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HomeMy WebLinkAbout06.J- City Manager RESOLUTION(ID# 1992) DOC ID: 1992 CITY OF SAN BERNARDINO—REQUEST FOR COUNCIL ACTION Agreement/Contract �) From: Andrea Travis-Miller MICC Meeting Date: 08/06/2012 Prepared by: Heidi Aten, (909) 384-5122 Dept: City Manager Ward(s): All Subject: Resolution of the Mayor and Common Council of the City of San Bernardino Authorizing the Execution of a Professional Services Agreement by and Between Rust Consulting/Omni Bankruptcy to Provide Claims and Noticing Agent Services. Financial Impact: The Firm's rate for service is $175 per hour. The estimated cost to the City for a three-year contract will be approximately$250,000. Staff is in the process of negotiating with Rust Omni and will provide additional back up information at the meeting. Motion: Adopt Resolution. Synopsis of Previous Council Action: None, Backaround• As the City prepares to file for Chapter 9 bankruptcy, there is a need to contract with a professional services company to serve as Claims and Noticing Agent for the City as a court requirement. The scope of services being sought include administrative assistance with the preparations for the filing, perform claims and noticing services, and provide communication with creditors through an informational website and 800 call center. The City contacted and received proposals from three professional claims and noticing companies including: Epic Systems, Kurtzman Carson Consultants, and Rust Consulting/Omni Bankruptcy. Staff recommends Rust Consulting/Omni Bankruptcy be awarded the contract based on their competitive price and expertise in bankruptcy administrative services. In addition, Rust Omni was recommended by the Bankruptcy Court. 1992 Rust Omni was founded in 1970 and is located in the Los Angeles area. Rust Omni has 42 years of experience as a claims and noticing agent, solicitation agent, disbursing agent, and plan administrator. The Firm's rate for service is$175 per hour. The estimated cost to the City for a three-year contract will be approximately$250,000. Staff is in the process of negotiating with Rust Omni and will provide additional back up information at the meeting. City Attorney Review: Supporting Documents: reso 1992 (PDF) agrmt 1992 (PDF) Exhibit B-Rust Consulting Omni Proposal (PDF) EPIQ Systems(PDF) Kurtzman Carson Consultant (PDF) C T Tndotnd• R/9 MA V)hvT inda Sutherland Pase 2 6.J.A RESOLUTION NO. 1 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF A PROFESSIONAL 3 SERVICES AGREEMENT BY AND BETWEEN THE CITY OF SAN BERNARDINO AND RUST CONSULTING/OMNI BANKRUPTCY TO PROVIDE CLAIMS AND 4 NOTICING AGENT SERVICES. 5 6 NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: 7 SECTION 1. The City Manager of the City of City San Bernardino is hereby 8 9 authorized and directed to execute on behalf of the City, a Professional Services Agreement rn 10 between Rust Consulting/Omni Bankruptcy and the City of San Bernardino, to provide claims 11 ° and noticing agent services, a copy of which is attached hereto marked Exhibit "A" and u 12 0 incorporated herein by reference as fully as though set forth at length. Z v 13 SECTION 2. The authorization to execute the above-referenced agreement is 14 m 15 rescinded if the parties to the agreement fail to execute it within sixty (60) days of the passage v N W 16 of this Resolution. rn N 17 18 19 E 20 21 22 23 24 25 /Il 26 27 28 6.J.A RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF 1 SAN BERNARDINO AUTHORIZING THE EXECUTION OF A PROFESSIONAL 2 SERVICES AGREEMENT BY AND BETWEEN THE CITY OF SAN BERNARDINO AND RUST CONSULTING/OMNI BANKRUPTCY TO PROVIDE CLAIMS AND 3 NOTICING AGENT SERVICES. 4 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor 5 and Common Council of the City of San Bernardino at a meeting 6 thereof, held on the_day of ,2012, by the following vote, to wit: 7 8 Council Members: AYES NAYS ABSTAIN ABSENT Z 9 MARQUEZ y Y 10 JENKINS a 11 VALDIVIA o 12 0 SHORETT Z 13 r A 14 KELLEY E 15 JOHNSON N Of 16 MCCAMMACK N 17 r 18 d 19 Georgeann Hanna, City Clerk C d 20 The foregoing resolution is hereby approved this day of 2012. E U R 21 a 22 Patrick J. Morris, Mayor 23 City of San Bernardino 24 Approved as to form: JAMES F. PENMAN, 25 City Attorney 26 By 27 `.. 28 Pa �` 221.v 6.J.B 1 PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE CITY OF 2 SAN BERNARDINO AND RUST CONSULTING/OMNI BANKRUPTCY TO PROVIDE CLAIMS AND NOTICING AGENT SERVICES. 3 4 This Agreement, is entered into this day of by and between 5 Rust Consulting/Omni Bankruptcy ("CONSULTANT") and the City of San Bernardino 6 ("CITY"or San Bernardino.) 7 WITNESSETH: N 8 WHEREAS, the Mayor and Common Council have determined that it is Z 9 m advantageous, in the best interest of the City of San Bernardino and necessary as part of the c 10 0� 11 bankruptcy proceedings to engage in a professional services agreement with CONSULTANT rn C .0 12 to provide claims and noticing agent services; and c Z 13 WHEREAS, CONSULTANT possesses the professional skills and ability to provide R W 14 said services for the CITY; and R U 15 NOW, THEREFORE, the parties hereto agree as follows: m 16 •°' 1. SCOPE OF SERVICES. w 17 18 CONSULTANT shall perform the scope of services described and set forth in Exhibit E m 19 "B", attached hereto and incorporated herein as though set forth in full. c m 20 E 2. COMPENSATION AND EXPENSES. u 21 a a. For the service referenced above, CITY shall pay the CONSULTANT a rate of$175 22 23 per hour not to exceed $250,000 unless authorized by the CITY. 24 b. No other expenditures made by CONSULTANT shall be reimbursed by CITY. 25 c. Bills shall be submitted monthly, to the City Manager's Office, 300 N D Street, San 26 Bernardino, CA 92418. 27 28 �acket=Pg;,r222 6.J.B 3. TERM; TERMINATION. 1 2 a. The services set forth in Exhibit "B", shall be for a period of 3 years, commencing on 3 August 6, 2012, and terminating on July 31, 2015, unless previously modified, amended or 4 cancelled. 5 b. CITY may terminate this AGREEMENT, with or without cause, at any time by giving 6 thirty (30) days written notice of termination to CONSULTANT. In the event such notice is 7 _ given, CONSULTANT shall cease immediately all work in progress. 8 U 2 9 c. CONSULTANT may terminate this AGREEMENT at anytime upon thirty (30) days y c 10 written notice of termination to CITY, c, a 11 4. INDEMNITY. .2 12 c CONSULTANT agrees to and shall indemnify and hold the City, its elected officials, c 13 „ employees, agents or representatives, free and harmless from all claims, actions, damages and E 14 .R liabilities of any kind and nature arising from u bodily in 15 J ry, including death, or property N 01 16 damage, based or asserted upon any actual or alleged act or omission of CONSULTANT , its N 17 employees, agents, or subcontractors, relating to or in any way connected with the M 18 E accomplishment of the work or performance of services under this Agreement, unless the 0) 19 bodily injury or property damage was actually caused by the sole negligence of the City, its £ 20 21 elected officials, employees, agents or representatives. As part of the foregoing indemnity, =° a 22 CONSULTANT agrees to protect and defend at its own expense, including attorney's fees, 23 the City, its elected officials, employees, agents or representatives from any and all legal 24 actions based upon such actual or alleged acts or omissions. CONSULTANT hereby waives 25 26 any and all rights to any types of express or implied indemnity against the City, its elected 27 officials, employees, agents or representatives, with respect to third party claims against the 28 Picket Pg:223 6.J.B I CONSULTANT relating to or in any way connected with the accomplishment of the work or 2 performance of services under this Agreement. 3 5. INSURANCE. 4 While not restricting or limiting the foregoing, during the term of this Agreement, 5 CONSULTANT shall maintain in effect policies of comprehensive ublic p , general and 6 7 automobile liability insurance, in the amount of $1,000,000.00 combined single limit, and statutory worker's compensation coverage, and shall file copies of said policies with the 8 9 CITY's Risk Manager prior to undertaking any work under this Agreement. CITY shall be rn c 10 set forth as an additional named insured in each policy of insurance provided hereunder. The 11 Certificate of Insurance furnished to the CITY shall require the insurer to notify CITY at least u 12 0 30 days prior to any change in or termination of the policy 13 6. NON-DISCRIMINATION. £ 14 In the performance of this Agreement and in the hiring and recruitment of employees, U cz 15 w T 16 CONSULTANT shall not engage in, nor permit its officers, employees or agents to engage in, N 17 discrimination in employment of persons because of their race,religion, color, national origin, 18 ancestry, age,mental or physical disability, medical condition, marital status, sexual gender or 19 sexual orientation, or any other status protected by law. ` 20 s 21 7. INDEPENDENT CONTRACTOR. 22 The Parties intend that the relationship between them created under the Agreement is 23 that of an independent contractor only. The Consultant shall perform each element of the 24 work set forth in the Scope of Services as an independent contractor and shall not be 25 considered an employee of the Agency. This Agreement is by and between the Consultant 26 27 and the Agency, and is not intended, and shall not be construed, to create the relationship of 28 agent, servant, employee, partnership,joint venture, or association, between the Agency and PacketPg.224. '. 6.J.B 1 the Consultant. The Agency is interested only in the results obtained under the Agreement; 2 unless otherwise indicated and under unusual circumstances, the manner and means of 3 performing the services are subject to the Consultant's sole control. The Consultant shall have 4 no right or authority to find or commit the Agency, unless specifically authorized in writing 5 by the Interim Executive Director in each specific instance. The Consultant shall not be 6 entitled to any benefits, including, without limitation, worker's compensation, disability 7 8 insurance, vacation or sick pay. The Consultant shall be responsible for providing at its v 2 9 expense, and in its name, disability, worker's compensation or other insurance. rn c 10 The Consultant assumes full and sole responsibility for, and shall therefore pay, any 11 O1 and all federal and state income taxes, Social Security, estimated taxes, unemployment taxes, c u 12 6 and any other taxes incurred as result of the compensation set forth herein. The Consultant Z 13 agrees further to provide the Agency with provide the Agency with proof of payment upon E 14 reasonable demand. The Consultant holds the Agency harmless from and against any and all U 15 a 16 claims, demands, losses, costs, fees, liabilities, taxes, penalties, damages or injuries suffered N 17 by the Agency (including, but not limited to, attorney fees and court costs, whether or not Y 18 E litigation is commenced) arising out of the failure of the Consultant to comply with this 19 provision. Further, this right indemnification shall apply to any and all claims, demands, E 20 21 losses, costs, fees, liabilities, taxes, penalties, damages and injuries suffered by the Agency as a 22 a result of the classification of the Consultant as independent contractor under this Agreement. 23 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS. 24 CONSULTANT warrants that it possess or shall obtain, and maintain a business 25 26 registration certificate pursuant to Chapter 5 of the Municipal Code, and any other license, 27 permits, qualifications, insurance and approval of whatever nature that are legally required of 28 consultant to practice it's profession. 6.J.B 9. NOTICES. 1 2 Any notice to be given pursuant to this Agreement shall be deposited with the United 3 States Postal Service, postage prepaid and addressed as follows: 4 TO THE CITY: City of San Bernardino 5 300 North"D" Street, 6`h Floor San Bernardino, CA 92418 6 Telephone: (909) 384-5140 7 Attention: City Manager's Office N 8 TO THE CONSULTANT: Brian Osborne it 9 Rust Consulting/Omni Bankruptcy rn 5955 De Soto Ave. 5 10 Suite 100 rn 11 Woodland Hills, CA 91367 rn Telephone: (818) 906-8300 12 0 z 13 r N 14 10. ATTORNEYS' FEES. E U 15 In the event that litigation is brought b an N g g y y party in connection with this agreement, rn 16 the prevailing party shall be entitled to recover from the opposing party all costs and 0 17 18 expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise cc rn 19 of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions c d 20 or provisions hereof. The costs, salary and expenses of the City Attorney and members of his v 21 office in enforcing this Agreement on behalf of the City shall be considered as "attorneys' 22 23 fees"for the purposes of this paragraph. 