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ATTORNEY WORK PRODUCT
<br />PRIVILEGED & CONFIDENTIAL
<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 4 of 12
<br />b.continues until the ten percent (10%) payment is made to RLA.
<br />7.Trust Obligation; Payment Procedure
<br />Upon the City’s receipt of Assets described in Schedule A:
<br />a.The City shall treat ten percent (10%) of the recovered amount as trust funds held for the benefit of
<br />RLA.
<br />b.The City shall remit such funds to RLA within thirty (30) business days after RLA submits to City a
<br />final invoice for completion of services performed (or payment otherwise due under Sect ion 5, if
<br />applicable) and only after City receives the full amount in payment/deposit of the Assets from the
<br />third party remitting such Assets to City. The ten (10%) payment to RLA shall be by wire transfer or
<br />certified bank check to an account designated by RLA located within the State of New York.
<br />8.Forfeiture
<br />At any point, and surviving the Term of this Agreement, even after performance of this Agreement, the SA,
<br />and LPOA is completed, if any Assets under this Agreement are subsequently determined by a court,
<br />regulatory agency, or lawful claimant to be invalid, fraudulent, misappropriated, illegal, or otherwise subject
<br />to return, clawback, or forfeiture, or if any of the representations and warranties list ed in Section 9 are
<br />implicated, this Agreement, and subsequent SA and LPOA, shall be deemed null and void in its entirety as
<br />to the City’s obligations to RLA. Furthermore, RLA will not be entitled to ten percent (10%) of the total
<br />confirmed gross value of the Assets, or any compensation, and shall promptly refund to the City any
<br />compensation made, together with interest at the legal rate, under this Agreement, SA, and LPOA.
<br />9.Warranties
<br />In the event any of the following representations or warranties are incorrect, and such incorrect
<br />representations or warranties prevent RLA or the City from r ecovering the Assets, RLA shall indemnify and
<br />hold harmless the City from any and all related third-party claims, losses, obligations, costs (including
<br />attorneys’ fees) pursuant to Exhibit A (Indemnification), and shall forfeit any right to compensation. All
<br />representations and warranties made by RLA, whether expressed or implied, are based upon those made
<br />to RLA by the third-party holder of the Assets. The City understands and acknowledges that RLA has relied
<br />upon any such representations and warranties in negotiating this Agreement, the SA, and the LPOA, and
<br />further that RLA is only privy to those facts, representations, and warranties disclosed and made by the
<br />holder of the Assets to RLA. RLA represents and warrants the following:
<br />a.Validity. The Assets (including the uncashed check and any rights thereto) are valid, enforceable,
<br />and legitimately payable to the City; and
<br />b.Due Diligence Performed. Based on RLA’s reasonable investigation and documentation
<br />delivered to the City in the manner and according to the standards observed by a competent
<br />practitioner of the profession in which RLA is engaged and in the geographical areas, including
<br />California, in which RLA practices its profession, and/or upon further verification to be performed
<br />with the execution of this Agreement, RLA confirms that the Assets are not the result of fraud, theft,
<br />mis-appropriation, embezzlement, or other criminal or illicit conduct; and
<br />Docusign Envelope ID: 65A9B401-774B-4957-AE8F-558B39C8D761
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