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HomeMy WebLinkAboutKiesel Boucher Larson, LLP and Baron and Budd, P.C. - 2008-11-17Council/Agency Meeting Held: % Z137- OD Deferred/Continued to: O-Approved on n�l� Ap roved ❑ Denied /tJ /0 Our- OF �C lerk igna e Council Meeting Date: 11/17/2008 Department ID Number: CA 08-14 CITY OF HUNTINGTON BEACH REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: HONORABLE MAY AND CITY COUNCIL MEMBERS SUBMITTED BY: JENNIFER MCGRA ity Attorney PREPARED BY: JENNIFER MCGRA ity Attorney SUBJECT: Approval of Retainer Agreement with Outside Counsel to Collect the Unpaid Transient Occupancy Taxes from the Online Travel Companies Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Attachment(s) Statement of Issue: Whether the City should hire outside counsel to represent the City in collecting the unpaid transient occupancy taxes ("TOT" or "tax") from the online travel companies (the "online companies"). Funding Source: Not applicable. Recommended Action: Motion to: Authorize the City Attorney to execute a retainer agreement with the law firms of Kiesel Boucher Larson LLP and Baron & Budd, P.C. (collectively, "Kiesel Boucher") to represent the City in collecting the unpaid tax from the online companies. Alternative Action(s): Do not authorize the City Attorney to execute the retainer agreement with Kiesel Boucher. �%3 REQUEST FOR CITY COUNCIL ACTION MEETING DATE: 11/17/2008 DEPARTMENT ID NUMBER: CA 08-14 Analysis: Like other cities, Huntington Beach imposes a hotel tax. HBMC section 3.28.030 states that, "each transient [hotel customer] is subject to and shall pay a tax on the rent charged by the operator" of the hotel. In dispute is the practice of online companies like Hotels.com, Expedia, and others, to buy rooms from the hotels at wholesale prices and sell the rooms to customers at retail prices. The online companies collect the tax from the customers in the form of undifferentiated "fees," but remit the tax to the hotels based on the wholesale prices they paid for the rooms. The hotels then pay the cities the tax collected not on the prices the customers paid, but on the prices the hotels sold the rooms to the online companies. The lawsuit by the California cities began when Los Angeles hired Kiesel Boucher to sue the online companies. In December 2004, the City of Los Angeles, on behalf of itself and all other California cities, filed a class action lawsuit against 17 online companies (such as Hotels.com, Travelocity, Orbitz, and Expedia) claiming that they failed to pay the proper amount of tax. In February 2006, the City of San Diego filed a similar lawsuit, which was consolidated with the City of Los Angeles case. The online companies contend that they are not subject to the cities' TOT ordinances because they do not "operate" the hotels. The online companies also argue that the "rent" charged for the room is the wholesale prices they pay the hotel for the rooms, not the retail prices the customers pay the online companies for the rooms. The judge overseeing these consolidated cases has stayed the lawsuits, instead directing the cities to individually determine the amount of the tax due. Thus, for a city to obtain recovery for the alleged underpayment of tax, that city must first initiate and complete a process to determine the amount of unpaid tax. It is recommended that the City Council approve an agreement retaining Kiesel Boucher to represent the City in all legal proceedings to collect the past due tax. Kiesel Boucher already has been hired by many California cities (including Los Angeles, San Diego, Anaheim, and Newport Beach). Kiesel Boucher will dictate the order of when each of its cities will proceed through the process to determine the amount of tax owed to that individual city. Depending on the order of how Kiesel Boucher proceeds, it probably will take many months before Huntington Beach is involved in its process with the online companies. Under the general terms of the retainer agreement, Kiesel Boucher will work on a contingency fee basis of thirty percent (30%) of the gross recovery collected by the City, limited to the amount of past due, but unpaid tax owed to the City. Kiesel Boucher will seek an order for payment of attorneys' fees from the online companies, which attorneys' fees award will be included in the gross recovery amount used to determine the 30% contingency fee. Kiesel Boucher's attorneys' fees will be either the 30% contingency fee or the attorneys' fee award (if any), whichever is higher. As the litigation proceeds, Kiesel Boucher will pay all -2- 11/3/2008 3:55 PM REQUEST FOR CITY COUNCIL ACTION MEETING DATE: 11/17/2008 DEPARTMENT ID NUMBER: CA 08-14 the litigation costs, which could be substantial given the number of experts used. The City will have to pay the costs out of its share of any recovery. However, if the City does not prevail, then Kiesel Boucher will not seek from the City any of its attorneys' fees or costs it paid. The retainer agreement has been prepared by Kiesel Boucher and negotiated by the City Attorney. It is substantially similar to ones entered into with the cities of Anaheim and Newport Beach. As such, it does not contain any of the standard terms set forth in the City's standard professional services agreement, including the City's indemnification and insurance provisions. While contingency agreements between outside attorneys and public entities have been challenged, last month the Orange County Superior Court rejected a lawsuit by the online companies challenging the legality of Anaheim's retainer agreement with Kiesel Boucher. Strategic Plan Goal: Provide quality public services with the highest professional standards to meet community expectations and needs, assuring that the City is sufficiently staffed and equipped overall. Environmental Status: Not applicable. Attachment(s): -3- 11/4/2008 8:43 AM Attachment I _ LEGAL SERVICES AGREEMENT 1. Parties. This "Agreement" is made and entered this/Ith day of November, 2008, by and among Kiesel Boucher Larson, LLP and Baron & Budd, P.C. (collectively "Special Counsel") and the City of Huntington Beach, a municipal corporation of the State of California (the "City"). 