24 11. ASSIGNMENT. 25 CONSULTANT shall not voluntarily or by operation of law assign, transfer, sublet or 26 encumber all or any part of the CONSULTANT's interest in this Agreement without CITY's 27 prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be 28 6.J.6 void and shall constitute a breach of this Agreement and cause for the termination of this 1 2 Agreement. Regardless of C1TY's consent, no subletting or assignment shall release 3 CONSULTANT of CONSULTANT's obligation to perform all other obligations to be 4 performed by CONSULTANT hereunder for the term of this agreement. 5 12. VENUE. 6 The parties hereto agree that all actions or proceedings arising in connection with this 7 Agreement shall be tried and litigated either in the State courts located in the County of San 8 9 Bernardino, State of California or the U.S. District Court for the Central District of California, w c 10 Riverside Division. The aforementioned choice of venue is intended by the parties to be the m 11 mandatory and not permissive in nature. S 12 13. GOVERNING LAW. z a 13 This Agreement shall be governed by the laws of the State of California. 14 15 14. SUCCESSORS AND ASSIGNS. L) N W 16 This Agreement shall be binding on and inure to the benefit of the parties to this N 17 Agreement and their respective heirs, representatives, successors, and assigns. 18 15. HEADINGS. R 19 The subject headings of the sections of this Agreement are included for the purposes E 20 s 21 of convenience only and shall not affect the construction or the interpretation of any of its a 22 provisions. 23 16. SEVERABILITY. 24 If any provision of this Agreement is determined by a court of competent jurisdiction to 25 be invalid or unenforceable for any reason, such determination shall not affect the validity or 26 27 enforceability of the remaining terms and provisions hereof or of the offending provision in 28 r,6.J.8 1 any other circumstance, and the remaining provisions of this Agreement shall remain in full 2 force and effect. 3 17. REMEDIES; WAIVER. 4 All remedies available to either party for one or more breaches by the other party are 5 and shall be deemed cumulative and may be exercised separately or concurrently without 6 waiver of any other remedies. The failure of either party to act in the event of a breach of this 7 Agreement by the other shall not be deemed a waiver of such breach or a waiver of future 8 9 breaches, unless such waiver shall be in writing and signed by the party against whom w C 10 enforcement is sought. o, a 11 18. ENTIRE AGREEMENT; MODIFICATION. S 12 ° This Agreement constitutes the entire agreement and the understanding between the a 13 M parties, and supercedes any prior agreements and understandings relating to the subject E 14 •2 manner of this Agreement. This Agreement may be modified or amended only by a written 15 N 16 instrument executed by all parties to this Agreement. N 17 /// CA r 18 A 19 (D 20 E 21 a 22 23 24 25 26 27 28 /!/ 6.J.B 1 PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE CITY OF 2 SAN BERNARDINO AND RUST CONSULTING/OMNI BANKRUPTCY TO PROVIDE CLAIMS AND NOTICING AGENT SERVICES. 3 4 IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and 5 date set forth below. 6 7 N 8 U 9 Dated: 2012 CONSULTANT 10 By: a Brian Osborne e 11 Rust Consulting/Omni Bankruptcy 12 z° a 13 N 14 E 'm Dated 2012 CITY OF SAN BERNARDINO 15 N 01 16 By. Andrea Travis-Miller,Acting City Manager N 17 18 e it 19 Approved as to Form: JAMES F. PENMAN, v 20 City Attorney E U 21 By: '` a 22 23 24 25 26 27 28 Packet Pg.229 Aff CONUSTIOmni U July 27,2012 U) c m rn Q rn c Paul Glassman,Esq Stradling Yocca Carlson&Rauth,P.C. z0 100 Wilshire Boulevard, Suite 440 m Santa Monica, CA 90401 E U Jason P. Simpson m Director of Finance Financie Department 70 0 0 300 North"D" Street o L San Bemadino, CA 92418-0001 .E E 0 Re: Rust Consultln¢/Omni Bankruptcy Proposal c Dear Mr. Simpson and Mr.Glassman: 0 U Thank you for the opportunity to provide a proposal to serve as Claims and Noticing Agent in this potential matter. I am confident you will find that Rust Omni's experience. m cost effective rates and relevant claims and noticing agent services make it uniquely n qualified to assist your the City of San Bernardino. Information on the company, x W including our experience and services, can be found at www.omnimpl.com. c d E L It is our understanding that within the next thirty days you will be commencing a chapter 9 filing for the City of San Bemadino and that you are seeking to engage a Claims and a Noticing Agent to provide administrative assistance with the preparations of the filing, / perform claims and noticing services,provide a robust communications solution V Packet Pg. 230 RUSTIOmni CONSULTING SANKKUPICY including an informational website and 800 call center,and any other administrative tasks the City may require. N Copies of our rate schedule are included for your review. In order to alleviate some of v the financial burdens of the debtors' estate,Omni will not require a retainer and will n agree to cap its hourly rates at$175 per hour. Based on our discussion,we believe the case work will last approximately 36 months and our estimated fees and costs will be a rn approximately$250,000. 0 z The scope of services to be performed are as follows: m N E Pre-Petition Services: (Estimated Fees and Costs: $15,000-$25,000) ° U • Assist the City with the compilation and preparation of the list of Matrix Parties N m (All parties in interest which need to be noticed with filing) • Assist the City with the identification and compilation of relevant executory N 0 contracts CL 0 • Create specialty service list parties(Ex. Utilities)for noticing purposes a 'c • Assist with communications with the Utility Companies E O • Preparation of Informational Website c • Preparation of 800 Number Voicemail Box and Procedures N 0 0 U Post Petition Services: 3 m First Six Months: (Estimated Fees and Costs: $50,000- $75,000) n r • Assist with the compilation and preparation of the list of Creditors (All parties to w whom the City has known or potential liability) • Meet with Clerk of the Court to set up Claims Processing Procedures and Official s v Claims Register =° a • Service of Required Bankruptcy Notices and Ongoing Case Documents inclusive of the Notice of Commencement of Case and Notice of Order of Relief • Maintainence of Informational Website and 800 number services including communications with creditor inquiries Packet Pg. 231 Exl�b� RUSNTIOmni • Process filed Proofs Of Claims, Claims Management and maintenance of Official Claims Register(Claims Filed prior to Bar Date Notice) v Months Six to Eighteen: (Estimated Fees and Costs: $75,000-$100,000) d • Service of Required Bankruptcy Notices and Ongoing Case Documents inclusive m of the Notice of Bar Date For Filing Proofs of Claim,Notice of Disclosure Q rn Statement Hearing, Solicitation of Plan and Notice of Plan Confirmation o • Maintainence of Informational Website and 800 number services including z° communications with creditor inquiries • Process filed Proofs Of Claims, Claims Management and maintenance of Official E Claims Register U • Plan Solicitation preparations,tabulation,declaration-Attendance at hearing as • Assist with Claim reconciliation process and begin claim objection process N O Months Eighteen to Thirty: (Estimated Fees and Costs: $75,000- $100,000) o Q- • Service of Required Bankruptcy Notices and Ongoing Case Documents inclusive of the Notice of Discharge and Final Report E 0 • Maintainence of Informational Website and 800 number services including c communications with creditor inquiries • Process filed Proofs Of Claims, Claims Management and maintenance of Official c i Claims Register = • Assist with Claim reconciliation process m • Assist with Claim Objection Process L x • Assist with logistics regarding case closing issues and turnover of official W documents to the Clerk of the Court. t U N Q PacketPg. 232 RUSTIOmni CONSULTING BIINNNUPTCY Key Considerations • Rust Omni provides the most cost ❑ Omni has secured the url's: w d effective rates in its industry. Our highest www.sbehapter9.com and n hourly rate for this matter will be capped www.sanbemadinochMter9.com. W $175 per hour and our rates ranee down ❑ No storage charges for document images. to$25 per hour. No record storage charges up to 10,000 I • Websites are created free and there are records rn c NO monthly hosting charges. MOBILE Websites provide access to case « • Rust Omni provides state of the art call information via smart phones. 0 center services ranging from recorded • Over 40 years of industry experience,more = voicemail boxes to live operator services than any other claims agent. w E Experience Rust Omni is the nation's oldest and most experienced bankruptcy administration service m provider,with significant experience as claims and noticing agent, solicitation agent, disbursing agent and plan administrator. Rust Omni has significant experience in some 0 0 a of the largest and most complex bankruptcy cases. The following is a sample list of Rust a0` Omni's Debtor and Committee engagements: O DEBTOR REPRESENTATIONS COMMITTEE RESPRESENTATIONS tr G • Mervyn's Holding,Inc. MP Global N • Perkins Marie Callender's • Blockbuster,Inc. c 0 • Innkeeper USA,Inc. • Borders Group,Inc. a • Allied Automotive Group a Harry&David • Owens Corning • Global Aviation pp Y • Cordillera Colf Club,LLC Dewey Lebeouf a t X w Summary m Rust Omni's experience,personal service, superior technology and cost effective pricing r 0 make it the right choice for your claims and noticing needs. z Q PacketPg. 233 RUST� Omni CONSULTING Thank you again for this opportunity. Please feel free to contact meat 818-906-8300. We are willing to work with you on any issues. N d V Sincerely, U) a Brian Osborne Enc. O 6 z C c R N E U N r R N O Q O L Q .E E O a) .E- r O U N c m .a L X w c d E r U R r a ,., Pg. 234 X RUSTI Omni CONSULTIXO DANKRUPIC Rate Sheet W W W.OMNIMGT.COM • Hourly Rates for Standard and Custom Services RATEICOST H Clerical Support $25.00-$45.00 per hour V Project Specialists $57.50-$75.00 per hour 'Z Project Supervisors $75.00-$95.00 per hour to Consultants - $95.00-$125.00 per hour .. Technology/Programming $100.00-$157.50 per hour y Senior Consultants $140.00-175.00 per hour Q M S • Printing and Noticing Services •2 «. Copy $.08 per image 2 Document folding and insertion No Charge .O Labels/Envelope printing $.035 each C ro E-mail noticing $50.00 per 1,000 y Certified email Quote upon request E Facsimile noticing $.10/image m t) At cost Postage (Advance payment required for postage charges over N T $10,000) rn Envelopes Varies by size N 0 Newspaper and Legal Notice Publisbing Coordinate and publish legal notice Quote prior to publishing C C • Claims Management E O Inputting proofs of claim Hourly rates(No per claim charges) Scanning $.10lmage :.. Remote Internet access for claims management N Setup No charge O Access $250 per month,unlimited users V N.. 7 • Creditor Database m Waived for 3 months. .. Data storage Under 10,000 records-No charge, a Over 10,000 records-.05 per record, J= Over 100,000 records-.04 per record W Per image storage No charge al E • Informational Website r 0 Creation,configuration,and initial setup No charge Data entryfinformation updates $75.00 per hour Q Programming and customization $100-$157.50 per hour Debtor websits hosting No charge Committee website hosting No charge Scanning $.10/image C 1 of 2 PacketPg. 235 © RUST Omni COMiU Li IflO ORMRRY Pi CY Rate Sheet W W W.OMNIMGT.COM • Virtual Data Rooms Quote upon request • N d U Call Centers/Dedicated Line Z Creation,configuration and initial setup No charge Hosfing fee $5.50 per month Usage $.0825 per minute Q Service rates(actual talk and log-entry lime) $67.50 per hour • Case Docket/Claims Register No charge y 6 z • Solicitation and Tabulation Plan and disclosure statement mailings Quoted prior to printing E Ballot tabulation Standard hourly rates apply .E U • Schedules/SoFA N. Preparation and updating of schedules and SoFAs $57.50-$195.00 per hour m • Pre-Petition Consulting Services N o (e.g.,preparation of cash Flow,analysis of cash management system,evaluation 0 of insurance coverage,assist with payroll,assist procurement and distribution of Standard hourly rates apply 0.cashiers checks) E • UST Reporting Compliance 0 rn (e.g.,assist debtors to meet satisfy jurisdicational requirements,preparation of monthly operating and post-confirmation reports) Standard hourly rates apply N C O • Liquidating/Disbursing Agent comply wfth Plan requirements,preparation of disbursement reports,payout calculations,check generation,bank reconciliations) Standard hourly rates apply • m Miscellaneous L Telephone charges At cost W Delivery At cost Archival DVD/CD-Rom $40.00 per copy y (_ • t Real-Time Reports Claims dashboard No charge Q Claim reports $25.00 Solicitation dashboard No charge Tabulation dashboard No charge Solicitation reports $25.00 Service list manager $0.05 per party,per generated list 2of2 WPg. 236 RUST Omni .., "ko NAN[RUPICY Debtor Representations eToys• �y; CONSTRUCTION CORP. N ATTRESS it cn C 07 11 . I I Q C •2 Pacific Gas and z � � Electric Company � c m • Marie Ca killer's • I , I Ir....aeJ.y .. N O) w�aa M A Zhe (�i/V �� mervyn N CL O a` •E Allied • E GrouAutomotive Cl REFCO` INNKEEPERS USA 0 N c O A U tWER RECORDS `��� m ago x W IL M C DAEWOO 6 i H 0 Ii tn Y WOOD G PACIFIC ENERGY PA A Q r IL i ll + Mask- !