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Nossaman LLP

Nancy C. Smith


T 213.612.7837
F 213.612.7801
777 South Figueroa Street, 34th Floor
Los Angeles, CA 90017

Co-founder of Nossaman’s Infrastructure Practice Group and a member of the Firm’s executive committee, Nancy Smith is nationally known for her expertise in use of design-build, public-private partnerships (P3s) and other innovative contracting methodologies for public projects.  Her pioneering efforts and continuing involvement in the infrastructure development process have laid the groundwork enabling public agencies throughout the United States to use non-traditional methods for project delivery.

Ms. Smith has been instrumental in obtaining federal and state legislation allowing use of innovative contracting procedures for public projects.  In addition to developing contracts for specific projects, she has advised state departments of transportation and other agencies in establishing a programmatic approach using innovative project delivery methods.  She is among a select group of attorneys certified as design-build professionals by the Design-Build Institute of America.

Her role in the Infrastructure Practice Group also includes a quality assurance function, with colleagues often turning to her for strategic advice and legal questions.  Ms. Smith contributes in some way to more than two-thirds of the major projects the group handles for clients across the country.

Representative Work

  • Maryland Transit Administration and Maryland Department of Transportation – Purple Line Light Rail.  Co-leader of the legal team that advised on Maryland’s first transit P3 project – an approximately $2 billion (capital cost) light rail system that will significantly ease travel between the Maryland suburbs and Washington, D.C.  The Purple Line Light Rail System will run 16.2 miles between Bethesda and New Carrollton with 21 new stations along the route.  The project, Maryland’s largest P3 and the nation’s largest full DBFOM P3, will provide a direct link to the Metrorail Red, Green and Orange lines and connect to the MARC train, Amtrak and local bus services.  In July 2014, MTA issued the final RFP for an availability payment concession to shortlisted teams.  Proposals were received in late 2015 and, in March 2016, the agencies selected a consortium led by Fluor and Meridiam.  The project reached commercial close in April 2016 and financial close in June 2016.  Construction is expected to begin in late 2016 and completion is expected in spring 2022.  The Purple Line’s financing plan includes an $874 million TIFIA loan, $313 million in PABs, $138 million in private equity and approximately $900 million in anticipated federal “New Starts” funding.  Maryland taxpayers will save more than $550 million over the 36-year contract term from the original bid amounts, due to rate and credit spread risk sharing under the P3 agreement.  The PABs utilized on the project were sold at the lowest interest rates ever achieved in the U.S. P3 market.  In 2016, the project earned a P3 Bulletin “Gold Award” for Best Transit and Aviation Project.  Ms. Smith was a key participant in development of procurement and contract documents for the project.
  • Orange County Transportation Authority – I-405 Improvement Project.  Co-leader of the legal team engaged as part of the Authority’s program management team to advise on a project to add a general purpose lane and an express toll lane in each direction, as well as the conversion of an existing HOV lane in each direction, between SR 73 and I-605 in Orange County, California.  The project, the largest highway upgrade in Southern California, will relieve pressure on one of the state’s most congested corridors.  In November 2016, the Authority awarded a $1.2 billion design-build contract to a consortium led by OHL USA Inc. and Astaldi Construction Corp.  Construction on the project, estimated to cost $1.9 billion overall, is expected to begin in 2017.  Ms. Smith’s role has included drafting and reviewing contract and procurement documents for the project.
  • New York State Thruway Authority – Tappan Zee Bridge.  Key member of the program management team that advised on a project Gov. Andrew Cuomo has described as the state’s most pressing infrastructure need – replacement of an aging three-mile-long cantilever bridge over the Hudson River with a new cable-stayed, dual-span structure designed to last a century.  To help deliver the project, Nossaman drafted procurement and contract documents and assisted with the procurement, resulting in a $3.1 billion design-build contract with a Fluor-led consortium – $800 million less than the next lowest bidder – in the first such deal undertaken by the transportation agency and the largest in the country to date.  The contractor, which started construction in 2013, is scheduled to complete the first span in 2016 and finish the entire project in 2018.  Ms. Smith led the legal effort for review of enabling legislation, assessment of project risk, production of procurement and contract documents, participation in meetings with proposers, dealing with surety issues, assisting in evaluation of SOQs and proposals and participating in contract negotiations. 