2. Retention of Firms Rather Than Particular Attorney. The City is retaining Special Counsel, and attorney services to be provided to the City will not necessarily be performed by any particular attorney. However, Paul R. Kiesel shall be the primary attorney at Special Counsel communicating with the City and shall not be replaced without the City's prior written permission. 3. Term. This Agreement, which is intended to fulfill the requirements of California Business and Professions Code section 6147, will begin on the date indicated above and will -continue until the completion of the Litigation (defined below). 4. Scope. The City hereby retains Special Counsel to represent it in litigation seeking damages, attorneys' fees, costs, and all other appropriate relief for the non-payment or underpayment to the City of transient occupancy taxes by online booking companies such as Hotels.com, Expedia.com, Travelocity, and others, whether the action proceeds in the civil court system or before any federal, state, or municipal administrative or governmental agency, department, or board (collectively, the "Litigation"). The City Attorney, as the chief legal officer for the City, is charged with representing the City in legal proceedings with respect to which it has an interest. As provided herein, Special Counsel is authorized to take appropriate legal steps to prosecute the Litigation as it pertains to liability, damages, civil penalties, injunctive relief, interest, and restitution/disgorgement of profits and to participate in any settlement negotiations. The City will be truthful and cooperative with Special Counsel, disclose to Special Counsel all facts relevant to the Litigation, keep Special Counsel reasonably informed of developments, and be reasonably available to attend any necessary meetings, depositions, preparation sessions; hearings, and trial. The City designates John M. Fujii, Esq., Senior Deputy City Attorney, and Scott F. Field, Assistant City Attorney, as the authorized representatives to direct Special Counsel and to be the primary individuals to communicate. with Special Counsel regarding the subject matter of Special Counsel's representation of the City under this Agreement. This designation is intended to establish a clear line of authority and to minimize potential uncertainty, but not to preclude communication between Special Counsel and other representatives of the City. Special Counsel must obtain prior approval from the City concerning all substantive matters related to the Litigation including, without limitation, dispositive motions, initiation of any proceedings (including the filing of any lawsuits), selection of consultants and experts, and resolution of a part or all the Litigation, including any Page 1 of 7 partial or full dismissals and any partial or full settlements (as set forth in paragraph 18 below). The City agrees to consult in good faith with Special Counsel prior to making a recommendation regarding any such substantive matter. 5. Resources. Special Counsel will provide sufficient resources, including attorney time, to prosecute the Litigation faithfully and with due diligence. Legal services under this Agreement will be performed only by competent personnel under the supervision and in the employment of Special Counsel, or retained by Special Counsel as consultants. To assist in the prosecution of the case, the City will provide sufficient assistance to Special Counsel to calculate damages and gather other reasonably necessary information on the transient occupancy tax. 6. Conflicts. The City may be joined in a class action. Therefore, the City might be serving as a representative of a class of government entities seeking similar relief. The City and Special Counsel acknowledge that other individual government entities may seek to become named parties in the Litigation and be represented in the Litigation by Special Counsel. The City recognizes that there may be potential conflicts or actual conflicts of interest if Special Counsel represents other government entities within the case. The City understands that it would be to its benefit for other parties to become named parties as it may enhance the case and lower expenses for the City. Accordingly, when presented with a potential or actual conflict of interest that may occur as a result of Special Counsel representing other government entities in this or similar litigation, the City will not unreasonably withhold its consent to a waiver of such potential or actual conflicts of interest. 7. Representation of Related Interests. Special Counsel shall have the right to represent other municipalities, governmental agencies, or governmental subdivisions in other transient occupancy tax actions or similar litigation without the consent of the City, subject to the Rules of Professional Conduct relating to conflicts of interest. 