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HomeMy WebLinkAbout2014-054 1 RESOLUTION NO. 2014-54 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY 3 OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN ENGAGEMENT OF LEGAL SERVICES LETTER AND WAIVER OF CONFLICT LETTER BETWEEN 4 WENDEL ROSEN BLACK & DEAN AND THE CITY OF SAN BERNARDINO FOR LEGAL SERVICES IN THE MEDCAL TAX ALLOCATION MATTER 5 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE 6 CITY OF SAN BERNARDINO AS FOLLOWS: 7 8 SECTION 1. The Mayor of the City of San Bernardino is hereby authorized and 9 directed to execute on behalf of said City an Engagement of Legal Services Letter and a Waiver 10 of Conflict Letter between Wendel Rosen Black & Dean and the City of San Bernardino for i l legal services in the MedCal Tax Allocation matter, copies of which are attached hereto and 12 incorporated herein respectively as Exhibits "A" and "B." 13 SECTION 2. The authorization granted by this Resolution shall expire and be void 14 and of no further effect if the agreement is not executed by both parties and returned to the 15 Office of the City Clerk within sixty(60) days following the effective date of this Resolution. 16 SECTION 3. The firm of Wendel Rosen Black & Dean is hereby designated as a 17 representative of the City of San Bernardino for the purposes of reviewing the confidential tax 18 file(s) in this matter. 19 /// 20 /// 21 /// 22 /// 23 /// 24 /// 25 /// 26 /// 27 /// 28 1 2014-54 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY 2 OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN ENGAGEMENT OF LEGAL SERVICES LETTER AND WAIVER OF CONFLICT LETTER BETWEEN 3 WENDEL ROSEN BLACK & DEAN AND THE CITY OF SAN BERNARDINO FOR LEGAL SERVICES IN THE MEDCAL TAX ALLOCATION MATTER 4 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and 5 6 Common Council of the City of San Bernardino at ai°int regular meeting thereof, held on 7 the 17th day of March , 2014, by the following vote,to wit: 8 Council Members: AYES NAYS ABSTAIN ABSENT 9 MARQUEZ x 10 11 BARRIOS x 12 VALDIVIA x 13 SHORETT x 14 NICKEL 15 JOHNSON x 16 17 MULVIHILL x 18 19 Georgea Hanna amity Clerk 20 The foregoing Resolution is hereby approved this /5' day of March , 2014. 21 °A- Caef.AA9 22 R. Carey D is, Mayor 23 City of San Bernardino Approved as to form: 24 Gary D. Saenz, City Attorney 25 26 y \ By: �i(..0,\ 27 28 2 2014-54 ENDEL R OSEl'i 1 1 1 1 Broadway,24th Floor T: 510-834-6600 www.wendel.com Oakland, CA 94607-4036 F: 510-808-4662 lhausrath@wendel.com RI ACK&D IAN.] February 26, 2014 Salvador V.Navarrete, Esq. Kenneth R. Hunt City Attorney City Manager City of Lathrop City of Fontana 390 Towne Centre Drive Fontana City Hall Lathrop, CA 95330 8353 Sierra Avenue Fontana, CA 92335 Gary D. Saenz, Esq. City Attorney City of San Bernardino City Hall 300 North "D" Street San Bernardino, CA 92418 Re: Engagement of Legal Services: MedCal Tax Allocation Matter with BOE and City of Ontario Dear Mr. Navarrete, Mr. Saenz, and Mr. Hunt: This letter confirms our agreement concerning our legal services and the fee arrangements for those services. 1. Scope of Engagement. We will provide the legal services reasonably required in connection with MedCal Tax Allocation Matter involving the Board of Equalization and the City of Ontario. Our work is limited to such services, including services rendered at your request on this matter prior to the date of this letter. We will provide legal services for additional matters that you request provided we agree in writing to perform that additional work. Your engagement of this firm for legal representation in these matters ends when we are no longer performing active legal services in these matters (typically, when you are no longer receiving invoices for new work on a regular, continuing basis). 2. Conflicts of Interest; Communication. We have made a check for conflicts of interest, based upon the information you provided. Currently, we have found no conflicts of interest except as noted herein. Because circumstances change, we all must be continually alert to the development of any conflicts. Please inform us immediately if you become aware of a conflict or potential conflict. In addition, where we will represent or advise more than one individual or entity as a client or where there could be any potential for conflicting interests in our representation, it is necessary that you provide us all relevant information on this subject. Full information about possible conflicts is central to our agreement to provide these legal 003604.0010\3469049.1 2014-54 Salvador V. Navarrete, Esq. WENDEL,ROSEN, BLACK&DEAN LLP Gary D. Saenz, Esq. Kenneth R. Hunt February 26, 2014 Page 2 services (and possibly to our ability to undertake this representation, under the rules of professional conduct). As the primary contact with our law firm, you will be responsible