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Stradling Yocca Carlson & Rauth - SRR Bonds (SA) 16Stradling Attorneys at Law CAROL L. LEW 949.725.4237 CLEW@SYCR.COM STRADLING YOCCA CARLSON & RAUTH, P.C. 660 NEWPORT CENTER DRIVE, SUITE 1600 NEWPORT BEACH, CA 92660-6422 SYCR.COM November 22, 2016 Mr. Frank Spevacek City Manager of the City of La Quinta Successor Agency to the La Quinta Redevelopment Agency 78-495 Calle Tampico La Quinta, CA 92253-1504 Dear Mr. Spevacek: CALIFORNIA NEWPORT BEACH SACRAMENTO SAN DIEGO SAN FRANCISCO SANTA BARBARA SANTA MONICA COLORADO DENVER NEVADA RENO WASHINGTON SEATTLE We understand that the Successor Agency to the La Quinta Redevelopment Agency (the "Agency") has requested advice (the "Advice") with respect to the use of proceeds, including with respect to the Silver Rock Resort golf course project, of tax-exempt bonds (the "Bonds"), with respect to the restrictions under the Internal Revenue Code pertaining to the Bonds. By this agreement, Stradling Yocca Carlson & Rauth ("Stradling") is agreeing to represent the Agency, and to provide the Advice. To facilitate the undertaking of such Advice, the Agency agrees to abide by the terms of this agreement. We are attaching the Terms of Retention, which is an integral part of our retention agreement. Stradling will review relevant information in connection with the Advice and provide legal assistance. Fees for representation with respect to the Advice will be billed at our standard hourly rates ($575.00 for Carol L. Lew), and will be billed directly to you, as described in the attached Terms of Retention. If this letter, including the attached Terms of Retention, accurately reflects your understanding of our relationship, please acknowledge your approval and acceptance of these terms DOCSOC/ 1789481 vl/200506-0000 November 22, 2016 Page Two by signing and returning this letter to me. Copies of each are enclosed for your files. I would be pleased to answer any questions you might have. By signing this agreement, and as further set forth in the attached Terms of Retention, we are agreeing to binding arbitration of disputes, whether as to fees, quality of services rendered, or otherwise, arising hereunder and are giving up the right to a jury or court trial, or to proceed under the arbitration provisions of the State Bar Act, California Business and Professions Code §§ 6200, et seq. If you so desire, we encourage you to have this agreement reviewed before execution by independent counsel acting on your behalf. Should you elect to have any fee dispute arbitrated pursuant to nonbinding arbitration under statutory or case law, then such nonbinding arbitration shall determine only the issue of the amount of fees properly chargeable to you. Any other claims or disputes between us, including claims for professional negligence, shall remain subject to binding arbitration pursuant to this agreement. Very truly yours, STRADLING 1-arol CLL:nc DOCSOC/ 1789481 M/200506-0000 CARLSON & RAUTH November 22, 2016 Page Three The undersigned hereby agrees that the terms and conditions in this letter and the accompanying Terms of Retention shall apply to services rendered by Stradling Yocca Carlson & Rauth. SUCCESSOR AGENCY TO THE LA QUINTA REDEVELOPMENT AGENCY Digitally signed by FrankJ. Spevacek DN: serialNumber=98z17znOv50w4d3x, r --US, st=California,Ida Quinta, o=Fmnkl. Spevacek —Frank -I. Spevacek Dated: By: Date: 2016.11.2910:19:32-08'00' DOCSOC/17894810/200506-0000 TERMS OF RETENTION OF STRADLING YOCCA CARLSON & RAUTH 1. Fees and Costs. Stradling Yocca Carlson & Rauth ("Stradling") is compensated for its services based primarily on the value of the services and the time spent performing them. Stradling will account for its legal services rendered with respect to the Advice for the Bonds as follows. The Agency will be directly billed by Stradling, for fees based on our standard hourly rate ($575.00 for Carol L. Lew) and the amount of time spent with respect to the Advice. This includes the time spent on conferences, court appearances, depositions, travel, research, drafting documents, and other activities. The amount of fees charged on a statement is determined by the hours expended by the different attorneys and other professional personnel involved and the applicable rates. The firm also charges for various costs such as copying, telephone charges, computerized legal research, word processing and/or