8. Compensation. The employment of Special Counsel will be on a contingency fee basis. Specifically, if Special Counsel is successful in obtaining and collecting a recovery for the City -- whether by settlement, arbitration award, Court judgment, or otherwise -- Special Counsel will receive attorneys' fees in the amount of Thirty Percent (30 %) of the Gross Recovery (defined below). This fee is not set by law but is negotiable between the City and Special Counsel. The sole contingency upon which the City will pay compensation to Special Counsel is a recovery and collection on behalf of the City, whether by settlement, arbitration award, Court judgment, or otherwise. The City and Special Counsel intend to seek an order for payment by the defendants of the City's attorneys' fees and Costs (as defined in paragraph 10 below), if the City prevails, in whole or in part, in the Litigation. The City agrees to use its best efforts to support any such application. If the amount of the statutory fee awarded as reimbursement for Special Counsel's time and effort, and collected from the defendants, exceeds the amount called for under the contingency fee calculation, Page 2 of 7 Special Counsel shall retain all of the statutory fee awarded and collected as a reasonable fee, in lieu of the contingency fee. If the amount of the statutory fee awarded as reimbursement for Special Counsel's time and effort, and collected from the defendants, is less than the amount called for under the contingency fee calculation, Special Counsel shall receive as a reasonable fee the amount called for under the contingency fee calculation in lieu of the statutory fee, and the City shall retain the statutory fee. 9. "Gross Recovery" and "In Kind" Defined. The term "Gross Recovery" shall include, without limitation, any monetary payments ordered to be made and collected, and the fair market value of any property or services ordered to be transferred or rendered and received by the City from the defendants to the Litigation or their insurance carrier(s), whether by settlement, arbitration award, Court judgment, or otherwise, without reduction for recovery of Costs (as defined in paragraph 10), that relate to the past transient occupancy tax or other fees that have not been paid to the City by the online booking companies prior to the date of settlement, arbitration award, or Court judgment. Gross Recovery shall also include any statutory attorneys' fees paid by the defendants. If payment of any part of the relief received by the City will be in the form of property or services ("In Kind"), the value of such property and services for purposes of calculating the Gross Recovery shall be calculated based on the present value, as of the time of the settlement, the final arbitration award, or final Court judgment, of the In Kind relief to be received thereafter. The attorneys' fees for the value of the In Kind relief shall be paid out of the City's collection of any initial lump -sum payment by the defendants. If the initial lump -sum payment is insufficient to pay the attorneys' fees in full, the balance will be paid from the City's collection of subsequent payments on the recovery before any distribution to the City. If the parties disagree with respect to the value of any In Kind relief, they will proceed as follows: Within thirty (30) days, each party will select an appraiser qualified to conduct an appraisal of the value of the In Kind relief. Each party's selected appraiser will thereafter meet and confer. If resolution of the dispute is not reached within sixty (60) days of the initial meet and confer, the appraisers will select a third qualified appraiser within fifteen (15) days. The third appraiser's valuation will be final and binding on the parties. Each party will pay for its selected appraiser, and pay fifty percent (50%) of the cost of the third appraiser. Notwithstanding the foregoing, if there is no money recovery and the City receives In Kind relief, attorneys' fees will be based on the value of the In Kind relief, which will be determined through the mutual agreement of the parties. If the parties disagree with respect to the value of any In Kind relief, they will proceed with an appraisal process as set forth above. If there is no money recovery, and only In Kind relief, all attorneys' fees and Costs due Special Counsel under this Agreement shall be paid from City funds at the time of recovery and collection. Page 3 of 7 10. Costs. It will be necessary for Special Counsel to incur and advance certain court costs and other types of expenses for the City. These Costs and other expenses may include, but are not limited to, the following: filing and service fees; costs for investigative services; travel expenses (including air fare, ground transportation, vehicle mileage, lodging, and meals); deposition expenses and court reporter fees; outside trial services providers; trial equipment rental and operation fees; preparation of exhibits and graphics; the costs of briefs and transcripts on appeal; and miscellaneous copying, postage, shipping, and courier expenses. In addition, it will be necessary to employ expert witnesses. The City agrees that Special Counsel may, in its discretion, employ and pay these expert witnesses, and that such expenditures shall be included within Costs. The City agrees to reimburse Special Counsel for all reasonable Costs out of its share of the Gross Recovery after recovery and collection to the extent provided herein. The City understands that Special Counsel may incur certain expenses, including, for example, expenses for travel, experts, and copying that jointly benefit multiple clients. The City agrees that Special Counsel may divide such expenses among such clients on a reasonable basis, and deduct the City's portion