for communicating all relevant information and decisions between our firm and all persons who are to be kept informed. Required information and consents relating to our representation of multiple clients is contained in a separate letter to each of you. With respect to the City of Lathrop, this letter specifically authorizes Wendel, Rosen to continue to provide legal services to the owners/developers of River Island in any dealings with the City of Lathrop, including, without limitation,the formation of a Geological Hazard Abatement District, even if such representations might be considered actually or potentially adverse to the City. The City of Lathrop agrees that this Representation shall not create any conflict of interest such as to disqualify Wendel, Rosen from its ongoing and future representations of River Island in Lathrop so long as such representations are unrelated to the subject matter of this action and we have not received any confidential information from you relating to such matter(s). 3. Retainer. Our usual practice is to require a retainer for each engagement to cover a portion of the anticipated attorneys' fees and costs. Due to the nature of this matter, the firm has waived the requirement of a retainer at this time. 4. Fees and Personnel. Our fees will be based on our standard hourly billing rates. We bill for our time in increments of one-tenth of an hour. All time spent on your behalf is billed. This includes the time we spend on research and analysis, consultation, telephone conferences, emails, travel, conferences, meetings, court appearances, depositions and drafting documents. If more than one of us attends a meeting, each will charge for the time spent. While we may make good faith efforts to estimate potential fees, fee estimates are not precise and actual fees can vary significantly from any estimate. Consequently, our fees are not limited to the amount of any estimate. Our present hourly rates range from $225 to $575 for attorneys and from $140 to $195 for paralegals, law clerks, and case clerks. Hourly rates are subject to reasonable change, usually at the beginning of each year. Although we expect that I will be primarily responsible for advising and representing you, we may enlist in your representation the services of other attorneys and personnel employed or associated with the firm. This agreement retains the legal services of our law firm and not of a particular attorney. The attorneys' fees and costs in this matter will be paid by the Cities as follows: a. City of Lathrop, 38%. b. City of Fontana, 7%. c. City of San Bernardino, 55%. These percentages are based upon the relative amounts of claims presented to the Board of Equalization for recover of taxes in the MedCal matter. Should one client elect to terminate 003604.0010\3469049.1 2014-54 Salvador V. Navarrete, Esq. WENDEL,ROSEN, BLACK&DEAN LLP Gary D. Saenz, Esq. Kenneth R. Hunt February 26, 2014 Page 3 its participation of this litigation, the remaining clients agree to pay the terminating client's share of future fees and costs pro rata to their share of the total, and new percentages will be calculated. 5. Ancillary Charges. In addition to our hourly fees, we will charge you a fee for services and items that are, in our judgment, reasonably necessary for your representation. You agree to pay us for all such services and items, which include, by way of example only, document copying and scanning, facsimile transmission and receipt, computerized legal research, expert fees, travel expenses, postage, messenger and overnight courier fees, and long- distance telephone and teleconferencing charges. All services or items over $500 will require advance or direct payment. 6. Billing and Payment. We send monthly invoices describing our services and fees and costs due. Occasionally, however, we may defer billing for a given month (or months) if the accrued fees and costs do not warrant current billing or if other circumstances would make it appropriate to defer billing. If questions arise about an invoice,please telephone or write me so that we may discuss any questions (at no charge) while recollections are fresh. Invoices are due upon receipt. 7. Interest on Late Payments. Invoices not paid within 30 days of receipt will be assessed interest at the rate of 10%per annum 45 days after the date of the invoice, until paid. In no event will the interest exceed the maximum rate allowed by law on delinquent payments. 8. Attorneys' Lien. The firm will have and you hereby grant a lien as security for all amounts owed to the firm against any recovery we obtain on your behalf, whether by settlement, arbitration award,judgment or otherwise. This lien could delay payments to you or receipt by you of some or all of the money you may obtain as a result of our services until any dispute over the amounts to be paid to us is resolved. YOU ACKNOWLEDGE THAT BEFORE SIGNING THIS AGREEMENT YOU HAVE BEEN ADVISED OF THE TERMS OF THIS LIEN PROVISION AND OF YOUR RIGHT TO CONSULT INDEPENDENT COUNSEL OF YOUR CHOICE, AND THAT YOU HAVE BEEN GIVEN A REASONABLE OPPORTUNITY TO SEEK SUCH ADVICE. 