other computer time, overtime costs, messenger services, travel, filing fees and other costs, if needed. Bills for some costs are passed on directly, such as bills for certified shorthand reporters, technical consultants, and other professional fees. Bills for services and expenses will be sent monthly directly to the Agency who will be responsible for payment. Payment is due within thirty days of the date of each fee and costs statement. Overdue statements will be charged interest of 10% per annum, compounded annually. If you wish to question any charge, you have agreed to do so within ten days of the statement date. Please contact the partner in charge of your matters if you have any questions about any of your bills. 2. Estimates Not Binding. Although we may furnish estimates of fees or costs that we anticipate will be incurred, these estimates are not intended to be binding, are subject to unforeseen circumstances, and are by their nature inexact. 3. Termination by Us. We reserve the absolute right to withdraw from representing the Agency. If we elect to withdraw, you will take all steps necessary to free us of any obligation to perform further services, including the execution of any documents necessary to complete our withdrawal, and we will be entitled to be paid at the time of withdrawal for all services rendered and costs and expenses paid or incurred on your behalf. If necessary in connection with litigation, we would request leave of court to withdraw. 4. Date of Termination. Our representation of the Agency will be considered terminated at the earlier of (i) its termination of our representation, (ii) our withdrawal from our representation of the Agency, or (iii) the substantial completion of our substantive work. DOCSOC/178948ly 1 /200506-0000 STRADLING YOCCA CARLSON & RAUTH, P.C. CALIFORNIA 660 NEWPORT CENTER DRIVE, SUITE 1600 NEWPORT BEACH NEWPORT BEACH, CA 92660-6422 SACRAMENTO SYCR.COM SAN DIEGO SAN FRANCISCO SANTA BARBARA SANTA MONICA CAROL L.LEW COLORADO 949,725.4237 DENVER CLEW@SYCR.COM NEVADA RENO WASHINGTON SEATTLE TERMS OF RETENTION OF STRADLING YOCCA CARLSON & RAUTH 1. Fees and Costs. Stradling Yocca Carlson & Rauth ("Stradling") is compensated for its services based primarily on the value of the services and the time spent performing them. Stradling will account for its legal services rendered with respect to the Advice for the Bonds as follows. The Agency will be directly billed by Stradling, for fees based on our standard hourly rate ($575.00 for Carol L. Lew) and the amount of time spent with respect to the Advice. This includes the time spent on conferences, court appearances, depositions, travel, research, drafting documents, and other activities. The amount of fees charged on a statement is determined by the hours expended by the different attorneys and other professional personnel involved and the applicable rates. The firm also charges for various costs such as copying, telephone charges, computerized legal research, word processing and/or other computer time, overtime costs, messenger services, travel, filing fees and other costs, if needed. Bills for some costs are passed on directly, such as bills for certified shorthand reporters, technical consultants, and other professional fees. Bills for services and expenses will be sent monthly directly to the Agency who will be responsible for payment. Payment is due within thirty days of the date of each fee and costs statement. Overdue statements will be charged interest of 10% per annum, compounded annually. If you wish to question any charge, you have agreed to do so within ten days of the statement date. Please contact the partner in charge of your matters if you have any questions about any of your bills. 2. Estimates Not Binding. Although we may furnish estimates of fees or costs that we anticipate will be incurred, these estimates are not intended to be binding, are subject to unforeseen circumstances, and are by their nature inexact. 3. Termination by Us. We reserve the absolute right to withdraw from representing the Agency. If we elect to withdraw, you will take all steps necessary to free us of any obligation to perform further services, including the execution of any documents necessary to complete our withdrawal, and we will be entitled to be paid at the time of withdrawal for all services rendered and costs and expenses paid or incurred on your behalf. If necessary in connection with litigation, we would request leave of court to withdraw. 