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ORIGINAL
CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION
From: JOHN F. WILSON
Senior Ass!. City Attorney
Subject: Resolutions ofthe Mayor and Common Council
and of the Community Development Commission'ofthe
City of San Bernardino for Authorization to Execute an
Agreement for Reimbursement by the Economic
Development Agency for Legal Services provided to the
City by the City Attorney on Economic Development
Agency issues.
Dept: CITY ATTORNEY
Date: March 11,2009
MCC Meeting: March 16,2009
Synopsis of Previous Council Action:
Recommended motion:
(Mayor Common Council)
Resolution ofthe Mayor and Common Council of the City of San Bernardino Authorizing the Mayor
to Execute an Agreement for Reimbursement by the Economic Development Agency for Legal
Services Provided to the City by the City Attorney on Economic Development Agency Issues.
(Community Development Commission)
Resolution ofthe Community Development Commission of the City of San Bernardino Authorizing
the Chairperson to Execute an Agreement for Reimbursement by the Economic Development
Agency for Legal Services Provided to the City by the City Attorney on Redevelopment Issues.
Contact person: John F. Wilson. Senior Ass!. City Attornev Phone: 5355
Supporting data attached: Staff Report
Ward:
All
FUNDING REQUIREMENTS: Amount:
Source:
Finance:
Council Notes: ,
-;;;];SDLUnP71S- ZO()q- 57 i ~f)t11 ZCJ{Y'i' -1
Agenda Item No. q
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F:\WILSON\EDA\RCA re Service Agreement with EDA 3-16-09.wpd
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STAFF REPORT
Council Meeting Date: March 16,2009
TO: Mayor and Common Council
FROM: John F. Wilson, Senior Asst. City Attorney
DATE: March 11,2009
AGENDA ITEM: Resolutions of the Mayor and Common Council and of the Community
Development Commission of the City of San Bernardino for Authorization to
Execute an Agreement for Reimbursement by the Economic Development
Agency for Legal Services provided to the City by the City Attorney on
Economic Development Agency issues.
SUBJECT:
Resolutions of the Mayor and Common Council and of the Community Development Commission
of the City of San Bernardino for Authorization to Execute an Agreement for Reimbursement by the
Economic Development Agency for Legal Services provided to the City by the City Attorney on Economic
Development Agency issues.
BACKGROUND:
As a consequence ofthe redevelopment law, the Mayor and Common Council are regularly
required to take actions in advancement of ED A projects. EDA projects require the same review and
processing by the Development Services Department and the other departments ofthe City as for any
other development project. Pursuant to the above, the departments of the City, including the City
Attorney's office incur costs which should be reimbursed for the value ofthe services provided. The
proposed Resolution will authorize reimbursement from the Economic Development Agency for
such services as are provided to the City by the office of the City Attorney on Economic
Development Agency issues.
FINANCIAL IMPACT:
Approximate increase of$115,975.79 to general fund for FY 08/09.
RECOMMENDATION:
Adopt the Resolution
F:\WILSON\EDA\STAFF REPORTattomey services with EDA 3-16-09.wpd
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CCQ)~lrl
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RESOLUTION NO.
2
RESOLUTION OF THE MAYOR MID COMMON COUNCIL OF THE CITY OF
3 SAN BERNARDINO AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT FOR
REIMBURSEMENT BY THE ECONOMIC DEVELOPMENT AGENCY FOR LEGAL
4 SERVICES PROVIDED TO THE CITY BY THE CITY ATTORNEY ON ECONOMIC
DEVELOPMENT AGENCY ISSUES.
5
BE IT RESOLVED BY THE MA YOR AND COMMON COUNCIL OF THE CITY OF
6 SAN BER,1\lARDINO AS FOLLOWS:
7
SECTION 1. The Mayor is hereby authorized and directed to execute an Agreement with
8
the Community Development Commission for reimbursement by the Economic Development Agency
for legal services provided to the City by the City Attorney on Economic Development Agency issues.
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A copy of said Agreement is attached hereto as Exhibit "A."
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SECTION 2. The authorization to execute the above-referenced Agreement is rescinded
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if the parties to the Agreement fail to execute it within the sixty (60) days of the passage of this
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Resolution.