of those expenses from the City's share of any collected recovery. Special Counsel may, in its discretion, allocate the expenses equally among the relevant clients, pro rata based on each client's share of the relief obtained, or on any other reasonable basis of which all affected clients are fully informed in writing. In some instances, it may be necessary for Special Counsel to retain special outside counsel to assist on matters other than prosecuting the City's claims as described in paragraph 4 above. (Examples of such instances include the following: a defendant may seek bankruptcy protection; a defendant may attempt to fraudulently transfer some of its assets to avoid paying the City's claim; a complex, multi -party settlement may require an ethics opinion from outside counsel; or a separate lawsuit may need to be filed against a defendant's insurance company). The City agrees that Special Counsel, with prior written permission of the City, may retain such special outside counsel to represent the City when Special Counsel deems such assistance to be reasonably necessary. In such an instance, the fees of such special outside counsel shall be advanced by Special Counsel, shall be deemed a part of Costs, and as such shall be reimbursed to Special Counsel by the City from its share of the collected Gross Recovery. If there is no collected recovery, Special Counsel will be solely responsible for payment of Costs. If the City's recovery and collection is insufficient to cover all Costs, Special Counsel shall be solely responsible for the payment of the excess Costs. 11. Reasonableness. The City and Special Counsel have discussed the reasonableness of the contingency fee provided for in this Agreement, as opposed to use of an hourly rate, a fixed fee, quantum meruit, or some other possible basis for calculating the attorneys' fees to be paid to Special Counsel. The City and Special Page 4 of 7 Counsel agree that under all the circumstances a contingency fee is the most reasonable and equitable way to compensate Special Counsel in light of the effort required and the risks to be undertaken in the Litigation. The City and Special Counsel further understand that the substantial effort required to prosecute the action and the substantial Costs to be incurred by Special Counsel may not be compensated for or reimbursed if there is no recovery and collection. Therefore, the City agrees that it will not contest the reasonableness or fairness of this contingency fee agreement. 12. Possible Efforts by Defendants to Invalidate Agreement. The City and Special Counsel are aware that in the past defendants in litigation involving public entities have challenged and sought to invalidate contingency fee agreements between public entities and outside counsel. The City and Special Counsel believe that any such challenges to this Agreement lack merit and that this contingency fee agreement is valid and in the public interest. The City Attorney agrees to join Special Counsel in opposing any such challenge. However, in the event that this contingency fee agreement is found to be invalid, Special Counsel agrees to continue to represent the City in the Litigation with the understanding that, if there is no recovery and collection, the City will owe nothing for attorneys' fees or Costs. If there is a recovery (including collection of the recovery), and this contingency fee agreement is found to be invalid, the City shall pay a reasonable fee for the services rendered, plus Costs. In no event shall the amount of the reasonable fee for the services rendered, plus Costs, exceed the amount recovered and collected by the City. If the parties are unable to agree on the reasonable fee for the services rendered, or for any other disputes arising under this Agreement (except for the appraisal process used to determine any dispute of the value of the In Kind relief in paragraph 9 above), such disputes shall first be mediated before arbitration proceedings are initiated before the Judicial Arbitration and Mediation Services ("JAMS"). 13. Division of Attorneys' Fees. Special Counsel will divide the attorneys' fees received for the legal services provided under this Agreement 50% to Kiesel, Boucher & Larson, LLP and 50% to Baron & Budd, P.C., and the City consents to this division as indicated by the signature of the City Attorney below. Special Counsel may further divide this fee with other law firms. The City is informed that, under the Rules of Professional Conduct of the State Bar of California, such a division may be made only with the City's written consent after a full disclosure to the City in writing that a division of fees will be made and of the terms of such division. The City will not unreasonably withhold approval of associate counsel retained by Special Counsel or unreasonably refuse to consent to a proposed division of fees among counsel. 14. Legal Services Specifically Excluded. Special Counsel does not agree to provide any representation beyond that described in paragraph 4. In particular, the City agrees that Special Counsel has no obligation or responsibility to provide representation in defending any legal action against the City commenced by any person in connection with claims brought against the City related to the Litigation. If the City wishes to retain Special Counsel to provide any legal services not provided under this Agreement, a Page 5 of 7 separate written agreement between Special Counsel and the City will be required, following negotiation of and agreement on the additional compensation to be paid by the City for that representation. 