�FASTSHlP,INC. Packet Pg. 237 �XtA, RUST ' Omni Committee Representations N jR;, GLOBAL z AVIATIOVG'Ql C d O) a BORDERS HARRY & DAVID Z N E ROBB STUCKY • N • O O. O a C 40 mervyn s _ 3 N C O U Marie Cauendff's " Bob"Rutmw. rM m W NUSSErCBPPERnc INNKEEPERS USAJ E " h Y O<UTLO? Q FKF 3, LLC - Packet Pg. 238 A 6.J.D P 6462822600 F 646262251 eon MMN.EMOSYSTEMscoM SYSTEMS July 31,2012 Paul R.Glassman,Esq, Stradling Yocca Carlson&Rauth,P.C. 100 Wilshire Blvd.,Suite 440 Santa Monica,CA 90401 Dear Mr.Glassman: Thank you for allowing us to submit a proposal. We realize that this is an exceedingly busy time for you and a very difficult time for your client,The City of San Bernardino. We appreciate your consideration. Given the very specific noticing and procedural requirements of the Chapter 9 process,engaging the right claims administrator to satisfy these requirements is critical to the successful outcome of the case. At Epiq,our job is to handle these requirements so that you and the client can focus on the important work of a resolving the financial issues facing the City. Having worked on over 700 bankruptcy cases in the last 20 years,we have the experience and capacity to manage every task and address every need that may arise in this case,and we will do so on schedule and on budget. .9 0 Our experience includes serving as claims and noticing agent in the Lehman,Enron and Worldcom bankruptcy cases,as well as many California-based companies such as The Los Angeles Dodgers,Solidus Networks,Hines Horticulture, Spansion, South Bay Expressway and Asyst Technologies. Our professionals have also assisted in the resolution of over 50 defaulted municipal bond issuances and,recently,coordinated E all solicitation and distribution aspects in the Connector 2000 Chapter 9 case. c> N From published reports,we are aware of the extreme difficulties facing the City and its citizenry. To ensure that Epiq provides maximum value to the City,we have proactively reduced our standard pricing for this engagement as follows: E d • Professional Services—Rates reduced up to 32%. • Database Maintenance—Waived for the first 3 months. rn • Call Center Services—Standard Call Center Setup and Support/Maintenance charges waived a permanently. Voice Recorded Message charge waived for the first 3 months. w • Document Storage—Waived. d • Retainer—Waived F= U I have attached for your review additional information about our firm,including a description of our ° services,a client list and our pricing schedule. a Again,thank you for the opportunity to submit this proposal and please do not hesitate to contact me if you have any questions or would like additional information. Sincerely, Lance Wickel Enclosure Packet Pg. 239 6.J.D © e ICS PYSTEMS The Epiq Advantage Who we are: Epiq Bankruptcy Solutions,LLC is part of a family of companies,each of which is dedicated to providing technological and professional services to the legal,financial and corporate community. As part of the Epiq family,we are able to leverage the full suite of Epiq professional service and technology offerings for the benefit of our clients. We provide comprehensive case management,noticing,balloting, disbursement and related consulting services to support our clients through the complexities of a corporate restructuring-whether the restructuring is in-court or out-of-court. You will find that we are committed to the highest standards of quality,responsiveness and personalized services. a rn c The Industry's Best Claims Management Team: The Epiq team is battle-tested. Our client roster includes the largest,most high-profile and complex chapter 11 cases z ever filed. Whether your case has thousands,tens of thousands,or hundreds of c M thousands of creditors,when you choose Epiq you will have the industry's most E experienced and dedicated executives,attorneys,consultants,case managers, programmers,data entry and proofing specialists,call-center and crisis communications specialists,and customer services representatives working m tirelessly for you. N 1= Customized Solutions: We do a lot more than manage claims. We've developed N customized solutions for clients,in and outside of bankruptcy. We offer comprehensive support for your particular situation,including noticing,schedule O preparation,claim docketing,creditor hotlines,web design,imaging and document w management,virtual due diligence rooms,and vote tabulation and disbursement services. The Epiq family of companies also offers class action,legal notification and E media campaign management,and document management and litigation solutions and support should the debtor require such services. a State-of-the-Art Technology: At its core,Epiq is a technology company. Our suite of software solutions streamline many aspects of the chapter 11 process,including preparation of the creditor matrix and Schedules of Assets and Liabilities,claim reconciliation,balloting and tabulation,and disbursements. We also provide confidential on-line workspaces and proprietary ediscovery platform solutions. Epiq is a leader in development and implementation of software,delivering integrated solutions to meet the needs of our clients. 6.J.D e iQ S Y S T E M S The Epiq Advantage What we deliver: On-Site Support: Our experienced team of Consultants can be available at a moment's notice to assist the debtor and professionals prepare for a Chapter 11 Ming. This team includes financial and legal professionals with extensive restructuring experience,many of whom have experience on large cases,such as Lehman Brothers Holdings,Chrysler,Thornburg Mortgage and smaller-market cases, such as CDX Gas,LLC,Bill Heard Enterprises and Blue Tulip Corp. u) c d Late-Night Noticing: Our in-house Case Management and Noticing staff can address Q all of our clients'noticing needs. With operations on the East and West Coast,we ° c have the latest drop-off times for overnight mail: 12:30 a.m.(ET),and regular mail:3:00 a.m.(ET). We also know when to call upon our financial printing partners z to provide us with additional(and more cost-effective)support,particularly on larger mailings. We utilize only the top print vendors in the country so we can meet the most demanding,time-sensitive needs of our clients. m U Industry Leading Public Securities Experts: Our in-house Solicitation Group is the leading provider of chapter 11 balloting and tabulation services to holders of public debt and equity securities. With a fully integrated team,Epiq's E solicitation experts are involved in each engagement from the outset,positioning Epiq a to provide critical guidance on the complexities and nuances of soliciting votes from beneficial holders of public securities and interacting with bond depositories. CY a W Unmatched Experience: With almost 20 years of experience and over 700 engagements,Epiq is a mature,experienced company employing industry"best E practices,"many of which we developed. This level of experience means we know how to handle all of the administrative aspects of a chapter 11 case,including a managing the filing of tens of thousands of proofs of claim. Litigation Support: Epiq provides consulting services and proprietary software that enable the debtor company to preserve all electronic data in a forensically sound manner from the outset of a case. Doing so may prove crucial to avoiding penalties or sanctions in the event of future litigation. Epiq also provides end-to- end global electronic discovery services including processing,hosting,production, data-repository and managed review services. 6.J.D epiQ TEMS Representative Client List DEBTORENGAGEMENTS AIRLINE Aloha Airgroup•Delta Air Lines•Frontier Airlines•Northwest Airlines•MaxJet Air•Mesa Air ASBESTOS ABB Lummus Global•Combustion Engineering•GI Holdings •US Mineral Products N d AUTOMOTIVE Big 10 Tires •Chrysler•Heartland Automotive Services•Tower Automotive U) ENERGY m Enron Corporation•Hawkeye Renewables•Mirant Corporation-Pacific Ethanol •Stallion Oilfield Services a s c FINANCIAL SERVICES v American Home Mortgage• BankUnited-LandAmerica•Lehman Brothers•Thornburg Mortgage o z FOOD SERVICES C m © Bashas'•Buffets Holdings•Le Gourmet Chef•Mrs.Fields' Original Cookies•Parmalat USA HEALTH CARE St.Vincents Catholic Medical Center•Brooklyn Hospital•Caritas Health Care•North General Hospital a rn MANUFACTURING 77- Inc.•Lyondell Chemical Company•Pliant Corporation•Smurfit-Stone Container E E MEDIA Journal Register Company•Muzak Holdings LLC-Questex Media •Regal Cinemas•Tribune Company U) a a RETAILERS w Converse-Crabtree&Evelyn• Filene's Basement-G&G Retail•KB Toys•Spiegel•Steve&Barry's d E TELECOMUNICATION&TECHNOLOGY Adelphia Communications•Arch Wireless•Global Crossing•Nortel Networks•Midway Games•WorldCom TRANSPORTATION Autobacs Strauss•CDX Gas•Flying J•Jevic Transportation•Safelite Glass Corp.•U.S.Shipping HOME BUILDERS&MANUFACTURERS Neumann Homes •Oakwood Homes Corporation•Stock Building Supply•WCI Communities 6.J.D ep�,Q © EPIQ STANDARD SERVICES AGREEMENT This Standard Services Agreement is being entered into by and between Epiq Bankruptcy Solutions,LLC ("ERiQ")and The City of San Bernardino(the"Client'),as of 2012. In consideration of the premises herein contained and of other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,the parties hereto agree as follows: y d General Terms and Conditions d v, 1. Services. d rn In accordance with the charges,terms and conditions contained in this agreement and in the rn schedule(s) attached hereto(collectively,the"Agreement"),Epiq agrees to furnish Client with the U services set forth on Exhibit A hereto(the"Services')in connection with the Chapter 9 bankruptcy o of The City of San Bernardino. Services will be provided on an as needed basis and upon request z or agreement of the Client. Charges for the Services will be based on the pricing schedule set forth on Exhibit B hereto(the"Pricing Schedule'). The Pricing Schedule sets forth individual unit pricing for each of the Services provided by Epiq and represents a bona fide proposal for that R Service. The Client may request separate Services or all of the Services reflected in the Pricing 5 Schedule. m 2. Term. N E This Agreement shall become effective on the date of its acceptance by both Epiq and the Client; N Provided,however Epiq acknowledges that Bankruptcy Court approval of its engagement may be rn sought by the Client. The Agreement shall remain in effect until terminated: (a)by the Client on a thirty(30)days' prior written notice to Epiq and,to the extent necessary, entry of an order of the w Bankruptcy Court discharging Epiq;or(b)by Eoia,on ninety(90)days' prior written notice to the Client and,to the extent necessary, entry of an order of the Banlauptcy Court discharging Epiq. E r V 3. Charees. a 3.1 For the Services and materials furnished by Epiq under this Agreement,the Client shall pay the fees,charges and costs set forth in the Pricing Schedule. Epiq will bill the Client monthly. All invoices shall be due and payable upon receipt. 3.2 Epiq reserves the right to make reasonable increases to the unit prices,charges and professional service rates reflected in the Pricing Schedule on an annual basis effective January 2nd of each year. If such annual increases exceed 10%from the prior year's level, Epiq shall provide sixty(60)days'prior written notice to the Client of such proposed increases. 1 PacketPg. 243 epiQ SYSTEMS 3.3 Client agrees to pay Epiq for all materials necessary for performance of the Services under this Agreement(other than computer hardware and software)and any reasonable out of pocket expenses including,without limitation, transportation,long distance communications, printing,photocopying,fax,postage and related items. 