otherwise legally protected. It. is intended only,r for the addressee. If you received this email in error or from. someone who was not authorized to send it to you, do not disseminate, copy or otherwise use this e-mail or its attaclnnents. Please notify the sender immediately by reply e?mail and delete the email from your system. r? fl. fl I ?l?lO State Street Aibany, NY 12236 Tel. (518) 4746494 ahoute?osc. state. my. us For access to state and iocal government spending, public authority ti'nanciaidate and information on over ?60,000 state contracts, visit Open Book New York. The easy-to-dse website was created to promote transparency in government and provide taxpayers with better access to financial data. Forwarded by Angela on 88:54 AM From: ?Cramer, Anne Marie "to: "AHoule@osc.state.nv.us? Bate: 06l16l2017 11:52 AM dobg?ect: CRER Letter Submission Angeia Attached piease find a Contract Reporter Exemption Request for OSC consideration. An approved Attachment A is provided as well to support this spending. If there are any questions or concerns, please contact me at the phone or e?mail included below. Thank you Anne Marie Anne Marie C. Cramer - Contract 8: Grant Deyeiopment and MWBE, Management 84 Budget Services New Vest: tsepar?ttnent of ?netronmentet ?onsertretton 625 Broadway, Albany, P: 8) 402?9240 F: )402?9023 i annemarie.cramer@dec.ny.oov Notice: This communication, including any attachments, is intended soiely tor the use of the individual or entity to which it is addressed. This communication may contain information that is protected from discicsore under State andior Federal law. Please notify the sender immediately if you have received this communidation in error and deiete this email from your system. if you are not the intended recipient, you are requested not to disciose, copy, distribute or take any action in reliance on the contents of this information. Notice: This communication, inciuding 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 Federai law. Please notify the sender immediately if you have received this communication in error and If!? 1 in a 1rr?n I 1 lad-Ant . rJA-n tar-4n- deiete 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 reiiance on the contents of this information. ?1?1 ATTORNEY CLIENT FOR The infarmatian contained in this eiectmnic mail message is privileged and con?dential and intended only for the individual or individuals named above. If the reader of this message is not the intended recipient, or the employee or agent responsible for delivering it to the intended recipient, you are hereby notified that any dissemination, distribution or copying of this communication is strictly prohibited. if you have received this communication in error, please reply to the sender immediately to notify us of the error and delete the original message. Thank you. IMPORTANT NOTICE: This e-mail, including any attachments, may be con?dential, privileged or otherwise legally protected. It is intended only for the addressee. If you received this e-mail in error or from someorte who was not authorized to send it to you, do not disseminate, copy or otherwise use this e?mail or its attachments. Please notify the sender immediately by reply email and delete the e-mail ?rom your system. DOB/Office of the Director of State Operations Approved Request Agency Code: 1050000 Agency: Budget Division of the Request ti: 1050000 82017 Request Type: Contracts New NPS Type: Agency Contact: Miche Heaslip 518-474-4421 Date Submitted to DOB: 06/09/2017 Request Title: Fried, Frank, Harris, :Shriver Jacobson LLP - Legal Services Description: Multi-agency contract with Fried, Frank, Harris, Shriver Jacobson LLP to provide legal services. Participating agencies are DOB, DEC, DOL, DPS, DOT, and HCR. Each agency will be responsible for paying their own fees and expenses incurred under this contract. The $1 ?100,000 contract ceiling will be - split among the agencies based on their need for services. Justification: The services are required to assist the participating agencies in responding to an external investigation Status Estimated Value Status: Approved This Request:$ 1,900,000.00 Date Approved: 06/13/2017 DOB Approver: Kate Sheils Unit: Administrative Services Unit Validated by the Office of the Director of State Operations Tuesday, June 13, 2017 - Page 1 OH 3:55:28 PM - or van-rt i seen Tat cassettes? 