Description

Position at MTA Headquarters

JOB TITLE:

Senior Counsel, Transactions - Special Projects

SALARY RANGE:

Level I - $155,248

Level II - $166,116

Level III - $181,066

DEPT/DIV:

Special Projects Legal Division

SUPERVISOR:

Deputy General Counsel & Unit Chief

LOCATION:

93-02 Sutphin Blvd, Jamaica, NY 11435

HOURS OF WORK:

9:00 AM - 5:30 PM

This position is eligible for telework, which is currently one day per week. New hires are eligible to apply 30 days after their effective date of hire.

Overview of the Special Projects Legal Division and Position:

The Special Projects Legal Division is seeking a Senior Counsel I, II, or III to join the Special Projects Legal Division, depending on their experience level as described below.

The Special Projects Legal Division is a multidisciplinary legal team that operates across a broad spectrum of complex matters for the MTA and its subsidiaries and affiliates, spanning real estate, construction, operational, regulatory, and business projects and transactions. The Special Projects Legal Division handles a wide range of legal matters relating to large-scale, high-impact, and high-stakes projects, initiatives, and transactions, including: (1) regionally significant rail, service, and infrastructure projects, (2) mega-projects, strategic initiatives, and revenue-generating programs, (3) real estate development deals and transactions (including but not limited to overbuilds, air-rights and vertical developments, property transfers and swaps, joint developments, public private partnerships, mixed-use and stand-alone real estate projects, station-area developments, ground and long-term leases and land use and zoning matters), and proposed construction activities occurring over or adjacent to any MTA agency's rail and transit rights-of-way, stations, terminals, maintenance facilities, yards, and/or any other MTA property areas where service continuity, operational integrity and safety are essential, (4) matters, projects, and agreements involving railroads (such as Amtrak and NJ Transit), transit, transportation and other governmental and economic development agencies, regulatory bodies, and private parties concerning operations, service, initiatives, and the use of tunnels, trackage, stations, terminals, infrastructure, and facilities of any MTA agency, (5) strategic business activities, technology and services, and other matters in support of MTA's business and operational interests which require complicated deal structuring and close technical, operational, and legal integration, and (6) legal support for capital projects involving or affecting any of the foregoing matters.

As a Senior Counsel in the Special Projects Legal Division, the candidate will be responsible for providing legal, transactional and strategic advice and serving as the project manager for the legal workstream on multifaceted, multi-agency projects, including coordinating legal components across divisions, ensuring internal clients receive clear and timely guidance, managing deliverables, and integrating legal strategy at the earliest stages of planning. Specific responsibilities include, but are not limited to:

• Structuring, drafting, advising on, and negotiating all manner of contracts and documents, including but not limited to development agreements, RFPs and other solicitations, construction contracts, ground leases, easements, MOUs, permits, operating agreements, guarantees, letters of credit, purchase and sale agreements, construction license agreements, corporate and business agreements, revenue, cost-sharing arrangements, and license agreements.
• Negotiating protective terms to prevent or mitigate impacts on business interests, transportation operations, safety, and service reliability.
• Tracking project (construction and non-construction) dependencies, contractual flow-downs, and maintaining alignment and consistency across deal documents throughout the project lifecycle.
• Maintaining exceptional legal matter management, including timelines, deadlines, tracking deliverables, identifying and communicating risks early, and ensuring internal clients receive clear and timely advice.
• Planning and assistance with due diligence in all phases of transactions and actively managing the deal process and execution.
• Actively coordinating across stakeholders, including but not limited to operations, engineering, transit-oriented development, real estate, construction, risk management, finance, and external agencies.

• Advising on issues of risk mitigation, contractor responsibility, and contract disputes, as required.
• Analyzing and/or drafting agency rules, policies, procedures, and legal opinions.
• Analyzing proposed or enacted legislation, as well as any municipal, state, or federal rule or regulation involving or affecting the agencies.
• Collaborating with and/or supervising outside counsel and MTA junior attorneys.

The Senior Counsel may, depending on the Matter assigned, be asked to work collaboratively with:

• MTA Legal Department Deputy General Counsels and all MTA Legal Department professional and administrative staff,
• MTA Departments and Units/Offices, including Transit Oriented Development, Real Estate Transactions & Operations, Accessibility, Audit, Communications, Compliance/Ethics, Diversity and Civil Rights, Finance, Information Technology, Labor Relations, People, Procurement, Strategic Initiatives, MTA Police Department, Security and System Safety.
• Presidents, Senior Vice Presidents, and senior staff at New York City Transit, Metro-North Railroad, Long Island Rail Road, Bridges and Tunnels, and Construction and Development.
• Federal, State, or local administrative agencies.
• Office of the MTA Inspector General.
• MTA's labor partners.