3.4 Client shall pay or reimburse all taxes applicable to services performed under this Agreement and, specifically,taxes based on disbursements made on behalf of the Client,notwithstanding how such taxes may be designated,levied or based. This provision is intended to include sales,use and excise taxes,among other taxes,but is not intended to include personal property taxes or taxes based on net income of Epiq. 3.5 Client shall pay to Epiq any actual charges(including fees,costs and expenses as set forth in the Pricing Schedule)related to,arising out of or resulting from any Client error or omission. Such charges may include,without limitation,print or copy re-runs,supplies, long distance phone calls,travel expenses and overtime expenses for work chargeable at the rates set forth c on the Pricing Schedule. a 3.6 In the event of termination pursuant to Section 2 hereof,Client shall be liable for all amounts c then accrued and/or due and owing to Epiq under the Agreement. 2 0 Z 4. Confidentialitv. m N Client data provided to Epiq during the term of this Agreement in connection with the Services E ("Client Data")shall be maintained confidentially by Epiq in the same manner and to the same level as Epiq safeguards data relating to its own business; ron vided,however,that if Client Data is publicly available was already n E i 's possession or known to it,was required to be disclosed b a P Y Y P4 P 4 Y law,was independently developed by Epiq without use or reference to any Client Data,or was rightfully obtained by Epiq from a third party,Epiq shall bear no responsibility for public £ disclosure of such data. Client agrees that Epiq shall not be liable for damages or losses of any nature whatsoever arising out of the unauthorized acquisition or use of any Client Data or other Client materials provided to Epiq in the performance of this Agreement. cr a W 5. Title to Property. c d Epiq reserves all property rights in and to all materials,concepts,creations, inventions,works of E authorship,improvements,designs,innovations,ideas,discoveries,know-how,techniques, M programs, systems and other information,including,without limitation,data processing programs, specifications,applications,processes,routines,sub-routines,procedural manuals and documentation furnished or developed by Epiq for itself or for use by the Client(collectively,the "Pro '). Charges paid by Client do not vest in Client any rights to the Property,it being expressly understood that the Property is made available to Client under this Agreement solely for Client's use during and in connection with each use of the Epiq equipment and services. Client agrees not to copy or permit others to copy any of the Property. 6. Disposition of Data. 6.1 Client is responsible for the accuracy of the programs and Client Data it provides or gives access to Epiq and for the output resulting from such data. Client shall initiate and maintain 2 PacketPg.244 ep�Q .,STEMS �.. backup files that would allow Client to regenerate or duplicate all programs and Client Data which Client provides or gives access to Epiq. Client agrees,represents and warrants to Epiq that,prior to delivery of any Client Data to Epiq,Client warrants that it has full authority to deliver the Client Data to Epiq. Client has obtained binding consents,permits,licenses and approvals from all necessary persons,authorities or individuals, and has complied with all applicable policies,regulations and laws,required by Client, in order to allow Epiq to use all Client Data delivered to it in connection with its Services. Epiq shall not be liable for,and Client accepts full responsibility for,any liability or obligation with respect to Client Data prior to Epiq's receipt,including without limitation,any liability arising during the delivery of Client Data to Epiq. 6.2 Any Client Data,programs,storage media or other materials furnished by the Client to Epiq in connection with this Agreement(collectively,the"Client Materials")may be retained by .L Epiq until the services provided pursuant to this Agreement are paid for, or until this Agreement is terminated with the services provided herein having been paid for in full. Client shall remain liable for all out of pocket charges incurred by Epiq under this Agreement as a result of any Client Materials maintained by Epiq. Epiq shall dispose of Client Materials a in the manner requested by Client(except to the extent disposal may be prohibited by law). Client agrees to pay Epiq for reasonable expenses incurred as a result of the disposition of the °- Client Materials. Epiq reserves the right to dispose of any Client Materials if this Agreement z° is terminated without Client's direction as to the return or disposal of Client Material or c Client has not paid all charges due to Epiq for a period of at least ninety(90)days; rop vided, N however,Epiq shall provide Client with thirty(30)days' prior written notice if its intent to E dispose of such data and media. N 7. Indemnification. m The Client shall indemnify, defend and hold Epiq, its affiliates,parent,and each such entity's officers,members,directors,agents,representatives,managers,consultants and employees(each an"Indemnified Person')harmless from and against any and all losses,claims,damages, w liabilities,costs(including,without limitation,costs of preparation and attorneys' fees) and expenses as incurred(collectively,"Losses"),to which any Indemnified Person may become w subject or involved in any capacity arising out of or relating to this Agreement or Epiq's rendering of services pursuant hereto,regardless of whether any of such Indemnified Persons is a party m thereto,other than Losses resulting solely from Epiq's gross negligence or willful misconduct. t Without limiting the generality of the foregoing,"Losses"includes any liabilities resulting from claims by third persons against any Indemnified Person. Client and Epiq shall notify the other a party in writing promptly of the commencement,institution,threat,or assertion of any claim, action or.proceeding of which the Client is aware with respect to the services provided by Epiq under this Agreement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Client, and shall survive the termination of this Agreement until the expiration of all applicable statutes of limitation with respect to Epiq's liabilities. 3 Packet Pg. 245 6.J.D ep S. Representations/Warranties. Epiq makes no representations or warranties,express or implied,including,without limitation, any implied or express warranty of merchantability,suitability, fitness or adequacy for a particular purpose or use,quality,productiveness or capacity. 9. Confidential On-Line Workspace Upon request of the Client,Epiq shall be authorized to: (a)establish a confidential on-line workspace with an outside vendor in connection with the provision of its services to the Client pursuant to this Agreement; and(b)with the consent of the Client and/or its designees,publish documents and other information to such confidential workspace. By publishing documents and other information to this confidential workspace in accordance with the foregoing,Epiq shall not be considered in violation of any of the provisions of this Agreement,including,but not limited to, Section 4(Confidentiality). c d rn 10. General a C c 10.1 No waiver,alteration,amendment or modification of any of the provisions of this Agreement `-' shall be binding upon either parry unless signed in writing by a duly authorized Z representative of both parties. N 10.2 This Agreement may not be assigned by Client without the express written consent of Epiq, E which consent shall not be unreasonably withheld. The services provided under this Agreement are for the sole benefit and use of Client,and shall not be made available to any N other persons. o 10.3 This Agreement shall be governed by the laws of the State of New York,without regard to that state's provisions for choice of law. Client and Epiq agree that any controversy or claim E E arising out of or relating to this Agreement or the alleged breach thereof shall be settled by mandatory, final and binding arbitration before the American Arbitration Association in New 0 York,New York and such arbitration shall comply with and be governed by the rules of the w American Arbitration Association,provided that each party may seek interim relief in court as it deems necessary to protect its confidential information and intellectual property rights. Any arbitration award rendered pursuant to this provision shall be enforceable worldwide. E s U A 10.4 The parties hereto agree that this Agreement is the complete and exclusive statement of the agreement between the parties which supersedes all proposals or prior agreements,oral or written,and all other communications between the parties relating to the subject matter of this Agreement. 10.5 Client will use its best efforts to cooperate with Epiq at Client's facilities if any portion of the Services requires its physical presence thereon 10.6 In no event shall Epiq's Services constitute or contain legal advice or opinion,and neither Epiq nor its personnel shall be deemed to practice law hereunder. 4 Packet Pg.246 epic SYSTEMS 10.7 Except for Client's obligation to pay fees,expenses and charges hereunder when due,neither party shall be in default or otherwise liable for any delay in or failure of its performance under this Agreement to the extent such delay or failure arises by reason of any act of God, any governmental requirement,act of terrorism,riots,epidemics, flood, strike,lock-out, industrial or transportational disturbance, fire,lack of materials,war,event of force majeure, or other acts beyond the reasonable control of a performing party. 10.8 This Agreement may be executed in counterparts, each of which shall be deemed to an original,but all of which shall constitute one and the same agreement. 10.9 All clauses and covenants in this Agreement are severable;in the event any or part of them are held invalid or unenforceable by any court, such clauses or covenants shall be valid and enforced to the fullest extent available,and this Agreement will be interpreted as if such invalid or unenforceable clauses or covenants were not contained herein. The parties are independent contractors and, except as expressly stated herein,neither party shall have any rights,power or authority to act or create an obligation on behalf of the other party. o a 10.10 Notices to be given or submitted by either party to the other,pursuant to this Agreement, c shall be sufficiently given or made if given or made in writing and sent by hand delivery, ° overnight or certified mail,postage prepaid, and addressed as follows: z° a c If to Evio: Epiq Bankruptcy Solutions,LLC E (v 757 Third Avenue,Third Floor New York,New York 10017 N Attn: Dan McElhinny If to Client: w E m a 0 M. w With copies to: c d Paul R.Glassman,Esq. t Stradling Yocca Carlson&Rauth,P.C. 100 Wilshire Blvd.,Suite 440 Q Santa Monica,CA 90401 10.11 Invoices sent to the Client should be delivered to the following address: Email: 5 PacketPg. 247 ep�a SYSTEMS IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. EPIQ BANKRUPTCY SOLUTIONS,LLC �WG �&--,r Name: Daniel C.McElhinney Title: Managing Director N U THE CITY OF SAN BERNARDINO d By: Name: ° Title: rn U O Z C N E U N N E d N T N d a w C y t V (6 Q PacketPg. 248 ep�c� / SYSTEMS EXHIBIT A SERVICES SCHEDULE CREDITOR LIST v Provide advice and technical assistance in the preparation of the creditor list,including review of data files,advisory services relating to identification of potential creditors,i.e.,determination of appropriate look-back periods,litigation creditors,other non-typical creditors,and preparation of final file for filing with Bankruptcy Court. N d U NOTICING ➢ Prepare,serve and publish notices in these Chapter 9 cases,including: rn a • Notice of the commencement of the Chapter 9 case; • Notice of an order for relieve under Chapter 9;and w - (if necessary) - Z • Notice of dismissal of the Chapter 9 case. c r N Y Serve other miscellaneous notices as the Client or the Court may deem E necessary or appropriate for an orderly administration of these Chapter 9 cases. N CALLCENTER w ➢ Provide state-of-the-art Call Center facility and services, including(as E N needed): y C1 • Create of frequently asked questions,call scripts, escalation procedures a W and call log formats to address question of citizens, employees, bondholders and other constituencies. m • Record automated messaging. • Maintain and transmit call log to Client and advisors. a VIRTUAL DATAROOM > Provide confidential on-line workspace to facilitate permission based and password protected simultaneous document sharing in connection with asset sale due diligence,contract and invoice review,or creation of contract repository,among other reasons. 7 PacketPg. 