4. Date of Termination. Our representation of the Agency will be considered terminated at the earlier of (i) its termination of our representation, (ii) our withdrawal from our representation of the Agency, or (iii) the substantial completion of our substantive work. DOCSOC/178948ly 1 /200506-0000 Page Two 5. Related Activities. If any claim or action is brought against us or any personnel or agents of the firm based on your negligence or misconduct, or if we are asked to testify as a result of our representation or must defend the confidentiality of your communications in any proceeding, you agree to pay us for any resulting fees, costs, or damages, including our time, even if our representation has ended. No Guarantee of Outcome. We do not and cannot guarantee any outcome in a matter. 7. Insurance. In accordance with the requirements of California Business and Professions Code § 6148, we advise you that this firm maintains professional errors and omissions insurance coverage applicable to the services to be rendered. 8. Client. This firm's client for the purpose of our representation is the Agency. Unless expressly agreed, we are not undertaking the representation of any district borrower, any related or affiliated person or entity, nor any parent, brother -sister, subsidiary, or affiliated corporation or entity, nor any of your or their officers, directors, agents, or employees. 9. Payment Notwithstanding Dispute. In the event of any dispute that relates to our entitlement to any payment from you, all undisputed amounts shall be paid by you. Any amounts in any client trust account held on your behalf, sufficient to pay the disputed amounts, shall continue to be held in such trust account until the final disposition of the dispute. 10. Arbitration. IN THE EVENT OF A DISPUTE REGARDING FEES, COSTS, OR ANY OTHER MATTER ARISING OUT OF OR RELATED IN ANY WAY WHATSOEVER TO OUR RELATIONSHIP WITH YOU, OR YOUR OR OUR PERFORMANCE OF THIS AGREEMENT, INCLUDING THE QUALITY OF THE SERVICES WHICH WE RENDER, THE DISPUTE SHALL BE DETERMINED, SETTLED AND RESOLVED BY CONFIDENTIAL ARBITRATION IN ORANGE COUNTY, CALIFORNIA. ANY AWARD SHALL BE FINAL, BINDING AND CONCLUSIVE UPON THE PARTIES, AND A JUDGMENT RENDERED THEREON MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. SHOULD YOU ELECT TO HAVE ANY FEE DISPUTE ARBITRATED PURSUANT TO NONBINDING ARBITRATION UNDER STATUTORY OR CASE LAW, THEN SUCH NONBINDING ARBITRATION SHALL DETERMINE ONLY THE ISSUE OF THE AMOUNT OF FEES PROPERLY CHARGEABLE TO YOU. ANY OTHER CLAIMS OR DISPUTES BETWEEN US, INCLUDING CLAIMS FOR PROFESSIONAL NEGLIGENCE, SHALL REMAIN SUBJECT TO BINDING ARBITRATION PURSUANT TO THIS AGREEMENT. Arbitration may be demanded by the sending of written notice to the other party. If arbitration is demanded, within 20 days of the demand you shall present a list of five qualified individuals who would be willing to serve that you would find acceptable to act as arbitrator. To serve as arbitrator, the individual must be a retired judge having served on any federal court or the California Superior Court or higher court in the State of California. Within 20 days of receiving your list, we may at our sole discretion (i) select any individual from that list and that individual shall serve as the arbitrator, or (ii) propose our own list of five individuals for arbitrator. If we choose to present a separate list, you may within 20 days select any individual from that list and that person shall serve as arbitrator. If no arbitrator can be agreed upon at the end of this process, each of us DOCSOC/1789481v1/200506-0000 Page Three shall select one individual from our own respective list and those two persons shall jointly select the arbitrator. The arbitration shall be conducted pursuant to the procedures set forth in the California Code of Civil Procedure §§ 1280 et seq., and in that connection you and we agree that § 1283.05 thereof is applicable to any such arbitration. Nothing herein shall limit the right of the parties to stipulate and agree to conduct the arbitration pursuant to the then -current rules of the American Arbitration Association, the Judicial Arbitration & Mediation Services, or any other agreed-upon arbitration services provider. 11. Primary Attorney. The primary attorney with responsibility for this representation is Carol L. Lew. DOCSOC/1789481 v 1/200506-0000