9. Privacy. We are committed to maintaining privacy and protecting any information of a confidential nature that is communicated to us and protecting against its unauthorized use. In order to help you preserve your privacy, confidentiality, and attorney-client privilege, please be aware that if you use email, cordless or cellular phones, or similar devices to communicate private or sensitive information, such communications are not completely secure. 10. Documents, Files, and Materials. At the conclusion or termination of our services in a given matter, you may ask for and obtain any of your records, documents or other materials that we might have. If you do not request return of your files, you understand that we undertake no obligation to store or safeguard closed files, nor any other documents or materials remaining in our possession after conclusion or termination of our services in a matter. Such 003604.0010\3469049.1 2014-54 Salvador V. Navarrete, Esq. WENDEL, ROSEN,BLACK&DEAN LLP Gary D. Saenz, Esq. Kenneth R. Hunt February 26, 2014 Page 4 items may be discarded or destroyed at our sole discretion. While we ordinarily retain our closed files for a period of time, if we do this, it is strictly for our own convenience. 11. Dispute Resolution. The venue for disputes of any nature between us shall be Alameda County, California. If there is a dispute regarding our fees,we will comply with the California Rules of Professional Conduct and Section 6200 et seq. of the Business and Professions Code, and you will be provided with the opportunity to participate in the Fee Arbitration Program offered by the Alameda County Bar Association. If you do not choose to participate in that program or if the dispute is not fully and finally resolved through that program, then the dispute shall be finally decided in the Alameda County small claims court(if the amount in dispute is $5,000.00 or less), or by a single neutral arbitrator who is an attorney or retired judge, mutually acceptable to the Parties or appointed by ADR Services, Inc. ("ADR") (if the amount in dispute is greater than $5,000.00). Any other dispute arising out of or related to this agreement or our professional services shall also be finally decided by a single neutral arbitrator who is an attorney or retired judge, mutually acceptable to the Parties or appointed by ADR. The Arbitration Rules of ADR shall apply to any dispute for which the arbitrator is appointed by ADR, and any such arbitration shall be held in Oakland, California. It is further agreed that neither client nor attorney may appeal the arbitrator's decision, unless the award is in excess of$200,000. Any such appeal shall be conducted by the Judicial Arbitration and Mediation Service ("JAMS") pursuant to JAMS' Optional Arbitration Appeal Procedures. 12. Termination of Services. You may terminate our services at any time by written notice. After receiving such notice, we will immediately cease our representation other than such services as may be reasonably necessary for an orderly transition of the matter. Similarly, we may terminate our services at any time by written notice, including, without limitation, in the event of nonpayment of our invoices. We will cooperate with you in the transfer of files and records to your new counsel. In pending litigation matters, you will need to sign a substitution of attorney. If our services are terminated, you will remain responsible for all fees and costs incurred prior to termination and for fees and costs incurred in connection with an orderly transition of the matter, including, without limitation, such services as may be necessary or appropriate in a litigation matter until a substitution of attorney is executed and approved by the court. Fees thereafter will be paid by the remaining clients as set forth in paragraph 4 above. 13. No Guarantee of Outcome. Please understand that any comments made by us about the potential outcome of this matter are expressions of opinion only. Such comments and opinions are not guarantees about any results. If a particular result is not obtained, this does not relieve you of your obligation to pay in full for services rendered and fees and costs incurred. 