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F:\WILSOl\:\EDA\ResQ re Service Agreement with EDA 3-16-09.wpd
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1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
BERNARDINO AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT FOR
2 REIMBURSEMENT BY THE ECONOMIC DEVELOPMENT AGENCY FOR LEGAL
SERVICES PROVIDED TO THE CITY BY THE CITY ATTORNEY ON ECONOMIC
3 DEVELOPMENT AGENCY ISSUES.
4
5
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and
6 Common Council of the City of San Bernardino at a
meeting thereof, held on the
7
day of
,2009, by the following vote, to wit:
8
9
COUNCIL MEMBERS:
ESTR!\DA
AYES
NAYS
ABSTAIN ABSENT
10
BAXTER
11
BRINKER
12
VACANT
13
KELLEY
14
JOHNSON
15
MC CAMMACK
16
17
Rachel Clark, City Clerk
18
19
The foregoing Resolution is hereby approved this _ day of
,2009.
20
21
PATRJCK 1. MORRJS, Mayor
City of San Bernardino
22
23
Approved as to form:
24
JAMES F. PENMAN
25 City Attorney
26
L Jv/~
27 (/
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F:\WILSO!\'\EDA\Reso re Service Agreement with EDA 3-16-09.v"pd
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AGREEMENT
THIS AGREEMENT ("Agreement") is made and entered this_ day of ,2009,
("Effective Date") by and between the Community Development Commission of the City of San
Bernardino ("Commission"), on behalf of the Economic Development Agency of the City of San
Bernardino, a public agency of the State of California, hereinafter referred to as the "Agency", and
the City of San Bernardino, a charter city, hereinafter referred to as "City" (sometimes jointly
referred to herein as the "Parties").
The Parties do hereby agree:
I. Recitals.
(a) In support of the projects of the Agency, the City needs full-time attorney
servIce.
1. To render legal advice, assist in drafting documents, provide review and
revision of documents, agreements and resolutions, and participate in negotiations with developers
and others processing redevelopment and other projects through the Development Services
Department and other City departments; and
2. To render legal advice, assist in drafting documents, provide review and
revision of documents, agreements and resolutions, and participate in negotiations with developers
and others processing projects through the Development Services Department and other City
Departments which require approval of the Commission and parallel and independent approval by
the Mayor and Common Councilor the commissions of the City.
(b) City shall, through its City Attorney, receive the above described set of
attorney services.
The Parties, in consideration of the benefits hereby received, each from the other, agree as
follows:
2. Implementation.
(a) Services. The City Attorney shall provide legal advice, assist in drafting
documents, provide review and revision of documents, agreements and resolutions, and participate
in negotiations with developers and others toward moving Agency projects through the
EXHIBIT "A"
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Development Services Department and with respect to Agency projects which require approval of
the Commission and parallel and independent approval by the Mayor and Common Councilor the
other departments or commissions of the City.
3
4
(b)
Data to be Furnished City. The following data will be furnished by Agency
5 at the time work assignments covered by this contract are made to the City: All records and
6 information pertaining to legal requirements of the Agency, including any back-up materials,
7 applicable regulations, correspondence, preliminary drafts of agreements, if any, and any other
8 materials relating to the project in the possession of the Agency.
9
(c)
Time of Performance. The services of the City Attorney's office under this
10 agreement are to commence as of July I, 2008, and shall be undertaken and completed in such
12
sequence as to assure their expeditious completion in light of the purpose of this agreement. This
agreement shall be in effect until June 30, 2009, and thereafter shall continue for consecutive periods
of 5 years unless sooner terminated by the action of either Agency or City as herein provided.
II
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(d)
Compensation.
(I)
Attornev Services. Agency will reimburse City for legal costs
16 incurred by City in its parallel processes and duties related to redevelopment matters.
17 Reimbursement shall be paid at the then current rate, inclusive of benefits, for the positions of
18 Senior Assistant City Attorney, Legal Secretary II, and City Attorney Investigator.
19 The Agency shall reimburse the City for any out-of-pocket expenses incurred'as a result of
20 services provided hereunder, such as outside secretarial costs, special copy costs, costs of documents,
21 costs of mailing, etc., in the amount paid or required to be paid by the City.
22 Agency shall also pay for training and conferences and related travel and lodging for assigned
23 members of the City Attorney's staff which directly relate to redevelopment law.
