2025 Keyser Marston Assoc (KMA)- SRR Fin Advisory Firm-Broker Retainer AgrRETAINER AGREEMENT
for
PROFESSIONAL FINANCIAL CONSULTANT SERVICES
(Fiscal Review and Economic Development)
This RETAINER AGREEMENT ("Agreement") is entered into by and among KEYSER
MARSTON ASSOCIATES, located at 777 S. Figueroa Street, Suite 2555, Los Angeles, CA
90017 ("Financial Consultant") and RUTAN & TUCKER, LLP ("R&T") as of April 16, 2025.
RECITALS
A. The City of La Quinta, a California municipal corporation ("City"), is R&T's
client, and R&T serves as the contract City Attorney's Office for the City.
B. R&T wishes to retain Financial Consultant as an independent contractor, expert
advisor, and potential expert witness in connection with financial feasibility review and advice,
economic development review and advice, and potential successor developer review and project
assessment, among other related services as authorized by the City and R&T (collectively, the
"Services"), with regard to dispositions, developments, and uses of portions of the real property
comprised of approximately 525 acres and generally referred to and known as the "SilverRock
Resort Area" and subject to a Specific Plan adopted by the La Quinta City Council; more
specifically, the Services will be provided for the following portions of the SilverRock Resort
Area:
(i) The approximately 134 acres that was conveyed to Developer SilverRock
Development Company ("SDC" and referred to as the "SDC-Held Property") and is
currently subject to a Chapter 11, voluntary bankruptcy proceeding in U.S. Bankruptcy
Court for the District of Delaware, with lead petition SilverRock Development Co., LLC
Case No. 24-11647 (the "Bankruptcy Litigation");
(ii) The approximately 140 acres that is undeveloped land and owned by the City
but was potentially subject to an option to purchase by SDC, was intended to be
integrated with the development and use of the SilverRock Resort Area, and potentially
may be sold or optioned by the City to a subsequent developer selected in conjunction
with the disposition of the SDC-Held Property as part of the process in the Bankruptcy
Litigation (the "Phase II Property"); and
(iii) The approximately 161 acres that is developed as the existing SilverRock
Golf Course and owned by the City (the "Existing Golf Course Property"), which was
intended to be conveyed to SDC upon completion and opening of specified project
components of the commercial/hotel project on the SDC-Held Property, which
components have only partially been developed and now subject to the Bankruptcy
Litigation. Collectively, the SDC-Held Property, Phase II Property, and Existing Golf
Course Property are referred to as the "Subject Properties."
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C. Financial Consultant agrees to perform the Service for the Subject Property for
the rates as set forth in Exhibit "A" attached hereto and incorporated herein by reference (the
"Rates").
NOW THEREFORE, it is agreed by and among the parties as follows:
1. Financial Consultant shall commence working for R&T upon full execution of
this Agreement, and expects to complete the Services by a date to be mutually agreed upon by
R&T and Financial Consultant.
2. Financial Consultant shall be compensated by the City, through the monthly
billing invoices sent by R&T to the City, in an amount not to exceed $100,000, for the Services
at the Rates provided herein. Costs will be billed at the actual value of the cost with no mark-up.
Financial Consultant shall send said invoices to R&T on a monthly basis, and R&T will then
deliver said invoices to the City for payment by the City directly to Financial Consultant.
3. Financial Consultant is duly registered and licensed to operate as a business in the
State of California. R&T maintains professional liability errors and omissions insurance in the
amount of at least $1,000,000. Proof of insurance can be provided upon request.
4. Financial Consultant shall provide all of its own materials and equipment for the
Services, and is operating as an independent contractor. Financial Consultant is not entitled to
any of the benefits of employment with R&T or the City.
5. All work performed and completed by Financial Consultant for the Services is
intended to be and shall be subject to all applicable evidentiary privileges, including but not
limited to the attorney-client/work product privileges. Financial Consultant's fiduciary duties are
to the City as the client of R&T, and, as an independent contractor for R&T, Financial
Consultant is intended to be and shall be deemed an expert in the field of the Services, retained
specifically by R&T for the benefit of its client, the City, with all applicable evidentiary
privileges extending thereto with respect to the Services.
6. Financial Consultant may perform services for other clients without the need for
any prior approval of R&T as long as said other services would not present a conflict of interest
for Financial Consultant or otherwise breach Financial Consultant's fiduciary duties to the City
and R&T. Furthermore, Financial Consultant shall in no event disclose to any third party the
Services performed and completed under this Agreement, nor shall Financial Consultant disclose
to any third party this Agreement or any draft or final work product, documents, worksheets, or
any other writings or communications (in any medium whatsoever, including digital media and
e-mails) that are provided or created as part of the Services, without the prior written approval of
both R&T and the City, which may grant or deny their approval in their sole and absolute
discretion.
7. R&T can terminate this Agreement at any time with written notification to
Financial Consultant. R&T shall remain obligated to ensure the City will compensate Financial
Consultant for the Services rendered up to the date of termination.
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8. Notices or communications shall be sent as follows:
To Financial Consultant:
To R&T:
[Address in Preamble]
Attn: Kevin Engstrom
E-mail: kengstrom@keysermarston.com
Office Phone: (714) 526-0444
Rutan & Tucker, LLP
18575 Jamboree Road, 9th Floor
Irvine, CA 92612
Attn: Bill Ihrke, Partner
bihrke@rutan.com
Office Phone: (714) 641-5100
9. This Agreement may only be amended in writing by the mutual agreement of the
parties.
FINANCIAL CONSULTANT R&T
KEYSER MARSTON ASSOCIATES
By:
Kevin Engstrom, Senior Principal
RUTAN & TUCKER, LLP
By: LtiteA:.4 Zi—.---
William H. Ihrke, Partner
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EXHIBIT "A"
RATES for SERVICES
[attached]
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KEYSER MARSTON ASSOCIATES, INC.
PUBLIC SECTOR HOURLY RATES
2024/2025
CHAIRMAN, PRESIDENT, MANAGING PRINCIPALS* $305.00
SENIOR PRINCIPALS* $295.00
PRINCIPALS* $275.00
MANAGERS* $245.00
SENIOR ASSOCIATES $205.00
ASSOCIATES $185.00
SENIOR ANALYSTS $170.00
ANALYSTS $145.00
TECHNICAL STAFF $105.00
ADMINISTRATIVE STAFF $90.00
Directly related job expenses not included in the above rates are: auto mileage, parking, air
fares, hotels and motels, meals, car rentals, taxies, telephone calls, delivery, electronic data
processing, graphics and printing. Directly related job expenses will be billed at 110% of cost.
Monthly billings for staff time and expenses incurred during the period will be payable within
thirty (30) days of invoice date.
* Rates for individuals in these categories will be increased by 50% for time spent in court
testimony.
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