HomeMy WebLinkAboutContracts & Agreements_185-2015_CCv0001.pdf O STRADLING YOCCA CARLSON&RAUTH,P.C. NEWPORT BEACH SAN FRANCISCO
Kft Stradil ff Z 660 NEWPORT CENTER DRIVE,SUITE 1600 949.725.4000 415.2832240
NEWPORT BEACH,CA 92660
Attorneys at Law SYCR.COM SAN FRANCISCO-SOMA SANTA BARBARA
415.321.6D20 805,730.6800
SAN DIEGO SANTA MONICA
DOUGLAS S.BROWN 850.926.300 424.214.7000
949.500.0855
OBROWNQSYCR.COM RENO DENVER
775,393.1950 720.616.6974
TERMS OF RETENTION
OF
STRADLING YOCCA CARLSON &RAUTH
1. Fees and Costs. While Stradling Yocca Carlson & Rautb (the "Firm") is geneirally
compensated for its services based on the value of the services and the time spent performing them,
our services as bond counsel and disclosure counsel ofn the proposed refunding of the
outstanding former redevelopment agency tax allocation bonds will be governed by the fixed
fee and the cap on expenses set forth in Exhibit A. Such fee and expenses will be payable
contingent upon successful completion of the refinancing,from the proceeds of the refinancing.
2. Termination by Us. We reserve the absolute right to withdraw from representing
you if, among other things, you fail to honor the terms of our agreement,you fail to cooperate fully
or follow our advice on a material matter,or any fact or circumstance occurs that would,in our view,
render our continuing representation unlawful or unethical. 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.
3. Termination by Issuer. We understand that we serve at the pleasure of the Issuer
and this Terms of Retention may be terminated by the Issuer at any time, upon 10 days written
notification with or without cause.
4. Date of Termination. Our representation of you will be considered terminated at the
earlier of(i)your termination of our representation, or (ii)our withdrawal from our representation of
you.
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 of you 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 of you has ended.
6. No Guarantee of Outcome. The Finn will provide its services consistent with the
level and quality of expertise expected of a nationally recognized firm specializing in securities law
and the transactions contemplated by this Terms of Service. We do not and cannot guarantee any
outcome in a matter.
D OCSOC/1720114v2/029999-0000
Terms of Retention
September 15,2015
Page 2 of 4
7. Insurance. We hereby advise you that this firm maintains professional errors and
omissions insurance coverage applicable to the services to be rendered to you. Evidence of such
insurance will be provided upon request.
8. Client. This firm's client for the purpose of our representation is only the person or
entity identified in the letter accompanying these Terms of Retention. Unless expressly agreed, we
are not undertaking the representation of 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. Notices. All notices and invoices, reports or other communication to the parties will
be properly given if delivered in person or sent by first class mail, or overnight delivery and
addressed as follows:
Stradling Yocca Carlson &Rauth,P.C: Issuer:
Douglas S.Brown Finance Director
Stradling Yocca Carlson&Rauth, P.C. c/o City of Redlands
660 Newport Center Drive, Suite 1600 35 Cajon Street
Newport Beach, CA 92660 Redlands,CA 92372
Phone: (949) 500-0855 Phone: (909)798-7543
10. Pa meat Notwithstanding Dis ute. 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.
11. Primary Attorney. The primary attorney with responsibility for this representation
will be Douglas S. Brown. The parties agree that the Firm is being retained based on the unique
skill, experience, and expertise of Mr. Brown and no change will be made in the primary attorney
without the prior,written consent of the Issuer. The Firm will not substitute another primary attorney
without the prior,reasonable, approval of the Issuer.
DOC SOC/1720114v2/029999-0000
Terms of Retention
September 15,2015
Page 3 of 4
IN WITNESS WHEREOF, duly authorized representatives of the Issuer and Firm have
signed in confirmation of these Terms of Retention.
SUCCESSOR AGENCY TO THE FORMER STRADLING YOCCA CARLSON &RAUTH
REDEVELOPMENT AGENCY OF THE CITY
OF REDLANDS
B By: s
ul W. Foster, Chairman as Brown
Attest:
/,
Sam Irwin, ecretary
DOC SOC/1720114v2/029999-0000
EXHIBIT A
FEE ARRANGEMENT
In accordance with our proposal dated August 6, 2015, including the fee proposal submitted
in connection therewith (the "Proposal"), we have agreed to provide bond counsel and disclosure
counsel services as described therein for a fixed fee of$65,000, plus actual out-of-pocket expenses
not to exceed $5,000. Such fee and expenses will be payable only upon completion of the proposed
refinancing,from the proceeds of the refinancing.
Any additional services specifically requested of the Firm outside of the scope of services
described in the Proposal would be charged at the hourly rates set.forth in the Proposal. No such
additional services would be undertaken without written authorization from the successor agency.
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