  • Santa Clara Valley Transportation Authority – BART Silicon Valley Berryessa Extension.  Special design-build counsel for the first phase of a $2.3 billion Bay Area Rapid Transit system extension into the Silicon Valley.  The project, under construction and scheduled for completion in 2016, includes 10.2 miles of heavy rail infrastructure and two stations.  Ms. Smith is co-leader of the legal team that advised the client in structuring the design-build procurement and drafted the procurement and contract documents for a $722 million 2011 agreement with a Skanska/Shimmick/Herzog joint venture.  The team also assisted VTA in administration of the contract and negotiation of arrangements for BART to provide train cars as well as operations and maintenance services for the new line.  Ms. Smith also served as co-leader of the legal team advising VTA on a design-build procurement for parking structures at the stations.
  • City of Los Angeles/ Los Angeles World Airports – Landside Access Modernization Program at LAX.  Key member of the legal team advising on a $5 billion program to ease access into and out of the second largest airport in the United States by developing a massive consolidated rental car center, an elevated 2.5-mile automated people mover system, intermodal transportation facilities and a joint station with LA Metro’s Crenshaw Light Rail Line.  Among the matters on which Nossaman is advising are availability payment DBFOM procurements for each of the $2.2 billion APM and $1.1 billion CONRAC elements.
  • City of Los Angeles, Department of Public Works, Bureau of Sanitation – Hyperion Treatment Plant.  Lead attorney working as a member of the City’s project management team advising on a 2014 DBOM contract for a proposed digester gas utilization project within the Hyperion Treatment Plant.  The digester will use gas byproduct from wastewater treatment to generate electricity and steam for use in the wastewater treatment and water reclamation process – reducing the plant’s reliance on the electrical grid.  Ms. Smith’s work included assisting with the instructions to proposers, drafting contract documents for the RFP, advising on issues during the proposal review process, negotiating with the selected proposer, revising and finalizing the contracts, commenting on staff reports involving the contract award and helping the City Attorney’s Office with various matters relating to the procurement.
  • Orange County Transportation Corridor Agencies (TCAs) – Orange County Public Toll Roads.  Lead attorney advising these agencies on all aspects of planning, developing and operating their toll road system since 1990.  The TCAs were formed by the California Legislature in 1986 to plan, finance, construct and operate Orange County’s public toll road system.  The system was primarily financed with proceeds from toll revenue bonds, reducing the need for taxpayer investment in roadway development.  Ms. Smith is the lead attorney for all of TCA’s contracts, including more than $2 billion in design-build contracts and operation and maintenance contracts for toll roads, facilities and systems.
  • Metro Gold Line Construction Authority – Metro Gold Line.  Principal in charge of Nossaman's general counsel work for the Authority and co-leader of the legal team advising the agency on projects to develop the Metro Gold Line since 2000.  The busy light rail system currently serves riders from Union Station in downtown Los Angeles to the APU/Citrus College Station in Azusa.  Nossaman is currently advising the Authority on the 24-mile Foothill Extension, which is continuing the line eastward from Pasadena through the region’s “foothill cities.”  Phase 2A of the project, which opened in March 2016, extended the line to Azusa and added 11.3 miles of new track along with six new stations and an operations and maintenance facility.  Ms. Smith served as co-lead design-build counsel advising the Authority on structuring the procurement and contracts for Phase 2A including an agreement with Skanska USA to develop an $18 million “freeway structure” bridge; a $486 million alignment contract with a Kiewit/Parsons joint venture; and a $49 million agreement with Webcor Builders for a parking structure.  She oversaw the risk allocation analysis, prepared procurement and contract documents and assisted in the award process and contract administration.  She is also advising the Authority on Phase 2B of the rail project, which will extend the system further east to Montclair.  In 2016, the Gold Line project won “Outstanding Rail Project of the Year” from the American Society of Civil Engineers, Metropolitan Los Angeles Branch; the “Sustainability Excellence Distinction Award” and “Exceptional Project Achievement Award” from the Western Council of Construction Consumers; and the “Excellence in Dispute Avoidance & Resolution Award” from the Dispute Resolution Board Foundation.  Also in 2016, the Gold Line freeway structure bridge was honored as one of ArchDaily’s “Top 100 Architecture Projects.”