249 6.JD SYSTEMS BALLOTING/TABULATION ➢ Provide balloting services in connection with the solicitation process for any chapter 9 plan for which a disclosure statement has been approved by the Court,including(as needed): • Consult the Client and its counsel regarding timing issues,voting and tabulation procedures,and documents needed for the vote. • Review of voting-related sections of the voting procedures motion, disclosure statement and ballots for procedural and timing issues. • Assist in obtaining information regarding members of voting classes, including lists of holders of bonds from OTC and other entities (and,if d U needed,assist the Client(in requesting these listings). • Coordinate distribution of solicitation documents. rn • Prepare a certificate of service for filing with the court • Respond to requests for documents from parties in interest,including a brokerage firm and bank back-offices and institutional holders. • Respond to telephone inquiries from lenders,bondholders and .2 nominees regarding the disclosure statement and the voting ° z procedures. • Establish a website for the posting of solicitation documents. 4 N • Receive and examine all ballots and master ballots cast by voting E parties. Date-and time-stamp the originals of all such ballots and master ballots upon receipt. • Tabulate all ballots and master ballots received prior to the voting deadline in accordance with established procedures,and prepare a vote declaration or certification for filing with the court. £ • Undertake such other duties as may be requested by the Client. N T N MISCELLANEOUS c� CL W Y Provide such other claims processing,noticing and related administrative services as may be requested from time to time by the Client. E U Promptly comply with such further conditions and requirements as the Court may at any time prescribe. a ➢ Comply with applicable federal,state,municipal,and local statutes, ordinances,rules,regulations,orders and other requirements. » Provide temporary employees to the Clerk's Office to process claims,as necessary. 8 PacketPg. 250 6.J.D e =.s!q ExH1Brr B EPIO PRICING SCHEDULE PROFESSIONAL SERVICES' Title Clerk $28.00—$42.00 Case Manager $66.00—$101.00 IT/Programming $98.00—$133.00 _ Snr.Case Manager/Consultant $115.00—$154.00 w d U Senior Consultant $157.00—$192.00 m Vice President $200.00 m rn rn NOTICING SERVICES' ` U Printing $0.10 per image o Z (volume discounts apply) -a c Collate,fold and insert Standard Hourly Rates N Personalization/Labels $0.05 each R Postage/Overnight Delivery At cost v N E-Mail Noticing $50 per 1,000 Fax Noticing $0.10 per page w Claim Acknowledgement Card $0.10 per card aE, N Publication Noticing Quoted at time of request Processing Undeliverable Mail $0.25 per piece IL w c m E s U IV a ' Expert professional services provided by Jane Sullivan,Executive Vice President and Christina Pullo, Vice President,Director of Solicitation Services,would be billed at$287.00 and$252.00 per hour respectively,which are discounted from standard rates. 2 Epiq does not charge a premium/overtime charge for any of the professional services it performs. Outside vendors utilized by Epiq may include a premium/overtime charge for work performed on a weekend,holiday or after standard business hours. 3 Noticing via ovemight delivery after traditional overnight drop-off times(e.g.,9:00 p.m.in NYC)may result in additional print charges. 9 PacketPg. 251 6.J.D epfc� CLAIMS MANAGEMENT SERVICES Database Maintenance $0.10 per record/month Data Import/Transfer No per creditor charge Electronic Imaging° $0.12 per image Weblink Hosting Fee $200.00 per month Manual Claim Input No per creditor charge CD-ROM(Mass Document Storage) Quoted at time of request Document Storage (paper) (electronic) No per creditor/image charge m c m rn ON-LINE CLAIM FILING SERVICES m U On-Line Claim Filing $600 per 100 claims filed o z c CALL CENTER SERVICES E Standard Call Center Setup v Call Center Operator $75 per hour N rn Voice Recorded Message $0.34 per minute N E, Support/Maintenance rn d a SOLICITATION.BALLOTING AND TABULATION SERVICES w r Standard professional hourly rates and noticingfees apply. U E L U Surcharge for late voting deadline 2 (after 8:00 PM Eastern) ¢ VIRTUAL DATA ROOM Confidential On-line Workspace Quoted at time of request An additional$0.10 is charged per image for optical character recognition imaging. 10 Packet Pg.252 6.J.D ep�Q SYSTEMS DISBURSEMENT SERVICES Check and/or Form 1099 Quoted at time of request Record to Transfer Agent Quoted at time of request N S) _U n C N O) Q C .2 O Z a C @ U N N E COd r N T a a w C d E t V @ a II Packet Pg. 253 6.J.E KURTZMAN (� CARSON �.. CONSULTANTS July 30,2012 Paul R.Glassman Stradling Yocca Carlson&Rauth,P.C. 100 Wilshire Blvd.,Suite 440 Santa Monica,California 90401 a) Re: Claims Administration&Noticing Services for New Matter m U) Dear Paul: m m We appreciate the opportunity to submit this proposal to provide comprehensive claims-administration services for rn your new matter. Kurtzman Carson Consultants(KCC)serves as the court-appointed claims and noticing agent in S Chapter 11 cases pending throughout the United States.Our unique approach helps streamline the administrative °- aspects of a corporate restructuring case and reduce the administrative burdens on professionals involved in the Z process. v m Our parent company,Computershare—a global market leader in transfer agency and share registration,employee equity plans,proxy solicitation and stakeholder communications,enables KCC to offer its clients solutions such as expanded document production services that can handle hundreds of millions of documents,proxy solicitation 12 solutions,and international reach with 11,000 employees across offices throughout the U.S.,Europe,Asia and U Australia. V m KCC's team assists clients with the following: c Pre-Filing Preparation Services m KCC's team of Consultants assists with,among other tasks:creditor-matrix compilation,relevant notice party list creation,Schedules and SOFA preparation and the design and execution of first-day noticing campaigns.In o addition,KCC creates and hosts a case-specific website to provide access to information and documents to creditors U and to the general public upon filing of a Chapter 11 case.To view examples of our active case websites,visit C N kccllc.net. � U Noticing Services @ KCC helps create,manage,produce and distribute all notices on-time,every time.Through our end-to-end E document production services,KCC offers a seamless production operation that works collaboratively with your in- N house resources.KCC is the only claims agent with its own production facility in Memphis,Tennessee that offers exclusive shipping discounts to clients through our partnership with FedEx,the latest document submission times in Y the industry,and experienced production specialists who have been specifically trained to handle the intricacies of Chapter 11 case documentation and noticing.KCC's team works closely with the company and its professionals to E distribute all necessary notices and other pleadings—including first-day documents,creditor-meeting notices,bar- date notices and plan and disclosure statement notices—in a timely fashion.If needed,KCC can assist with a media :e plan,including placement of legal notices in newspapers,trade journals and other publications to reach key audiences.We also prepare Affidavits of Service for filing with the Court to document the distribution of notices. KvA m Carson Consultants LLC one,U.::sdon Ave,.:.i.7q'L rienr,Now York,New York soon ­(917-291-48M "917-2$1'4900 kmlfecom Packet Pg.254 FA" KURTZMAN C CARSON &.. CONSULTANTS Claims Administration Services As part of the claims-administration process,KCC creates and distributes personalized claim forms to creditors and other interested parties.Once date-stamped and scanned into KCC CaseView,claims can be easily located and claim-activity reports can be quickly generated by KCC's clients and their professionals. KCC also coordinates receipt of proof of claims filed with the Court,provides secure storage for all original proofs of claim,and maintains the official claims register.If needed,KCC's experienced team can help facilitate the claims reconciliation and generate necessary reports to be used as exhibits for claim objections.Where necessary,KCC records claim transfers and provides required notice to all affected parties. m C d Call Center Support Services O° KCC provides full-service communication support services for companies and their professionals engaged in corporate restructuring matters.Deploying KCC's call center specialists to address what can be thousands of m creditor inquiries will significantly reduce the number of such inquiries that make it through to the company and its 2 professionals,allowing them to focus on the day-to-day operation of the business and the big picture challenges of the restructuring process.Our experienced and knowledgeable staff can provide answers to frequently asked questions,claim forms or other document requests and general case information.Our scalable call centers,with 2 locations in Canton,MA and El Segundo,CA,are equipped with thousands of call center specialists who can respond to inquiries in 10 different languages including Spanish,German,French,Chinese,Japanese and Russian 24 _ hours a day,7 days a week.KCC's Call Center Support Services include: i2 V • Set-up and maintenance of dedicated toll-free numbers that are staffed with knowledgeable specialists; • Tracking,recording and reporting of all inbound and outbound call center activity related to a specific case; r • Delivering consistent messaging with scripted responses and real-time access to case data to ensure inquiries are addressed according to case developments;and • Deploying NR(Interactive Voice Response)systems,where appropriate,to educate creditors on important N dates and general case information. 0 U Virtual Data Room Services KCC offers its virtual data room(VDR)solutions to help expedite contract review,streamline asset sales or 0 facilitate legal proceedings in conjunction with the restructuring.Our flexible solutions provide a centralized document repository for authorized users to access at any time from any location. v c Public Securities Management Services £ KCC assists with administering complex transactions involving publicly traded securities. We identify appropriate r shareholders to receive notices as well as distributing solicitation procedures for securities voting. Serving as an Y information agent for exchange and tender offers,KCC can also facilitate rights offeringstsubscriptions,consents and treatment elections. r Balloting&Tabulation Services � KCC devises appropriate strategies to ensure efficient and effective solicitation procedures.The team facilitates the design and printing of customized ballots and coordinates investor outreach initiatives.After ballots are mailed and Q returned,KCC Consultants track the voting process,offer insight into voting trends and provide access to final results. r 2 Kurtz*nan C,,:.�Cona,do"t,LLC o.7 t,,,,Rg un Avenue.3911,Flom New Ya4.Ncw YmN iaan —N:917'a81.4800 x..917-281-49oo kadlemm PacketPg. 255 ^ KURTZMAN CARSON ��. CONSULTANTS Disbursement Services As Disbursing Agent,KCC manages a designated bank account,calculates appropriate distribution amounts for each recipient and coordinates the disbursement of proceeds to creditors.The KCC team helps to develop a sound approach to the distribution process and keeps track of all disbursement activity;authorized users of KCC CaseView can access disbursement reports that include details of recipient data and bank account activity. N d KCC continues to meet the market demand with expanded capacity in Los Angeles,Memphis and New York and 0 with our growing staff in key areas such as Consulting,Production,Operations and Technology.Along with the m global resources of our parent company,Computershare,we are uniquely positioned to expertly handle your new m matter immediately.We always appreciate the opportunity to submit a proposal and hope to become a member of the team.I look forward to hearing from you soon.In the meantime,please review our attached fee structure and Q services agreement and feel free to contact me with any questions. rn .r- Thank you for your time and consideration of KCC. 9 .o Z Regards, -a EN E Francine Gordon v Director,Corporate Restructuring Services !