14. Entire Agreement. This letter contains our entire agreement concerning the legal services you have engaged us to provide as described in Section 1 of this letter, our fee arrangements for them, and all related matters. The terms of this letter agreement fully replace all prior understandings or arrangements we have had about this matter, if any. Any modifications or additions to this letter agreement must be agreed to in writing by us. 003604.0010\3469049.1 2014-54 Salvador V. Navarrete, Esq. WENDEL, ROSEN,BLACK&DEAN LLP Gary D. Saenz, Esq. Kenneth R. Hunt February 26, 2014 Page 5 15. Authority. As the person signing this letter agreement, you warrant and represent that you have the full power and authority to execute this letter agreement and that the terms of this letter are binding. You acknowledge that you have read this entire written agreement, that you have understood all of its provisions, and that all necessary changes and clarifications were made to your satisfaction in this letter agreement, before you signed it. If these terms are satisfactory, please sign the enclosed copy and return it to us in the postage-paid envelope provided. If you send a signed copy of this letter to us by facsimile or email, that copy will also be considered the same as an original. For your records, our taxpayer ID number is 94-1123744. Please call me at any time regarding questions you may have about our services or billing practices. Very truly yours, WENDEL, ROSEN, BLACK&DEAN LLP Les A. Hausrath These terms are accepted as of the date of this letter. CITY OF LATHROP By: Salvador V. Navarrete, City Attorney CITY OF FONTANA By: Kenneth R. Hunt, City Manager CITY OF S BERN O Jam` By: R. Carey D is, Mayor 003604.0010\3469049.1 2014-54 Salvador V.Navarrete, Esq. WENDEL,ROSEN,BLACK&DEAN LLP Gary D. Saenz, Esq. Kenneth R.Hunt February 26, 2014 Page 5 15. Authority. As the person signing this letter agreement, you warrant and represent that you have the full power and authority to execute this letter agreement and that the terms of this letter are binding. You acknowledge that you have read this entire written agreement,that you have understood all of its provisions, and that all necessary changes and clarifications were made to your satisfaction in this letter agreement, before you signed it. If these terms are satisfactory,please sign the enclosed copy and return it to us in the postage-paid envelope provided. If you send a signed copy of this letter to us by facsimile or email,that copy will also be considered the same as an original. For your records, our taxpayer ID number is 94-1123744. Please call me at any time regarding questions you may have about our services or billing practices. Very truly yours, WENDEL,ROSEN, BLACK 8,DEAN LLP f � Les A. Hausrath These terms are accepted as of the date of this letter. CITY OF LATHROP By: Salvador V.Navarrete, City Attorney CITY OF FONTANA By: Kenneth R. Hunt, City Manager CITY OF SA■ :ERNARD'10 By: R. Carey Da-v.., Mayor 003604.0010\3482923.1 2014-54 WR ENDEL R c►S E N 1 1 11 Broadway,24th Floor T: 510-834-6600 www.wendel.com Oakland, CA 94607-4036 F: 510-808-4662 lhausrath@wendel.com BLACK&DEAN ue February 26, 2014 Salvador V.Navarrete, Esq. Kenneth R. Hunt City Attorney City Manager City of Lathrop City of Fontana 390 Towne Centre Drive Fontana City Hall Lathrop, CA 95330 8353 Sierra Ave. Fontana, CA 92335 Gary D. Saenz, Esq. City Attorney City of San Bernardino City Hall 300 North "D" Street San Bernardino, CA 92418 Re: Representation of Multiple Clients: MedCal Tax Allocation Matter With BOE and City of Ontario Dear Mr. Navrrete, Mr. Saenz and Mr. Hunt: We are delighted that Wendel, Rosen, Black& Dean LLP ("Wendel, Rosen") will have the opportunity to provide legal representation to the Cities of Lathrop, Fontana and San Bernardino in connection with the MedCal Tax Allocation matter(the "Representation"). This letter discusses certain potential consequences flowing from the fact that the City of Lathrop,the City of Fontana and the City of San Bernardino have asked Wendel, Rosen to represent them in this matter. It also confirms that the City of Lathrop, the City of Fontana and the City of San Bernardino have consented to such joint representation ("the Representation") pursuant to the terms described below. 1. Professional undertaking We will do our utmost to serve all clients effectively, vigorously and efficiently. It is understood that at this juncture we are representing only the City of Lathrop, the City of Fontana and the City of San Bernardino in this matter and not anyone else associated with you unless we later agree otherwise and the agreement is specifically memorialized in writing. 