In addition to the educational and experience requirements detailed below, the Special Projects Legal Division also seeks candidates with the following: exceptional drafting skills and a nuanced understanding of sophisticated, complex documents, with strong analytical skills and the ability to deliver strategic, solutions-oriented legal advice. Candidates should have substantial experience in construction law, real estate law, and negotiating and managing complex financial and corporate agreements. Candidates should also bring relevant in-house, law firm and/or public sector experience, including at least five (5) years of experience working on sophisticated real estate agreements and development deals, sophisticated large-scale transportation and infrastructure projects, and complex corporate transactions. Prior experience serving as outside counsel to governmental or transportation-related agencies, or experience working in government, is strongly preferred. Knowledge of public authorities' law, land use, and zoning laws and regulations is desirable.

Summary:

The Senior Counsel, Transactions position reports to a Deputy General Counsel or Assistant Deputy General Counsel in a Transactions Division in the consolidated MTA Legal Department. The current Transactions Divisions are the: 1) Condemnation Division, 2) Environmental Division, 3) Finance Division, 4) Procurement and Contracts Division, 5) Real Estate Development Division, 6) Real Estate Transactions and Operations Division, and 7) Special Projects Legal Division.

Depending on the needs of the Legal Department and the Division, the duties of the Senior Counsel include representing the MTA and its operating agencies in transactions (contracts, agreements, and associated documentation), client counseling, compliance, negotiations, dispute resolution, risk management, and (for Environmental & Condemnation Divisions) litigation matters which are of increasing complexity and involve increasing levels of responsibility and independence. The duties of the Senior Counsel also include providing legal counsel on statutory, regulatory, agency policy, and other matters that pertain to or impact the operations and functions of the MTA and its affiliates and subsidiaries.

Senior Counsel - Levels I, II, and III

There are three levels of Senior Counsel positions within the Legal Department, each with progressively greater responsibilities. Depending on the level, responsibilities include:

• Level I: Provides legal representation on complex transactional and compliance matters with limited supervision. Responsibilities include drafting and reviewing moderately complex agreements and contracts, conducting due diligence, advising on regulatory and policy issues, and managing risk. Handles moderately complex negotiations and dispute resolution, prepares authorizing documentation, and presents legal advice to mid-level and senior management. Occasionally supervises junior attorneys, interacts with outside counsel, and comments on legislative and regulatory proposals. For specialized divisions, they may assist with moderate litigation tasks such as discovery and appellate arguments.

• Level II: Manages highly complex and sensitive matters with minimal supervision, including transactions with significant financial or policy exposure. Leads fast-paced negotiations, drafts and reviews multifaceted agreements, and oversees due diligence for complex deals. Handles disputes involving multiple parties, supervises junior attorneys and outside counsel, and, in specialized divisions, coordinates with outside counsel on litigation with major implications. Takes leadership in drafting agency rules, procedures, and proposed legislation, and drives complex settlement discussions. In specialized divisions, independently manages complex litigation tasks, including witness examinations at trial.

• Level III: Operates with substantial independence on high-stakes, highly complex matters, providing strategic legal counsel and shaping overall transactions and dispute resolution strategies. Leads and closes voluminous negotiations, structures deals to meet business and legal objectives, and innovates solutions for intricate conflicts and risks. Reviews and drafts contracts with significant programmatic impact, finalizes board-level documentation, and negotiates directly with regulators. In specialized divisions, directs the most complex or novel litigation matters through trial and appeal, often coordinating with outside counsel. Serves as a key advisor on policy, governance, and regulatory issues at the highest level.

Education and Experience:

Level I-III:

Required Education and Experience:

• JD from an accredited law school and licensed to practice law in New York.
• A minimum of five (5) years of relevant law firm, public sector legal, or in-house legal experience.

Preferred Experience:

• Public sector legal experience, particularly in New York City or New York State.
• Transportation sector experience.
• History of successfully supervising or mentoring junior attorneys.
• A record of communicating with and advising the organization's senior management.

Required Competencies:

• Strong legal research and writing ability.
• Strong communication and interpersonal skills, with the ability to interface effectively with people at all levels of the organization and external parties.
• Demonstrated knowledge base and practice skills relating to the various practice areas and responsibilities of this position.
• Demonstrated leadership skills.

Other Information

May need to work outside of normal work hours (i.e., evenings and weekends)

Travel may be required to other MTA locations or other external sites.

According to the New York State Public Officers Law & the MTA Code of Ethics, all employees who hold a policymaking position must file an Annual Statement of Financial Disclosure (FDS) with the NYS Commission on Ethics and Lobbying in Government (the "Commission").