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ATTORNEY WORK PRODUCT <br />PRIVILEGED & CONFIDENTIAL <br /> <br />Proprietary Information & Exclusivity Agreement between City of San Leandro and Last revised 01/12/2026 <br />Reclaim Lost Assets, LLC for approximately $2.2 M in the form of an uncashed check Page 3 of 12 <br /> <br />The City shall not disclose any such information to any person or entity, except to the limited extent <br />necessary for the following circumstances: <br /> <br />a. City’s approval of this Agreement (“EA”); and <br /> <br />b. City Council’s approval of the subsequent SA (Exhibit B) and LPOA (Exhibit C) once the Parties <br />fully execute the EA; and <br /> <br />c. Audits & Compliance with the California Public Records Act (“CPRA”). As a government <br />municipality, the City is subject to the CPRA (Gov. Code, § 6250 et seq.) Therefore, the City needs <br />to cooperate with audits from representatives of the State of California or the United States <br />Government (including, without limitation, the California State Auditor and the State Controller’s <br />Office). The City will inform RLA of any such audits or CPRA requests. If the City withholds the <br />proprietary information at RLA’s request, RLA will indemnify and defend the City pursuant to <br />Exhibit A in any lawsuit under the CPRA that arises from such withholding of proprietary <br />information. <br /> <br />The City agrees that its approval of this Agreement constitutes advance authorization for RLA to have the <br />exclusive right to contract and perform with the City regarding the recovery of these Assets and enforce the <br />services outlined in the SA and LPOA on behalf of the City. <br /> <br />Concurrently with the SA, the City shall execute the LPOA authorizing RLA to pursue, recover, and obtain <br />the Assets on the City ’s behalf. RLA understands and accepts that the SA and LPOA require City Council <br />approval in order to proceed. In the event, that the City Council does not approve the SA and LPOA, the <br />City forfeits the right to pursue asset recovery with the proprietary information provided in Schedule A <br />pursuant to Sections 3 and 4 of this Agreement. The City shall maintain the proprietary information <br />confidential for the Term of this Agreement; however, the City does not owe RLA the ten percent (10%) fee <br />or any compensation if the City Council does not approve the SA and/or LPOA. <br /> <br />5. Compensation if City Uses RLA Information <br /> <br />If the City, directly or indirectly, recovers any portion of the Assets described in Schedule A, whether or not <br />RLA performs the recovery work, then: <br /> <br />a. RLA shall be entitled to ten percent (10%) of the gross amount recovered; and <br /> <br />b. The City shall treat such ten percent (10%) amount as trust property held for the benefit of RLA <br />and shall remit such amount to RLA as provided in Section 7; and <br /> <br />c. This obligation applies regardless of whether the City uses RLA ’s materials, reports, disclosures, <br />or information to effect recovery of the Assets. <br /> <br />6. Contractual Lien <br /> <br />For the Assets covered by this Agreement, the City grants RLA a contractual lien on ten percent (10%) of <br />the total confirmed value of the Assets, which lien: <br /> <br />a. attaches immediately to the City’s right to receive payment of the total confirmed gross value of the <br />Assets, and then to the Assets upon receipt by the City; and <br /> <br />Docusign Envelope ID: 65A9B401-774B-4957-AE8F-558B39C8D761