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2025-01-23 ParshmanStein, WalderHayden - Whiteford LQ Engagement Ltr for SDC BK Chapter 11 CaseRichard W. Riley Counsel rriley@pashmanstein.com Direct: 302.327.6790 January 14, 2025 Via Electronic Mail (jmcmillen(i laquintaca.gov) Jon McMillen City Manager City of La Quinta 78-495 Calle Tampico, La Quinta, CA 92253 Re: Engagement Letter with Pashman Stein Dear Jon: PashmanStein WalderHayden A Professional Corporation We are delighted that you have asked Pashman Stein Walder Hayden, P.C. ("PashmanStein" or the "firm") to act as Delaware counsel, with Whiteford Taylor & Preston, LLP ("Whiteford") acting as your primary counsel, in representing and advising the City of LaQuinta (the "Client") in connection with the chapter 11 bankruptcy cases (the "Bankruptcy Cases") of SilverRock Development Company, LLC and its related debtor (the "Debtors") pending in the United States Bankruptcy Court for the District of Delaware (the "Engagement"). This agreement shall provide the terms of our engagement and our billing arrangements for our work on this matter. PashmanStein's engagement in this matter shall be effective as of January 13, 2025. 1. Scope of Engagement You have engaged PashmanStein to represent the Client in connection with the above referenced Engagement, and such other matters as may be agreed to in writing in the future between Client and PashmanStein. 2. Staffing We staff matters with the goal of providing legal services of the highest quality on the most cost- effective basis possible. In the interest of efficiency, we may draw upon the talents and experience of lawyers throughout our firm. Our firm's work on this matter will be led by me. As this matter proceeds, we may need to add additional attorneys to our team as necessary to meet time demands and to draw upon relevant 824 North Market Street Suite 800 Wilmington, DE 19801 Phone: 302.327.6790 Fax: 201.488.5556 www.pashmanstein.com January 14, 2025 Page 2 PashmanStein WalderHaydenn A Professional Corporation expertise and skillsets in our firm. We will work closely with Whiteford, as the Client's primary counsel. 3. Billing Policies and Procedures We will bill for services rendered based on a number of factors, including the time spent on the matter (billed in 0.1 hour increments) and our normal hourly rates in effect at the time the bill is rendered. The hourly rates for people working on matters vary in accordance with their experience and expertise. My time will be billed at my current rate of $650 per hour. Our associate rates are currently $485 to $545 per hour, and our paralegal rate is currently $430 per hour. Our hourly rates are subject to adjustment by the firm from time to time, and it is not our practice to notify clients of such changes. The overall cost of an assignment reflects staffing, experience and efficiency. We seek to manage projects so that lawyers with experience relating to a particular project can bring that experience to bear, and so that each task is performed as cost-effectively as possible by a lawyer who is appropriate for the task. I will be happy to discuss project management and staffing matters with you at any time. We also bill for out-of-pocket disbursements and certain other expenses and service charges, including photocopying, word processing, telecopying, filing fees, required secretarial overtime, and amounts paid to outside vendors (e.g., messenger services). We usually require our clients to pay substantial disbursements in advance, or to pay them directly to outside vendors. In accordance with our standard billing practice, we expect to bill on a monthly basis. All bills are payable upon receipt and payment is not contingent upon the outcome of a matter. In our experience, clients find monthly billing to be helpful in monitoring the nature and amount of services. We understand for this matter we will send our bills to Whiteford to be submitted to you for payment with their bills and we will be paid when Whiteford receives payment for the bills. In addition to keeping you informed currently through monthly billing, we would seek to consult you in advance before undertaking any major new task in our representation, and to keep you informed where our fees, disbursements and other charges stand on an ongoing basis, if you so request. If a dispute arises as to the amount of the fee being charged, you may have the right to seek arbitration of the fee dispute. We will provide you with the necessary information regarding such processes in the event of a dispute, or at any time upon your request. 824 North Market Street Suite 800 Wilmington, DE 19801 Phone: 302.327.6790 Fax: 201.488.5556 www.pashmanstein.com January 14, 2025 Page 3 4. Retainer We do not require a retainer for this engagement. 5. Conflict Waiver PashmanStein WalderHaydenn A Professional Corporation The Client acknowledges that from time to time the firm, which regularly represents clients in distressed, bankruptcy and restructuring matters, may be engaged and/or has already been engaged and will be, or has been, acting on behalf of entities taking positions that are actually or potentially adverse to the Client's interests in past, present and future bankruptcy and restructuring matters unrelated to the subject matter of Engagement where the Client may be a creditor or interested party ("Unrelated Matters"). The Client hereby waives, to the fullest extent permitted by law, any claim that the firm's representation of the Client pursuant to the Engagement has or will have given rise to any actual or potential conflict -of -interest in connection with the firm's involvement in any Unrelated Matters on behalf of clients that are not the Client, even if the interests of such clients in such Unrelated Matters are directly adverse to you or the Client. 6. Termination of Representation Above all, our relationship with you must be based on trust, confidence and clear understanding. If you have any questions about this agreement or about any aspect of the work that the firm, or any of the firm's lawyers is performing on your behalf, please call Henry or me directly to discuss the matter. We encourage you to inquire about any matter concerning the attorney -client relationship that is in any way unclear or unsatisfactory. You may, of course, terminate our representation at any time for any reason. Subject to ethical obligations, we reserve the right to withdraw from an engagement if our statements are not being paid in a timely manner or if for any other reason the lawyer -client relationship is not proceeding in a satisfactory manner. If the foregoing correctly sets forth our agreement, please so indicate by signing in the space provided below and return an executed copy of this letter to us. Please also maintain a copy of this agreement in your files. We invite you to consult with us at any time and on any topic. We look forward to working with you on this important matter. Very truly yours, /s/ Richard W. Riley Richard W. Riley 824 North Market Street Suite 800 Wilmington, DE 19801 Phone: 302.327.6790 Fax: 201.488.5556 www.pashmanstein.com January 14, 2025 Page 4 Agreed to and accepted on this 23 day of January, 2025 Name: Jon McMillen Title: City Manager City of La Quinta cc: Brad Englander (benglander@whitefordlaw.com) 824 North Market Street Suite 800 Wilmington, DE 19801 Phone: 302.327.6790 Fax: 201.488.5556 www.pashmanstein.com PashmanStein WalderHaydenn A Professional Corporation