^\ N G t6 N G 0 U c 0 N m U c E N r 3 Y c m E L U m a 3 Kunzman Carson Consultants LLC 59q Lexing�on Ave+:ue.39111 Flom,Nrw York,Ncw Yotic xw2z r-r+ 9172814800 '+ 917-¢84-4" kLdewm N d U Corporate Restructuring d U O 2 Services C R N E .E U N 0) 01 C t0 7 N C O U G O I,U14 KCC N 10 U G R E N 7 Y d E t U R Q 3 3 M A' Packet Pg. 257 N d U_ N N a G d 07 Q Of C U O Z c m N E U N r G R N C O U G 0 N U C t0 E N 7 Y c d L U Q _. n.. Packet Pg. 258 6.J.E N d THE MARKET LEADER m N For more than a decade. KCC has been recognized as the market leader for claims administration and noticing solutions for corporate restructuring matters.Our award-winning services support legal and financial professionals throughout the complexities of Chapter 11 Z case administration. Recognized by the M&A Advisor as the C "Turnaround Product/Service of the Year", KCC has earned the trust E and confidence of our clients with our proven track record as a highly responsive partner. Founded by former corporate restructuring attorneys, KCC approaches each client engagement from the perspective of N professionals. We work with debtors, attorneys, financial 0 advisors and official committees to streamline the Chapter 11 0 N administration process. U c M E N r J Y c m E L U m Q PacketPg. 259 n KCC Corporate Restructuring Services PRE-FILING PREPARATION CALL CENTER SUPPORT KCC helps identify key creditor KCC's award-winning call center is constituencies.KCC can help: equipped to: • Gather data for the creditor matrix • Establish a dedicated toll-free number • to respond to creditor inquiries Frepare Schedules of Assets and.Liabiliiies and Statements of Financial Affairs •Record and report all inbound and outbound calls •Create a case-specific website with pertinent case information •Utilize scripted responses to ensure inquiries are addressed according to • Gather and review all contracts and case developments set-up a virtual data room • Deploy IVR(Interactive Voice Response) systems to inform creditors of case details NOTICING KCC offers the latest document-submission deadlines in the industry to ensure timely notice.Relieve your resources and let KCC: • Formulate and implement strategic noticing strategies • Distribute notices and other documents to interested parties • Facilitate creditor communications about case milestones r i BILLION IN ANNUAL DISBURSEMF'�"!; CLAIMS ADMINISTRATION BALLOTING&TABULATION KCC manages each step of the claims Once interested parties negotiate a Plan of administration process.KCC works Reorganization,KCC assists with Solicitation. closely with you to: Balloting and Tabulation.Our team will: • Distribute and process customized claim •Develop efficient and effective solicitatior forms with creditor-specific information procedures and processes • Assist with the claims reconciliation process • Identify appropriate members for each • Monitor claim transfers and submit voting class activity reports and records • Create creditor-specific ballots and distribute solicitation materials •Track clam objections and maintain official claims registers •Tabulate ballots.provide real-time reporting and certify voting result; DISBURSEMENT Upon Plan confirmation.KCC helps execute the terms of the Plan.KCC can: • Set-up bank accounts with financial institutions • Disburse funds,monitor distributions and reconcile the disbursement process • Provide audited documentation for tax purposes PUBLIC SECURITIES ESCROWS FOR §363 ASSET SALES KCC facilitates exchange/tender offers. Through our affiliate.Computershare rights offerings,consents and treatment Trust Company,N.A..KCC offers escrow elections.Our industry experts will: services.We can: •Distribute Net Operating Loss(NOL)notices • Provide clients with a variety of investment options for their funds,including unique • Assist with Street Name registration and government-backed investment vehicles with various voting practices favorable interest rates •Work with The Depository Trust Company . Finalize the escrow agreement.open an account, (DTC)and non-U.S.depositories to ensure hold assets and distribute funds,as directed accurate distributions • Partner with A-rated financial institutions with a • Coordinate registration and issuance of Tier I capital structure of more than$1 Billion restricted securities with transfer agent, trustees and DTC OFFICIAL COMMITTEES We support Official Committees and their professionals'efforts with the following: • Set-up a custom case website to share case information • Distribute notices and pleadings,including motions filed by Committee professionals • Respond to creditor inquiries(to the extent they do not require legal expertise)via a dedi- cated email or toll-free number staffed la!th knowledgeable case consultants • Develop solicitation and balloting procedures (in the event the Committee proposes a Plan of Reorganization) Meeting Clients' Needs INDUSTRY EXPERTISE PROPRIETARY TECHNOLOGY KCC has served as the leading claims and The corporate restructuring process can noticing agent in hundreds of local and high- involve massive volumes of case information. profile Chapter 11 cases.Our expertise expands KCC's technology platform enables clients across industries.jurisdictions and case types to easily search for Court documents or to —from pre-arranged and pre-packaged bank- conduct precedent searches for similar ruptcies to traditional restructurings—KCC bankruptcy cases.In addition.KCC offers brings a sophisticated knowledge to the claims electronic claims f link for inrreased'iroe and administration process cost efficiencies. PROFESSIONAL-LEVEL CLIENT SERVICE With backgrounds in corporate restructuring financial advisory,accounting,process s - management and technology.the KCC team members are knowledgeable,reliable and accessible partners who have earned a reputation for repeatedly exceeding clients'expectations. E k � 1T, V i i i r P Reach Us 866-381-9100 1 info(ftcclic.com I kccllc.com © 0KCC_Bankruptcy ©facebook.com/kccllc ® www.linkedin.com/company/kurtzman-carson-consultants-llc KCC.EXPECT MORE. ,21r4 KC C S.J.E ^ KURTZMAN CARSON �.. CONSULTANTS KCC CORPORATE RESTRUCTURING FEE STRUCTURE FEES Consulting Services At Rates' Position Hourly Rate 40%Discounted Rate w d Clerical $40.00-$60.00 $24.00-$36.00 Z Project Specialist $80.00-$140.00 $48.00-$84.00 Technology/Programmmg Consultant $100.00-$200.00 $60.00 4120.00 m cn Consultant $125.00-$200.00 $75.00-$120.00 G rn Senior Consultant $225.00-$275.00 $135.00-$165.00 5 U Senior Managing Consultant $295.00 $177.00 0 Z Weekend,holidays and overtime Waived Waived Travel expenses and working meals Waived Waived n m E .m EXPENSES' v ` N Noticing Services Set-up Waived Printing and photocopies $0.10 per image; m Labels $0.05 per image ' N C Electronic noticing(e-mail) $50.00 per 1,0004 0 Electronic noticing(domestic facsimile) $0.10 per page N Claim Acknowledgement Card $0.10 per notice v Insert creditor information into customized documents Waived r A Document folding and inserting Waived Legal notice publishing Quote prior to publishing Y c v E t U m Q t Please note that additional professional services not covered by this proposal will be charged at hourly rates,including any outsoumed services performed under our supervision and control. '-Expenses shall be consistent with the general practice procedures authorized in the District of s Volume discounts will be applied to large mailings. 4 Expense waived for the first 5,000 emails. Kurtzman Carson Consultants LLC 599 Lcamgmn Avenue.39th Floor,New York,NewYorlr iow: w.wr911-2814800 ^ Q'i. k., kccl;CCUm Packet Pg.265 6.J.E <AN KURTZMAN C CARSON �`. CONSULTANTS KCC CORPORATE RESTRUCTURING FEE STRUCTURE Claims Administration&Management Database and System Access(Unlimited users) Waived License fee and data storage $0.10 per creditor per month(all charges waived for first three months) Case-specific public website hosting Waived Creditor import Waived c N Proof of Claim input No per creditor charge °i rn U Document Management/Imaging 'o Z Electronic imaging(scannin &bar-codin g) $0.12 P�imaged page � Virtual data room Quote prior to VDR set-up N CD-ROMs(Mass Document Storage) Varies upon requirements E U N Call Center Support Services 0) Case-specific voice-mail box for creditors Waived c Interactive Voice Response("IVR") Set-up fee waived 3 $0.34 per minute c Monthly maintenance charge Waived C Management of Call Center Standard hourly rates w m U Solicitation,Balloting&Tabulation Services N Set-up,tabulation and vote verification Applicable consulting fees only Y Printing and mailing ballots Subject to above unit pricing for 4 mailing and noticing E U m Q 2 Kahzman Carson Consultants LLC 599 Lr=ngion Arenue.;gth Floor,New York,NewYOrk zocu -11,9i72814800 ­,gi;a81,49w kcdkcom Packet Pg. 266 6.J.E ND KURTZMAN CARSO � CONSUL TANTS S KCC CORPORATE RESTRUCTURING FEESTRUCTURE Public Securities Services • Notice Event-Informational mailings to security holders • Voting Event-Mailing ballots to security holders and tabulating their votes on a plan of reorganization 2 • Corporate Action Event-Mailing election forms to security holders and tabulating the results, e.g.,rights offering elections • Voting and Corporate Action Event-Mailing ballots,which include both a vote and an U election,to security holders and tabulating the results rn c • Security Holder Identification Report .2 0 Z c Disbursements N Check issuance Quote prior to printing E .E W-9 mailing and maintenance of TIN database See hourly rates and noticing U charges v rn Standard and Customized Reporting m The following services are available at consulting rates: • Preparation of Service Lists o • Preparation of Claims Registers&Claims Reports 0 • Claims Reconciliation m • Preparation of Claims Objection Exhibits to • Custom Data Extraction&Forensics N • Preference Data Compilation Y • Preparation of Schedules&SOFA • Preparation of Ballot Tabulations/Disbursements Reports • Contract and Lease Analysis L U N • Preparation of Claim Transfer Reports Q • Preparation of Exhibits to Plan and Disclosure Statement • Preparation of Custom Reports • Other Services as Requested by Client 3 Kurtzman Carson CoowhoMsLLC 599L,xmgton Av nue391.h Flw,,Ne Yo4 N<wYo,kimn • 94'281-4&w '.+9t1.2Rt::o<%: 6C11"CM Packet Pg. 267 6.J.E �" KURTZMAN 0 CARSON O CONSULTANTS KCC AGREEMENT FOR SERVICES This Agreement is entered into as of the_day of 2012,between (together with its affiliates and subsidiaries,the"Company"),' and Kurtzman Carson Consultants LLC(together with its affiliates and subcontractors,"KCC'). In consideration of the premises set forth herein and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,the parties hereto agree as follows: o m Terms and Conditions to r- 1. SERVICES a rn A. KCC agrees to provide the Company with consulting services regarding noticing,claims S management and reconciliation,plan solicitation,balloting,disbursements and any other services o agreed upon by the parties or otherwise required by applicable law,government regulations or Z court rules or orders. m N B. KCC further agrees to provide(i)computer software support and training in the use of E the support software,(ii)KCC's standard reports as well as consulting and programming support m v for the Company requested reports,(iii)program modifications,(iv)data base modifications, O and/or(v)other features and services in accordance with the fees outlined in a pricing schedule provided to the Company(the"KCC Fee Structure"). r' C. Without limiting the generality of the foregoing,KCC may,upon request by the m Company,(i)provide a communications plan including,but not limited to,preparation of N communications materials,dissemination of information and a call center staffed by KCC and/or o (ii)provide confidential on-line workspaces or virtual data rooms and publish documents to such U workspaces or data rooms(which publication shall not be deemed to violate the confidentiality 0 provisions of this Agreement). m U D. The price listed for each service in the KCC Fee Structure represents a bona fide proposal for such services,which may be accepted in whole or in part. Services will be provided when N requested by the Company or required by applicable law,government regulations or court rules C or orders. Services are mutually exclusive and are deemed delivered and accepted by the Y Company when provided by KCC. C N E. The Company acknowledges and agrees that KCC will often take direction from the E Company's representatives,employees,agents and/or professionals(collectively,the"Company U Parties")with respect to the services being provided under this Agreement. The parties agree that Q KCC may rely upon,and the Company agrees to be bound by,any requests,advice or information provided by the Company Parties to the same extent as if such requests,advice or information were provided by the Company. The Company agrees and understands that KCC shall not provide the Company or any other party with any legal advice. t The term Company shall include,to the extent applicable,the Company,as debtor and debtor in possession in its chapter 11 case,together with any affiliated debtors and debtors in possession whose chapter 