24 (2) Pavment of Attornevs Fees and Costs.
25 The Office of the City Attorney shall prepare a billing rate summary that includes each
26 attorney in the Office of the City Attorney who will be providing legal services to the Agency
27 pursuant to this Agreement. All City Attorney Invoices will be based upon such billing rate
28 summary as may be amended from time-to-time by the Office of the City Attorney. Within thirty
2
EXHIBIT "A"
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IS
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(30) calendar days from and after the receipt by the Agency of each City Attorney Invoice, the
Agency shall pay to the City the City Attorney Reimbursement Costs as itemized and provided for
on each City Attorney Invoice. Should the City Attorney Invoice and/or the City Attorney
Reimbursement Costs, or any thereof, be unacceptable to the Agency, the Agency shall promptly
notify the City in writing and shall explain the reasons for the rejection or disapproval of the City
Attorney Invoice and/or of the City Attorney Reimbursement Costs, of any portion thereof (the
"Agency Disapproval Letter"). Upon the receipt by the City from the Agency of the Agency
Disapproval Letter, the Executive Director ofthe Agency and the City Manger on behalf of the City
shall exercise their best efforts to immediately resolve the dispute regarding the City Attorney
Invoice and/or the City Attorney Reimbursement Costs, or any portion thereof.
(3) Extraordinary Services. Agency will pay City for the actual cost of
any extraordinary services provided by the City Attorney. Such services shall include, but shall not
be limited to, services of the City Attorney Investigator, etc.
(4) Litigation and Apoeals. Agency will pay City for the cost oflitigation
where Agency is either plaintiff, defendant, petitioner, respondent, appellant, or the subject of an
administrative action, in the amount of an additional sixty percent (60%) premium on all rates set
forth in (d)(l) above. The Agency shall reimburse the City for any out-of-pocket expenses incurred
as a result of such litigation or appeal, such as filing costs, deposition costs, outside secretarial costs,
special copy costs, costs of discovery, etc., in the amount paid or required to be paid by the City.
(e) Terms and Conditions. This agreement is subject to and incorporates the
provisions of any and all federal regulations concerning the provision oflegal services to Agency.
(I) Conflict oflnterest. In the event an actual conflict of interest results from
providing litigation services to both Agency and City, the City Attorney shall disqualify himself and
his office from representation of Agency, and Agency shall retain outside counsel. Agency hereby
3
EXHIBIT "A"
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waives any claim that the City Attorney should generally disqualify himself from representing City,
and hereby consents to any such representation of City.
(g) Termination, This agreement may be terminated by either Agency or City
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upon thirty days' written notice to the other. Except as otherwise provided herein, this Agreement
shall not be modified except upon written agreement of the Parties,
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F: \WILSON\EDA \EDA.Service .AgreementfinaI2. wpd 4
IN WITNESS WHEREOF, the parties have executed this agreement, on the day and date first
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above shown.
ATTEST:
By
Approved as to form:
AGENCY COUNSEL
BYV~
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ATTEST:
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City Clerk
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19 JAMES F. PENMAN
20 City Attorney
Approved as to form:
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F :\WILSON\EDA \EDA. Service .Agreementfinall. wpd 5
ECONOMIC DEVELOPMENT AGENCY
OF THE CITY OF SAN BERNARDINO
By
CITY OF SAN BERNARDINO.
By
Patrick J. Morris, Mayor
RESOLUTION NO.
CC(Q)~1f
2
3 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE
CITY OF SAN BER."lARDINO AUTHORIZING THE CHAIR.PERSON TO EXECUTE AN
4 AGREEMENT FOR REIMBURSEMENT BY THE ECONOMIC DEVELOPMENT AGENCY
FOR LEGAL SERVICES PROVIDED TO THE CITY BY THE CITY ATTORNEY ON
5 REDEVELOPMENT ISSUES.
6 BE IT RESOLVED BY THE COMMUNITY DEVELOPMENT COMMISSION OF THE
CITY OF SAN BERNARDINO AS FOLLOWS:
7
8 SECTION 1. The Chairperson is hereby authorized and directed to execute an Agreement
9 with the City of San Bernardino for the reimbursement by the Commission and the Economic
