USS Cal Builders v. San Francisco Bay Area Rapid Transit Dist. CA1/5

BACKGROUND

In 2001, USS Cal executed a fee agreement with Feldman & Associates, Inc. (Feldman) to represent USS Cal “in connection with various construction matters.” The agreement provided that, as security for costs, disbursements, and legal services rendered, USS Cal would give and grant Feldman “a first priority attorneys’ lien on all claims, causes of action and any amounts received or recovered by you in the above-described matters by way of settlement, judgment or otherwise.” In 2007, USS Cal executed a general indemnity agreement with Arch. The agreement stated that, in the event of a default, USS Cal and its indemnitors “do hereby assign, transfer and set over to Surety, all of their rights under all Bonded Contract(s) including . . . all claims and causes of action against any parties to the Bonded Contract(s)” and “any and all sums due, or to become due under the Bonded Contract(s).” USS Cal executed several other general indemnity agreements with Arch over the next decade, each of which contained similar assignment language. Arch issued numerous bonds to USS Cal, including payment and performance bonds on its contract with BART for Lafayette station site improvements.…