11 cases are jointly administered with the Company's chapter 11 case. Kurtzman Carson Consultants LLC u;c L.Bn#on Avenue,39th Floor,New York Ncw Yorkio n >917-s8tq&ro 4`917-x81-4900 IKdka Packet Pg. 268 6.J.E " KURTZMAN 4C CARSON CONSULTANTS KCC AGREEMENT FOR SERVICES II. PRICES,CHARGES AND PAYMENT A. KCC agrees to charge and the Company agrees to pay KCC for its services,expenses and supplies at the rates or prices set by KCC and in effect as of the date of this Agreement in accordance with the KCC Fee Structure. KCC's prices are generally adjusted periodically to reflect changes in the business and economic environment. KCC reserves the right to reasonably u increase its prices,charges and rates annually. If any price increases exceed 10%,KCC will give thirty(30)days written notice to the Company. w C d B. The Company agrees to pay the reasonable out of pocket expenses incurred by KCC in M connection with services provided under this Agreement,including but not limited to, rn transportation,lodging,and meals. S o C. In addition to all fees for services and expenses hereunder,the Company shall pay to z KCC(i)any fees and expenses related to,arising out of,or as a result of any error or omission c made by the Company or the Company Parties,as mutually determined by KCC and the N Company,and(ii)all taxes that are applicable to this Agreement or that are measured by E payments made under this Agreement and are required to be collected by KCC or paid by KCC to —° U a taxing authority. D. Where the Company requires services that are unusual or beyond the normal business r practices of KCC,or are otherwise not provided for in the KCC Fee Structure,the cost of such services shall be charged to the Company at a competitive rate. E. KCC agrees to submit its invoices to the Company monthly and the Company agrees that o the amount invoiced is due and payable upon the Company's receipt of the invoice.However, U where total fees and expenses are expected to exceed$10,000 in any single month,KCC may o require advance payment from the Company due and payable upon demand and prior to the n performance of services hereunder. If any amount is unpaid as of thirty(30)days from the v receipt of the invoice,the Company further agrees to pay a late charge,calculated as one and one- m half percent(1-1/2%)of the total amount unpaid every thirty(30)days. In the case of a dispute in N the invoice amount,the Company shall give written notice to KCC within ten(10)days of receipt of the invoice by the Company. The undisputed portion of the invoice will remain due and Y payable immediately upon receipt of the invoice. Late charges shall not accrue on any amounts in dispute. Unless otherwise agreed to in writing,the fees for print notice and media publication (including commissions)as well as certain expenses must be paid at least three(3)days in z advance of those fees and expenses being incurred. m Q F. In the event that the Company files for protection pursuant to chapter 11 of the United States Bankruptcy Code(a"Chapter 11 Filing"),the parties intend that KCC shall be employed pursuant to 28 U.S.C. § 156(c)("Section 156(c)'l and that all fees and expenses due under this Agreement shall be paid as administrative expenses of the Company's chapter 11 estate. As soon as practicable following a Chapter 11 Filing(and otherwise in accordance with applicable law and rules and orders of the Bankruptcy Court),the Company shall cause a motion to be filed with the Bankruptcy Court seeking entry of an order pursuant to Section 156(c)approving this Agreement in its entirety(the"Section 156(c)Order"). The form and substance of the motion 2 Kurtzman Carson Consulianls LLC 59q L,,,n&n Avenue,34th Fleur;Nc to , .sib:nni: �-:c /:-+a kccticrom " KURTZMAN ( CARSON �.. CONSULTANTS KCC AGREEMENT FOR SERVICES and the Section 156(c)Order shall be reasonably acceptable to KCC. If any Company chapter 11 case converts to a case under chapter 7 of the Bankruptcy Code,KCC will continue to be paid for its services in accordance with Section 156(c)and under the terms of this Agreement. G. To the extent permitted by applicable law,KCC shall receive a retainer in the amount of $ (the"Retainer")that may be held by KCC as security for the Company's payment obligations under the Agreement. The Retainer is due upon execution of this Agreement. KCC shall be entitled to hold the Retainer until the termination of the Agreement. Following termination of the Agreement,KCC shall return to the Company any amount of the cw Retainer that remains following application of the Retainer to the payment of unpaid invoices. m rn III. RIGHTS OF OWNERSHIP a c u A. The parties understand that the software programs and other materials furnished by KCC .2 pursuant to this Agreement and/or developed during the course of this Agreement by KCC are the z sole property of KCC. The term"program"shall include,without limitation,data processing programs,specifications,applications,routines,and documentation. The Company agrees not to m N copy or permit others to copy the source code from the support software or any other programs or E materials furnished pursuant to this Agreement. U B. The Company further agrees that any ideas,concepts,know-how or techniques relating to N data processing or KCC's performance of its services developed or utilized during the term of this r Agreement by KCC shall be the exclusive property of KCC. Fees and expenses paid by the Company do not vest in the Company any rights in such property,it being understood that such property is only being made available for the Company's use during and in connection with the services provided by KCC under this Agreement. c 0 U IV. NON-SOLICITATION a N The Company agrees that neither it nor its subsidiaries or other affiliated companies shall directly or indirectly solicit for employment,employ or otherwise retain employees of KCC during the term of this Agreement and for a period of twelve(12)months after termination of this E Agreement unless KCC provides prior written consent to such solicitation or retention. N : Y V. CONFIDENTIALITY c v Each of KCC and the Company,on behalf of themselves and their respective employees,agents, E professionals and representatives,agrees to keep confidential all non-public records,systems, m procedures,software and other information received from the other party in connection with the 4 services provided under this Agreement;provided,however,that if either party reasonably believes that it is required to produce any such information by order of any governmental agency or other regulatory body it may,upon not less than five(5)business days'written notice to the other party,release the required information. O 3 Kurtzman Carson Consultants LLC es:,e;utt t9ooe.New York,New York ioaa2 -- 94-JEt q81y, ,-9i7-2281.490e kecile<om r`Packet Pg. 270 6.J.E KURTZMAN 1� CARSON �.. CONSULTANTS KCC AGREEMENT FOR SERVICES VI. SUSPENSION OF SERVICE AND TERMINATION A. This Agreement shall remain in force until terminated or suspended by either party (i)upon thirty(30)days' written notice to the other party or(ii)immediately upon written notice for Cause(defined herein). As used herein,the term"Cause"means(i)gross negligence or willful misconduct of KCC that causes serious and material harm to the Company's v reorganization tinder chapter 11 of the Bankruptcy Code,(ii)the failure of the Company to pay KCC invoices for more than sixty(60)days from the date of invoice,or(iii)the accrual of v invoices or unpaid services in excess of the retainer held by KCC where KCC reasonably believes rn it will not be paid. rn B. In the event that this contract is terminated,regardless of the reason for such termination, KCC shall coordinate with the Company and,to the extent applicable,the clerk of the Bankruptcy S Court,to maintain an orderly transfer of record keeping functions and KCC shall provide all o U necessary staff,services and assistance required for an orderly transfer. The Company agrees to Z pay for such services in accordance with KCC's then existing prices for such services. If such termination occurs following entry of the Section 156(c)Order,the Company shall immediately ° N seek entry of an order(in form and substance reasonably acceptable to KCC)that discharges E KCC from service and responsibility under Section 156(c)and this Agreement. .2 U CC1 C. Any data,programs,storage media or other materials furnished by the Company to KCC or received by KCC in connection with the services provided under the terms of this Agreement r may be retained by KCC until the services provided are paid for,or until this Agreement is terminated with the services paid in full. The Company shall remain liable for all fees and expenses imposed under this Agreement as a result of data or physical media maintained or stored 3 by KCC. KCC shall dispose of the data and media in the manner requested by the Company. c The Company agrees to pay KCC for reasonable expenses incurred as a result of the disposition v of data or media. If the Company has not utilized KCC's services under this Agreement for a o period of at least ninety(90)days, KCC may dispose of the data or media,and be reimbursed by the Company for the expense of such disposition,after giving the Company thirty(30)days' t j notice. Notwithstanding any term herein to the contrary,following entry of the Section 156(c) Order,the disposition of any data or media by KCC shall be in accordance with any applicable E instructions from the clerk of the Bankruptcy Court,local Bankruptcy Court rules and orders of r the Bankruptcy Court. Y VII. SYSTEM IMPROVEMENTS a� E s KCC strives to provide continuous improvements in the quality of service to its clients. KCC, therefore,reserves the right to make changes in operating procedure,operating systems, Q programming languages,general purpose library programs,application programs,time period of accessibility,types of terminal and other equipment and the KCC data center serving the Company,so long as any such changes do not materially interfere with ongoing services provided to the Company in connection with the Company's chapter 11 case. 4 Kurtzman Canon Consultants LLC 599 Lcn,&ton Avenpa,39!h Flow New Tad.New York toou r.:,e g:r.aA:ryN.. .,.y a8i-,qo keelleeom Packet Pg. 271 6.J.E KURTZMAN (C CARSON �.. CONSULTANTS KCC AGREEMENT FOR SERVICES VIII. BANK ACCOUNTS At the Company's request,KCC shall be authorized to establish accounts with financial institutions in the name of and as agent for the Company. To the extent that certain financial products are provided to the Company pursuant to KCC's agreement with financial institutions, KCC may receive compensation from such financial institutions for the services KCC provides d pursuant to such agreement. m IX LIMITATIONS OF LIABILITY AND INDEMNIFICATION rn c m A. The Company shall indemnify and hold KCC,its affiliates,members,directors,officers, employees,consultants,subcontractors and agents(collectively,the"Indemnified Parties") rn harmless,to the fullest extent permitted by applicable law,from and against any and all losses, u claims,damages,judgments,liabilities and expenses(including reasonable counsel fees and 0 expenses)(collectively,"Losses')resulting from,arising out of or related to KCC's performance z under this Agreement. Such indemnification shall exclude Losses resulting from KCC's gross c negligence or willful misconduct. Without limiting the generality of the foregoing,Losses N include any liabilities resulting from claims by any third-parties against any Indemnified Party. E The Company shall notify KCC in writing promptly upon the assertion,threat or commencement E U of any claim,action,investigation or proceeding that the Company becomes aware of with respect to the services provided by KCC under this Agreement. The Company's indemnification CD obligations hereunder shall survive the termination of this Agreement. B. Except as provided herein,KCC's liability to the Company or any person making a claim m through or under the Company for any Losses of any kind,even if KCC has been advised of the possibility of such Losses,whether direct or indirect and unless due to gross negligence or willful a misconduct of KCC,shall be limited to the total amount billed or billable to the Company for the v portion of the particular work which gave rise to the alleged Loss. In no event shall KCC's o liability to the Company for any Losses,whether direct or indirect,arising out of this Agreement exceed the total amount billed to the Company and actually paid to KCC for the services v contemplated under the Agreement. In no event shall KCC be liable for any indirect,special or m consequential damages such as loss of anticipated profits or other economic loss in connection E with or arising out of the services provided for in this Agreement. r Y C. The Company is responsible for the accuracy of the programs,data and information it or any Company Party submits for processing to KCC and for the output of such information. KCC does not verify information provided by the Company and,with respect to the preparation of E E schedules and statements,all decisions are at the sole discretion and direction of the Company. @ The Company reviews and approves all schedules and statements filed on behalf of,or by,the Q Company;KCC bears no responsibility for the accuracy or contents therein. The Company agrees to initiate and maintain backup files that would allow the Company to regenerate or duplicate all programs and data submitted by the Company to KCC. D. The Company agrees that except as expressly set forth herein,KCC makes no representations or warranties,express or implied,including,but not limited to,any implied or express warranty of merchantability,fitness or adequacy for a particular purpose or use,quality, productiveness or capacity. lv 5 Kurtzman Carson Consuhanls LLC Sgy LC�mgton A%enuc.7gth f'Ioor.Ncwl 'r PY.VU=e o -; ., gyp g9 �g.,,� 94-1,„'_410;1 kcdlQcom 6.J.E KURTZMAN CARSON O .. CONSULTANTS KCC AGREEMENT FOR SERVICES X. FORCE MAIEURE Whenever performance by KCC of any of its obligations hereunder is materially prevented or impacted by reason of any act of God,strike,lock-out or other industrial or transportation disturbance,fire,lack of materials,law,regulation or ordinance,war or war condition,or by reason of any other matter beyond KCC's reasonable control,then such performance shall be excused and this Agreement shall be deemed suspended during the continuation of such m prevention and for a reasonable time thereafter. 