  • City of San José – Norman Y. Mineta San José International Airport.  Key member of the legal team that assisted in negotiating and administering a design-build contract for a precedent-setting $660 million airport expansion serving California’s Silicon Valley.  The project, the first major airport design-build undertaking in the state, included the renovation and expansion of Terminal A, a new Terminal B, a 3,000-space consolidated rental car facility and related roadway improvements.  In late 2006, the city contracted with Hensel Phelps Construction Co., chosen through a qualifications-based selection process, which completed the work in 2010.  The team saved more than $290 million on the budget and finished completed the upgrades a year early by using a design-build rather than a design-bid-build process.  The project has received more than 25 prominent industry awards.
  • Metropolitan Transit Authority of Harris County, Texas – METRO Solutions Phase 2.  Leader of the legal team that advised on a project to extend the Houston METRORail system.  The first leg of the system, the 7.5-mile long Red Line, boasts one of the highest ridership rates in the country since opening a decade ago.   Metro Solutions Phase 2 is a $1.46 billion project to design, build, equip, operate and maintain three additional rail lines.  The Authority awarded a development agreement to Parsons Transportation Group Inc. and a design-build contract to a Parsons/Granite/ Kiewit joint venture with vehicles acquired by CAF.  The Red Line northern extension opened in December 2013 and the Green Line (East End) and Purple Line (Southeast) began service in 2015.  Ms. Smith’s work included advising on the turnkey contract to develop the extensions, producing procurement and contract documents, negotiating the original contracts and negotiating subsequent modifications.
  • Washington State Department of Transportation – Alaskan Way Viaduct Replacement.  Leader of the legal team assisting the State Attorney General's Office with respect to this project to replace the 60-year-old Alaskan Way Viaduct with the world’s largest-diameter (57 feet) bored tunnel.  The two-mile waterfront tunnel through downtown Seattle will incorporate a double-decked roadway with incoming and outgoing traffic on different levels.  Nossaman served as outside counsel to the state transportation agency on a $1.35 billion design-build contract with a Dragados/Tutor Perini joint venture.  For more than 15 years, Ms. Smith has served as lead outside counsel to WSDOT in development of its design-build procurement and contracting program.  Her role in the Alaskan Way Viaduct project included reviewing procurement and technical documents, assisting in risk analysis and drafting contract documents.  She continues to advise the agency on ongoing contractual issues.

Awards & Honors

"Distinguished Design-Build Leadership Award," Design-Build Institute of America, 2014

"Meritorious Service Award," Design-Build Institute of America, 2007

AV Preeminent® Peer Review Rated by Martindale-Hubbell

Nancy C. Smith
Nancy C. Smith



J.D., Yale Law School, 1981

B.A., University of Florida, 1978, Phi Beta Kappa, with high honors




Professional Affiliations

Transportation Research Board: Chair of Committee on Contract Law; Member of Committee on Project Delivery Methods

Design-Build Institute of America: Member of Legislative and Legal Committee; Member of Transportation Infrastructure Committee; Co-Chair of 2003 Transportation Conference; Founding Board Member of Western Pacific Region

Women's Transportation Seminar - Los Angeles: Board Member, 2001 to Present

American Bar Association: Member of Public Contract Law Section and Forum on the Construction Industry

Education Through Music - Los Angeles: Board Secretary

Awards & Honors

"Distinguished Design-Build Leadership Award," Design-Build Institute of America, 2014

"Meritorious Service Award," Design-Build Institute of America, 2007

AV Preeminent® Peer Review Rated by Martindale-Hubbell

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