2. Pros and cons of joint representation Under Rule 3-310(C)(1) of the Rules of Professional Conduct(the "Rules"), we need to disclose to you the pros and cons of representing more than one client in a particular matter, any actual conflicts of interest we perceive and any potential conflicts that we can identify. After disclosing that information to you, we need to obtain the informed written consent to our joint 003604.0010\3468964.1 2014-54 Salvador V. Navarrete, Esq. WENDEL,ROSEN, BLACK&DEAN LLP Gary D. Saenz, Esq. Kenneth R. Hunt February 26, 2014 Page 2 representation of all of our clients in this matter. As noted above,joint representation has advantages and disadvantages. It can provide the City of Lathrop, the City of Fontana and the City of San Bernardino with economic and tactical advantages. For example,joint representation is obviously less expensive than if each client retained separate counsel, and it is typically more efficient to have one counsel rather than multiple counsel involved. On the downside, whenever lawyers represent a group of clients in a matter, it is possible that the lawyers might emphasize the interests of the group over the individual clients' respective interests or might favor the interests of some of the individual clients over those of the others, despite the lawyers' best efforts not to do so. Given the nature of this case that possibility seems very unlikely here. Another point you should be aware of in deciding whether to agree to the joint representation is that all of client's communications with Wendel, Rosen about the Representation will be privileged with regard to the outside world, but they will not be privileged vis-à-vis each other. In other words, unless the other clients agree, you cannot tell us something about this matter and ask us to keep it secret from our other client(s) in this same matter. As long as we represent multiple clients in this matter, there will be no privilege shielding our discussions with you about the Representation from the other client(s) we are representing in this matter. Likewise, if any of our clients in this matter were to sue each other in connection with this matter, then the law would not allow one client to invoke the privilege against the other client as to any information which one client had disclosed to Wendel, Rosen about this matter while Wendel, Rosen was jointly representing all clients on this matter. Indeed, if such a lawsuit arose, we might be required, under section 962 of the California Evidence Code, to divulge such information in that litigation. All this does not mean that we will always tell each client each detail about this matter. We are obligated to keep our clients informed of significant developments, but can and will use our discretion and professional judgment about what information to pass on. 3. Actual conflicts At present, we see no actual conflicts of interest among the City of Lathrop, the City of Fontana and the City of San Bernardino and you have told us that they do not either. In fact, all three cities believe that their interests in this matter are aligned because: • all three cities have the same interest in achieving the best possible result in terms of receiving the disputed tax revenues. If you are presently aware of any differences in client's positions vis-à-vis the other clients that could make it difficult for us jointly to represent all in the Representation, you must notify us immediately. Otherwise, we are entitled to conclude that you see none and that you want Wendel, Rosen to jointly represent all of you. 003604.0010\3468964.1 2014-54 Salvador V. Navarrete, Esq. WENDEL,ROSEN,BLACK&DEAN LLP Gary D. Saenz, Esq. Kenneth R. Hunt February 26, 2014 Page 3 4. Future conflicts If we believe that any situations ripen into future conflicts, we will bring this to your attention, so that you can decide whether that client wishes to obtain independent counsel. All clients agree to do likewise. If a conflict or dispute were to develop among our clients in this matter, we would have to address and try to resolve the conflict between their interests. But at that point, absent written consent from each of our clients in this matter, there is a risk that we might be disqualified from representing any of them in this matter. To avoid that result, we are asking for all clients' consent as set forth below. 5. Termination of the representation Each client is free to terminate the representation at any time. Wendel, Rosen reserves the right to terminate our representation at any time for any reason. Wendel, Rosen also reserves the right to limit the scope of the Representation to exclude issues causing a conflict if, in our view, such a conflict would prevent us from adequately fulfilling our responsibilities to all clients. However, Wendel, Rosen may need to withdraw if a conflict arises, and we reserve the right to terminate our representation at any time for any other reason. If either of us terminates the Representation, this could mean that one client would have to retain new counsel to represent it. In that case, we will work with that client to minimize any disruption and make a smooth transition to new counsel. 6. Payment of fees The attorneys' fee and costs in this matter will be paid by the Cities as follows: a. City of Lathrop, 38%. b. City of Fontana, 7%. c. City of San Bernardino, 55%. These percentages are based upon the relative amount of claims presented to the Board of Equalization for recovery of taxes in the MedCal matter. Should one client elect to terminate its participation in this litigation, the remaining clients agree to pay the terminating client's share of future fees pro rata to their share of the total, and new percentages will be calculated. 