'n 5 XI. INDEPENDENT CONTRACTORS a m The Company and KCC are and shall be independent contractors of each other and no agency, S partnership,joint venture or employment relationship shall arise,directly or indirectly,as a result o of this Agreement. z v c XII. NOTICES N E All notices and requests in connection with this Agreement shall be given or made upon the —° respective parties in writing and shall be deemed as given as of the third day following the day it v is deposited in the U.S.Mail,postage pre-paid or on the day it is given if sent by facsimile or electronic mail or on the day after the day it is sent if sent by overnight courier to the appropriate address set forth below: c A Kurtzman Carson Consultants LLC Company m 2335 Alaska Ave. Address o El Segundo,CA 90245 City, ST Zip v Attn: Drake D. Foster Attn: 0 Tel: (310)823-9000 Tel: Fax:(310)823-9133 Fax: v E-Mail: dfoster@kccllc.com _ ra E Or to such other address as the party to receive the notice or request so designates by written r notice to the other. Y XIII. APPLICABLE LAW E Z The validity,enforceability,and performance of this Agreement shall be governed by and R construed in accordance with the laws of the State of California. Q XIV. ENTIRE AGREEMENT/MODIFICATIONS Each party acknowledges that it has read this Agreement,understands it,and agrees to be bound by its terms and further agrees that it is the complete and exclusive statement of the agreement between the parties,which supersedes and merges all prior proposals,understandings,other agreements,and communications oral and written between the parties relating to the subject matter of this Agreement. The Company represents that it has the authority to enter into this `�✓ 6 Kurtzman Canon Consultants LLC t99 Lc•:ngton Avenue,3901 Floor,New York.New York i000: Sp=F:44 .r:28:-49W, keaile-CUm Packet Pg.273 �C" R C SON CARSON �.. CONSULTANTS KCC AGREEMENT FOR SERVICES Agreement,and the Agreement is non-dischargeable under any applicable statute or law. If any provision of this Agreement shall be held to be invalid,illegal or unenforceable,the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby. This Agreement may be modified only by a written instrument duly executed by an authorized representative of the Company and an officer of KCC. N d XV. COUNTERPARTS;EFFECTIVENESS Z This Agreement may be executed in two or more counterparts,each of which will be deemed an ur original but all of which together will constitute one and the same instrument. This Agreement will become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties,which delivery may be made by exchange of copies of the signature rn page by facsimile or electronic mail. 0 XVI. ASSIGNMENT Z a c This Agreement and the rights and duties hereunder shall not be assignable by the parties hereto m N except upon written consent of the other,with the exception that this Agreement can be assigned E without written consent by KCC to a wholly-owned subsidiary or affiliate of KCC. U XVII. ARBITRATION m rn Any controversy or claim arising out of or relating to this Agreement,or the breach thereof,shall be settled by arbitration in accordance with the rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s)shall be entered in any court having jurisdiction thereof For that purpose,the parties hereto consent to the jurisdiction and venue of an appropriate court located in Los Angeles County, State of California. t j c 0 XVIII. ATTORNEYS' FEES m U In the event that any legal action,including an action for declaratory relief,is brought to enforce m the performance or interpret the provisions of this Agreement,the parties agree to reimburse the E prevailing party's reasonable attorneys' fees,court costs,and all other related expenses,which N may be set by the court in the same action or in a separate action brought for that purpose,in Y addition to any other relief to which the prevailing party may be entitled. 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V G O +r o ro o ° °1 u a ra m ' • Q � C T 2 O 0 v Imo- � +_% .I -- 4� wJ a � c a ra aJ a, � f6 y U L p aJ aJ •j, >` u uu C ru Qj y a C Q O ra -0 >, / 3�� � fn SUNDAY, JULY 15, 2012 , `'� TODAY Riga 86/01 ;Melds. ! \ � 1 r* 7: San Bernard in coupons County's No INSIDE SUNSI \ V7 'v�7 P"m 717\ d N rp I i fy f i Is S85UN COM _a • A C� VIDEO: Mayor Pat pQ Q_,A}�a•�0•f` This once Morris and City VI Attorney lames F. Penman address the S� ,411-America City city's authorize decision to bankrutcy,e bankruptcy, , Publics Safety officials w, struggled for decades.=.- weigh rr p t L GALLERIES: before heading-into bankruptcy Ph�o`yfrom throughout .STORIFY:Social media THREAT: Pensions, R By Joe Nelson and Ryan Hagen accounts of the news of u !F + - Staff Writers San Bernardino's loss of tax revenue U L ' bankruptcy plan. P an Bernardino's fall was not S put other Cities at r i`4 �? fast r TWITTER: loin f!!A risk for bankruptcy. tif£p if 14 The city has struggled for the conversation.Tweet off more than 30 years with a with hashtag oy Christina Vlliacorte SIP �G Jti/ declining job base,dwindling #SBbankruptcy. aff Writer BIt55 yob, - business community and a housing stock. e TIMELINE: Major events (— 'Us a three-decade long city's history. o N CIO N �] N O i i a O z n o O • > Z O D t . , 5 � o-° � E a� a.g g2 �p z En 90awm °o xIt 7w E-; 8, . a n � � ° Aaoyom._ ge° wN ❑< mar�at d , .a 8 oA2. 5$ oL°.g �e�.. ° `°"o7 o•f°e nR'aos � Cd � » 000wxw 1� n 3 T m °.0 m nn r L �0 .n Di-Om T ' OO ry m [C4 o w2ry rvao R 1�Y ti a7s �. to `z r n Tmm Ln /. ` d�nn � dm A3 Q3 'w'` � wtz Z m � N»6 3 + a00 ,v dC, -_-So %%j NCW m O tl1 m ` T O-.d �m 3� m 'D mom_ w^ /T� J 7 dN-.� N-. n NO ry lV IT1 r rnw � � ow� S. 3,4 gp3NV m $, �gxgd d d ZM NZyn» _ J,'< 47 O• ' RIO VC1 g m7T � anmy dmw C �' m p �' I `6.;i E O � y G S d = � `'ao 0• o'm _w � Q• 3� J• [�10 I pfl � a O 122* o C ° Hbna S?•� en7o,w ym m �e 7 0 0.°� Rt pogm pew S � mo ry � �m1a � o1Sc7��o °0 � d"�agoSGoy o ° OG °0 '2wy_p8 O no 5m rill c .o�c' ^G U' wwo Fes ' a^A g�� 'cl E.°eo l0 � �• � d - "�fi _ 'mm N ° owm tTy.B'br o t CD< m CL nu O go� o' m°° a ° a y w :.£ ` w o . �.a e'� •, '°.t5. 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F y p eatmng the legal iv the nuioe in 1010 tasn.The move followed of the council leaning May of[hove it the pxC d to declare benkmptcy my negminticad that cancedrd Sa Bcaa has 30 days to councll chamb.appeueduwned ,, gmckton,the vgrth.California '$10 million from employee ad Zak bankmp[ry pmtxm oo m feM1 as Pa.named of.potential 4 City of needy 300,000,become the slashed the varkgrce by 20 pm- eN cadt The city manager suit city shddawa and mass canes of largest"a it filedfor bsvkrWtry Car ova the last foryeus. city mtomey expect U Was a city employ.ifthecaundl failed 1une28 Ma or Punk Moms deaible mimmwofunce year internal-M o a Y B Y g to step cite blabvg. Ti.matt 4-74 vole wv led the City's villdget u is fire fill' ,a Sao B, Is it Y flea.and "!he city neeb-0teuhing mom vGr� P�0 Jo council nmmb. RMar Nn blatal the b n cam ov sou- er a from bakm t i'd8 ad the bottom Ime i1 we tsnnto Yr/EO fNa Johnson, Virginia Marques, gaging ropers efimbhguirm'.'� Ciry anom<y Lm Penman defwlt v out payments to Rabat levkioa ad Wendy plungiv8 PmpedY to tetwe abA dorms "mw wtY sun@ falu ed employ. wgou violating.the MsQaauk voting m favomfthe the Imo of m eiinwd Sl0 al- pas nardu going law" ^I' p•.y .than,war Demon Shores ad It..I.sale rebvelo'navt(unb I yamtomvkeilvppeuthu a .0lreday+ mntgg wanl tense 11 di f�s 3B1 .p Chu Kelley voting no and John "Were prepedvg to make cue vo was he the a an from+tan to finish,and hundreds _ a Wldvtaabatasning. acorn the bgW Pas is going to it vaa mmnmg cites.: SwRANKRI)PIUYP:oWA4 The City Council mWe the dri- be v severe finmcial haircut for the see tr s tie wba� .. +ion dumg d +poCiat mocties 0.Berm a.'bax City. Manage FDA Approves First Rapid, If can bmambo tldebns Gnlwptey,M weub W qd thIM C.IMtmb Andrea Miller told them See CRY mdoseura.m rmkd,joining Stockton end MUnmaq Lakes Bermuda. hit animal bableto Flow,vits ad may catbe able. City faced prospect of !"6 everything from huge budge make n. Augur payroll with e , missing payroll—Bond tits a sloshing n City stall bodge+in then xrmma lhav$45 Take-home HIV Test the Sat Bing employee Cry Council buftet m the next Bard yes. market risks? finally raid of option.11hnnhy Thecity es shrkldby 15,7 pa- - Sen Bernardino,CA night and voted to file for manici cat unemploymnmt,5,000 home , -_ pal bam kplry. it fote and clo+de pltanmWi.g lu By Christ levlsler The City of 210,000 people will snvaw. It wn repornd by An sock Chommgpnotation.making analysis that for the pair 20 yews �,•- { ~ Pacing v 045-mill.can budget a the third Confront city-after the revaw have lagged behind ...�� e Maoatb Iskn adgs arms-in mE= ,honfall ad Act drap.tAy try the expenditures and jet •taw '�` -7 Icss than mo vaJse to make the ti€ Riverside's Center for, Social Justice & Civil Liberties Opens z` k a ri.<� tfr ( ��.sA ..`.rte t� � t,1�� 1� .,. • � yp�� ' s� 1 g t 7%1 rl. it yips- • Nationally known HNIAIDS activist and AIDS+urviver Carlo B Iby with Dr...YBIMd C.Jordan,•Ltd Angelis phYaicla and adding nuarthor on AIDS In African AmMdnn community.Belly up Pnt-tnnu HN FRIDAY MAY 25 2M TODAY'S OUTLOOK: INLAND: 63150 MOUNTAINS: 50131 DESERT:83157 COMPLETE LOCAL FORECAST'118 TIE PRESS -ENTERPRISE INLAND SOUTHERN CALIFORNIA'S NEWSPAPER k NOW PLAYING 'State tells airpopt e a net to eXpect f t . �.. Check out where entertainers antl bands will Perform in the Inland region this summer.TaE IMMPEM r Bill w to /��\ restore Ci revenue JL stalls The legislation to get - vehicle-license fees es four FLY AWAY STUfRM Riverside County to co couldn't The state says$432 million that the Inland Valley Development Agency wanted to use to further develop San Bernardino International Pass a state Senate committee Airport doesn't fly untler new redevelopment law.IVDA could lose: SACRAMEN BY JIM MILUX ,Arav $400 million ' "� $10 million $15.5 BABrIlc(0_Le�elaben to re- million $6 million store melfone of donars m vehicle- Airport caphal improvements for Airline incentive to be license-fee revenue for tow River- the next 10 years including road fines, offered to one of the first Improvements to Construction of the side County cities has staled N the expanded cargo and general aviation commercial n-of the t hall 3rd and 5th streets state Senate and la likely dead for facilities and airfield u ratles Mt.View Bridge the Pg regular Tights at the airport yeaz. Friday,May 25,is the deadline for Sena teAppropria ions Committee e- San Bernardino agency wanted $432 million in redevelopment money for imp ��� as appropriations committees.The Senate Appropriations Committee provements reviewed dozens of measures that had been parked le is"suspense" BY EIMBEBLaThP'iBCFALI thorides have had to prove why few hundred former redevelop- Wets and more. file because of legislation's cer- Imianeam,m.,,, they should get to keen oruoerty