10 Development Agency for legal services provided to the City by the City Attorney on Economic
11 Development Agency issues. A copy of said Agreement is attached hereto as Exhibit "A."
12 SECTION 2. The authorization to execute the above-referenced Agreement is rescinded
13 if the parties to the Agreement fail to execute it within the sixty (60) days of the passage of this
14 Resolution.
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F:\WILSON\EDA\EDA Reso re Service Agreement with City 3-16-09,"'ipd
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1 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF
SAN BERNARDINO AUTHORIZING THE CHAIRPERSON TO EXECUTE AN
2 AGREEMENT FOR REIMBURSEMENT BY THE ECONOMIC DEVELOPMENT AGENCY
FOR LEGAL SERVICES PROVIDED TO THE CITY BY THE CITY ATTORNEY ON
3 REDEVELOPMENT ISSUES.
4
5
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community
6 Development Commission of the City of San Bernardino at a
meeting thereof, held
7 on the day of
8
COUNCIL MEMBERS: AYES
9
ESTRADA
10
BAXTER
11
BRINKER
12
VACANT
13
KELLEY
14
JOHNSON
15
MC CAMMACK
16
17
18
, 2009, by the following vote, to wit:
NAYS
ABSTAIN ABSENT
Secretary
2.9
The foregoing Resolution is hereby approved this _ day of
,2009.
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P A TRlCK J. MORRlS, Chairperson
Community Development Commission
of the City of San Bernardino'
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:~w~~
Age ounsel
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F:\WILSON\EDA\EDA Reso re Service Agreement with City 3-16-09,v.:pd
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t(Q)~Y
AGREEMENT
2 THIS AGREEMENT ("Agreement") is made and entered this_ day of ,2009,
3 ("Effective Date") by and between the Community Development Commission of the City of San
4 Bernardino ("Commission"), on behalf of the Economic Development Agency of the City of San
5 Bernardino, a public agency of the State of California, hereinafter referred to as the" Agency", and
6 the City of San Bernardino, a charter city, hereinafter referred to as "City" (sometimes jointly
7 referred to herein as the "Parties").
8 The Parties do hereby agree:
9 I. Recitals.
10 (a) In support of the projects of the Agency, the City needs full-time attorney
II servIce.
12 I. To render legal advice, assist in drafting documents, provide review and
13 revision of documents, agreements and resolutions, and participate in negotiations with developers
14 and others processing redevelopment and other projects through the Development Services
15 Department and other City departments; and
16 2. To render legal advice, assist in drafting documents, provide review and
17 revision of documents, agreements and resolutions, and participate in negotiations with developers
18 and others processing projects through the Development Services Department and other City
19 Departments which require approval of the Commission and parallel and independent approval by
20 the Mayor and Common Councilor the commissions of the City.
21 (b) City shall, through its City Attorney, receive the above described set of
22 attorney services.
23 The Parties, in consideration of the benefits hereby received, each from the other, agree as
24 follows:
25 2. Implementation.
26 (a) Services. The City Attorney shall provide legal advice, assist in drafting
27 documents, provide review and revision of documents, agreements and resolutions, and participate
28 in negotiations with developers and others toward moving Agency projects through the
I
EXHIBIT "A"
'.-^'\,
'<.__,~ i:
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~
~
2
Development Services Department and with respect to Agency projects which require approval of i
the Commission and parallel and independent approval by the Mayor and Common Councilor the
other departments or commissions of the City.
3
4
(b)
Data to be Furnished Citv. The following data will be furnished by Agency
5
at the time work assignments covered by this contract are made to the City: All records and
information pertaining to legal requirements of the Agency, including any back-up materials,
applicable regulations, correspondence, preliminary drafts of agreements, if any, and any other
materials relating to the project in the possession of the Agency.
6
7
8
9
(c)
Time of Performance. The services of the City Attorney's office under this
10 agreement are to commence as of July 1,2008, and shall be undertaken and completed in such
11 sequence as to assure their expeditious completion in light of the purpose of this agreement. This
12 agreement shall be in effect until June 30, 2009, and thereafter shall continue for consecutive periods
13 of 5 years unless sooner terminated by the action of either Agency or City as herein provided.
14
(d)
Compensation.
15
(I)
Attornev Services. Agency will reimburse City for legal costs
16 incurred by City in its parallel processes and duties related to redevelopment matters.