2:111:12: Division or? assuage-merit anti Budget Services 623 Broadway, 152th Finer, Atty-any. New York i2233~5010 P: (MB) 402~9228 i F: (5133 maw?acnygov June 16, 2017 Mr. James Iwaneczko Bureau of Contracts Office of the State Comptroller 110 State Street Albany, New York 12236 Dear Mr. lwaneczko: I am writing to request an exemption from the publication requirements of Article of the Economic Development Law for the New York State Department of Environmental Conservation, New York State Department of Public Service, New York State Department of Labor, New York State Department of Transportation, New York State Division of the Budget, and New York State Division of Housing and Community Renewal (the ?Agencies?) with respect to the purchase of services from Fried, Frank, Harris, Shriver Jacobson LLP (Fried Frank). Fried Frank shall provide legal services in connection with the US Attorney?s Office for the Southern District of New York?s (USAO) investigation into the Buffalo Billion Project and the Nano Program. Overview Justification of Selection The USAO is currently investigating the Buffalo Billion Project and the Nano Program-and has issued subpoenas and requests for information to the Agencies as part of that investigation. The Agencies requires expert outside counsel to assist in responding to the subpoenas as well as any other legal advice or guidance to support its cooperation with the USAO. The OAG has also publicly acknowledged that it is investigating SUNY Polytechnic Institute and its relationship with several entities. This is a conflict of interest that cannot be resolved, thus further necessitating the Agencies? need for'expert outside counsel. With the immediate need to respond to the USAO, there-was not sufficient time to complete a competitive process. The Agencies coordinated their needs and identified Fried Frank as the firm best suited to provide the required services. Fried Frank has developed a national reputation for success in handling the defense of corporations and individuals under criminai investigation. The Firm regularly defends clients facing investigations by the United States Attorneys' Offices. They have handled numerous matters involving allegations of financial frauds and procurement fraud. . narrator Departments? starsor- . . ermuamrti?r?! -- {onservatiea The Agencies? representation will be led by Stephen Juris, a partner in the firm?s White Collar Criminal Defense and Securities EnforcementPractice. Mr. Juris has extensive experience representing corporate and individual clients in connection with government investigations and regulatory enforcement matters. He has represented clients in sophisticated commercial and appellate litigation in state and federal courts. Mr. Juris' regulatory and government investigations experience includes cases and investigations involving allegations of complex frauds, the oversight and operation of not- for-profit entities, and "pay-to-play" arrangements. Prior to joining Fried Frank, Mr. Juris also served as law clerk to the Honorable. Robert W. Sweet, US District Judge for the Southern District of New York. Mr. Juris is a regular contributor to Forbes, Business Crimes Bulletin, the New York Law Journal, Law360, and Bloomberg Computer Technology Law Report on issues relating to governmental investigations, white collar defense, and securities enforcement. Furthermore, the associates assigned to the Agencies? representation also have extensive experience in complex litigations in state and federal court, working with the USAO for the Southern District of NY, and legal issue related to government contracts. It is the combination of Fried Frank?s expertise and Mr. Juris? extensive experience that makes the firm ideal to provide representation for the Agencies in the inves?ga?on. Reasonableness of Cost Fried Frank?s fee structure is fair and reasonable considering the outstanding qualifications of the firm and the impressive resume of lead partner. The firm has offered a considerable reduction in its standard fees for attorneys providing services under this contract. The firm?s hourly rates for attorneys on the proposed contract are discounted 20% from its standard hourly rates. Considering the quality and experience the Agencies will receive from the firm, the discounted rates provide tremendous value to the State. The rates Fried Frank will charge are comparable to those charged by another firm with similar high level experience and expertise in their field of specialty. As demonstrated in the table below, the range of fees charged by Fried Frank compare favorably: Title Hourly Rates" - WinstOn Strawn Fried Frank OPWDD Contact . Partner/Special Counsel $740 - $820 $664.62 - $823.46 Attorneys/Associates $51 5. 63 Legal Assistants/Paralegals $196~$288 $261.25 Ranges provided for the purpose of comparison. Contract CLCOO2 began in 2015. Rates for comparison were escalated to 2017 based on the CPI for legai services. While some of the Fried Franks Associate rates are higher, this is due to their level of experience and expertise in the areas required Based on the discussion noted above, the Agencies consider Fried Frank?s fee structure reasonable given the outstanding qualifications of Mr. Juris and the expertise and insight he and the-firm will bring to the matter. Therefore, the Agencies seek to enter into a contract with Fried Frank for legal services at an amount net~to~exceed $1,900,000, including all fees, expenses and disbursements. Thank you for your consideration of this exemption request. Please contact me at 518-402 9240 if you would like further information or have any questions pertaining to this request. . Sincerely, ?lm/Le Marie Crammer Anne Marie C. Cramer Chief, Bureau of Contract Grant Development and MWBE