7. Conclusion If you agree to the Representation on the terms described in this letter, you must signify its informed consent by signing below and returning this letter to us. You may, of course, seek independent counsel (outside of Wendel, Rosen) regarding the import of this consent, and we emphasize that you remain completely free to seek independent counsel at any time even after you sign the consent set forth below. You agree, however, that your decision to retain independent counsel will not in any way prevent Wendel, Rosen from continuing to represent some or all of the other clients named in this letter pursuant to the above discussion. 003604.001013468964.1 2014-54 Salvador V. Navarrete, Esq. WENDEL, ROSEN, BLACK&DEAN LLP Gary D. Saenz, Esq. Kenneth R. Hunt February 26, 2014 Page 4 If you are concerned that our joint representation of all three cities and the other co-clients might compromise the independence of our professional judgment with regard to your interests on this matter,that it might interfere with our attorney-client relationship with you in this matter, or that it might otherwise affect our representation of you in any way, it is essential that you raise that issue with us now. Otherwise, we will rely on your signature below as expressing your consent to the joint representation described above, on the terms and conditions noted above, despite the risks noted above. If you raise a concern later, the only practical remedy may be for us to withdraw from representing you while continuing to represent our other client(s) in this matter. I look forward to working with you on this matter and thank you for the opportunity to serve the cities of Lathrop, Fontana and San Bernardino. Should you have any questions, please feel free to call me. Very truly yours, WENDEL, ROSEN, BLACK& DEAN, LLP Les A. Hausrath I have read the foregoing, understand it and, by signing below, give my consent on behalf of the City of Lathrop to the Representation on the terms and conditions set forth above. Dated: By: Salvador Navarrete, City Attorney, on behalf of City of Lathrop I have read the foregoing, understand it and, by signing below, give my consent on behalf of the City of Fontana to the Representation on the terms and conditions set forth above. Dated: By: Kenneth R. Hunt, City Manager, on behalf of City of Fontana I have read the foregoing, understand it and, by signing below, give my consent on behalf of the City of San Bernardino to the Representation on the to an. co .itions s- o h above. Dated: ,est.e-rte !4 Zv l y By: R. Carey Davis, i ayor, on behalf of City of San Bernardino 003604.0010\3468964.1 2014-54 Salvador V. Navarrete, Esq. WENDEL,ROSEN,BLACK&DEAN LLP Gary D. Saenz, Esq. Kenneth R. Hunt February 26, 2014 Page 4 If you are concerned that our joint representation of all three cities and the other co-clients might compromise the independence of our professional judgment with regard to your interests on this matter, that it might interfere with our attorney-client relationship with you in this matter, or that it might otherwise affect our representation of you in any way, it is essential that you raise that issue with us now. Otherwise, we will rely on your signature below as expressing your consent to the joint representation described above, on the terms and conditions noted above, despite the risks noted above. If you raise a concern later,the only practical remedy may be for us to withdraw from representing you while continuing to represent our other client(s) in this matter. I look forward to working with you on this matter and thank you for the opportunity to serve the cities of Lathrop, Fontana and San Bernardino. Should you have any questions,please feel free to call me. Very truly yours, WENDEL, ROSEN, BLACK & DEAN, I.I_.P Les A. Hausrath I have read the foregoing,understand it and, by signing below, give my consent on behalf of the City of Lathrop to the Representation on the terms and conditions set forth above. Dated: By: Salvador Navarrete, City Attorney, on behalf of City of Lathrop I have read the foregoing, understand it and,by signing below, give my consent on behalf of the City of Fontana to the Representation on the terms and conditions set forth above. Dated: By: Kenneth R. Hunt, City Manager, on behalf of City of Fontana I have read the foregoing,understand it and,by signing below, give my c•• ent on behalf of the City of San Bernardino to the Representation on the to . • co ditions s- fo h above. Dated: A.c- 19, z°(V By: • R. Carey Davis, ayor, on behalf of City of San Bernar• no 003604.0010\3482926.1