17 Reimbursement shall be paid at the then current rate, inclusive of benefits, for the positions of
18 Senior Assistant City Attorney, Legal Secretary II, and City Attorney Investigator.
19 The Agency shall reimburse the City for any out-of-pocket expenses incurred as a result of
20 services provided hereunder, such as outside secretarial costs, special copy costs, costs of documents,
21 costs of mailing, etc., in the amount paid or required to be paid by the City.
22 Agency shall also pay for training and conferences and related travel and lodging for assigned
23 members of the City Attorney's staff which directly relate to redevelopment law.
24 (2) PaYment of Attornevs Fees and Costs.
25 The Office of the City Attorney shall prepare a billing rate summary that includes each
26 attorney in the Office of the City Attorney who will be providing legal services to the Agency
27 pursuant to this Agreement. All City Attorney Invoices will be based upon such billing rate
28 summary as may be amended from time-to-time by the Office of the City Attorney. Within thirty
2
EXHIBIT "A"
(';~) ((\.\ ~~~'",~-",
',;::;:~ \ s~. J .J
I
(30) calendar days from and after the receipt by the Agency of each City Attorney Invoice, the
Agency shall pay to the City the City Attorney Reimbursement Costs as itemized and provided for
on each City Attorney Invoice. Should the City Attorney Invoice and/or the City Attorney
Reimbursement Costs, or any thereof, be unacceptable to the Agency, the Agency shall promptly
notify the City in writing and shall explain the reasons for the rejection or disapproval of the City
Attorney Invoice and/or of the City Attorney Reimbursement Costs, of any portiori thereof (the
"Agency Disapproval Letter"). Upon the receipt by the City from the Agency of the Agency
Disapproval Letter, the Executive Director ofthe Agency and the City Manger on behalf ofthe City
shall exercise their best efforts to immediately resolve the dispute regarding the City Attorney
Invoice and/or the City Attorney Reimbursement Costs, or any portion thereof.
2
3
4
5
6
7
8
9
10
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(3)
Extraordinary Services. Agency will pay City for the actual cost of
12
any extraordinary services provided by the City Attorney. Such services shall include, but shall not
13
be limited to, services of the City Attorney Investigator, etc.
14
15
(4) Litigation and Appeals. Agency will pay City for the cost oflitigation
16
17
18
19
where Agency is either plaintiff, defendant, petitioner, respondent, appellant, or the subject of an
administrative action, in the amount of an additional sixty percent (60%) premium on all rates set
forth in (d)(I) above. The Agency shall reimburse the City for any out-of-pocket expenses incurred
20
as a result of such litigation or appeal, such as filing costs, deposition costs, outside secretarial costs,
21
special copy costs, costs of discovery, etc., in the amount paid or required to be paid by the City.
22
(e)
Terms and Conditions. This agreement is subject to and incorporates the
23
24
provisions of any and all federal regulations concerning the provision oflegal services to Agency.
25
(f)
Conflict ofInterest. In the event an actual conflict of interest results from
26
providing litigation services to both Agency and City, the City Attorney shall disqualify himself and
27
his office from representation of Agency, and Agency shall retain outside counsel. Agency hereby
28
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EXHIBIT "A"
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waives any claim that the City Attorney should generally disqualify hi~elffrom ~epreseJrting City,
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and hereby consents to any such representation of City.
(g) Termination. This agreement may be terminated by either Agency or City
upon thirty days' written notice to the other. Except as otherwise provided herein, this Agreement
shall not be modified except upon written agreement of the Parties.
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F:\WILSOl\"\EDA \EDA.Service.Agreementfina12. wpd 4
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IN WITNESS WHEREOF, the parties have executed this agreement, on the day and date first
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above shown.
ATTEST:
5 By
6
7 Approved as to form:
8
AGENCY COUNSEL
9 By \~~
10
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12 ATTEST:
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15 City Clerk
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17 Approved as to form:
18
19 JAMES F. PENMAN
20 City Attorney
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F: \WILSONIEDA IEDA.Service .Agreementfma12. v,'Pd 5
ECONOMIC DEVELOPMENT AGENCY
OF THE CITY OF SAN BERNARDINO
By
CITY OF SAN BER..~ARDINO
By
Patrick J. Morris, Mayor