15. Assignment. This Agreement may not be assigned by Special Counsel. Special Counsel is expressly employed because of its unique skills, ability, and experience and, therefore, it is understood that no substitution or assignment may be made unless the City Attorney expressly approves such substitution or assignment in writing. 16. Attorneys' Lien. Special Counsel will have a lien to the fullest extent of California law for attorneys' fees and Costs on all claims and causes of action that are the subject of its representation of the City under this Agreement and on all proceeds of any recovery collected (whether by settlement, arbitration award, Court judgment, or otherwise). 17. Withdrawal of Attorney. Special Counsel may withdraw as permitted under the Rules of Professional Conduct of the State Bar of California. The circumstances under which the Rules permit such withdrawal include, but are not limited to, the following: (a) the City gives its prior written consent; (b) the City's conduct renders it unreasonably difficult for Special Counsel to carry out the employment effectively; or (c) the City fails to pay attorneys' fees or Costs as required by this Agreement. If Special Counsel properly withdraws from representing the City because it is required to do so by the Rules of Professional Conduct, the City agrees to compensate Special Counsel for the reasonable value of the legal services provided, plus reimbursement for Costs. In such a situation, both attorneys' fees and reimbursement of Costs will be paid by the City to Special Counsel at the time of recovery and collection by the City; provided, however, the City is only obligated to compensate Special Counsel if there is a recovery and collection of the recovery. In no event shall the amount of the reasonable attorneys' fees, plus Costs, exceed the amount recovered and collected by the City. The City may discharge Special Counsel at any time, with or without cause. If the City discharges Special Counsel, the City agrees to compensate Special Counsel for the reasonable value of the legal services provided plus reimbursement for Costs; provided, however, the City is only obligated to compensate Special Counsel if there is a recovery and collection of the recovery. In no event shall the amount of the reasonable attorneys' fees, plus Costs, exceed the amount recovered and collected by the City. 18. Settlement. Special Counsel will not settle the City's claims without the prior written approval of the City, which will have the absolute right to accept or reject any settlement. Special Counsel will notify the City promptly in writing of the terms of any settlement offer received by Special Counsel. On the other hand, the City can settle any or all of the City's claims without Special Counsel's approval, although the City will consult with Special Counsel before entering into any such settlements. 19. Confidentiality. This Agreement establishes the relation of attorney -client among Page 6 of 7 the parties hereto. Special Counsel is to hold all money and property of the City in trust for the City's benefit, is not to divulge its confidences, and is entitled to the candid cooperation of the City's employees in all matters related to the Litigation. 20. Disclaimer of Guarantee. Although Special Counsel may offer an opinion about possible results regarding the subject matter of this Agreement, Special Counsel cannot guarantee any particular result. The City acknowledges that Special Counsel has made no promises about the outcome and that any opinion offered by Special Counsel in the future will not constitute a guarantee. 21. Execution. It is understood and agreed that this Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original for all purposes, but all of which shall constitute one and the same Agreement, and a copy signed by Special Counsel and the City is being provided to the City at the time of execution. Each undersigned represents and warrants its signature hereinbelow has the power, authority, and right to bind their respective parties to each of the terms of this Agreement. 22. Governing law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it. Any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, California. 23. Entire Agreement. This Agreement fully expresses all understandings of the parties concerning all matters related to their agreement for specialized legal services, and this Agreement constitutes the entire agreement and understanding between the City and Special Counsel for the services to be performed. SPECIAL COUNSEL: Kiesel Boucher & Larson LLP Paul R. Kiesel CITY: City of Huntington Beach, a municipal corporation of the State of California Jennifer McGrath, Q,D City Attorney �l ` COUNTERPART Page 7 of 7 the parties hereto. Special Counsel is to hold all money and property of the City in trust for the City's benefit, is not to divulge its confidences, and is entitled to the candid cooperation of the City's employees in all matters related to the Litigation. 20. Disclaimer of Guarantee. Although Special Counsel may offer an opinion about possible results regarding the subject matter of this Agreement, Special Counsel cannot guarantee any particular result. The City acknowledges that Special Counsel has made no promises about the outcome and that any opinion offered by Special Counsel in the future will not constitute a guarantee. 21. Execution. It is understood and agreed that this Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original for all purposes, but all of which shall constitute one and the same Agreement, and a copy signed by Special Counsel and the City is being provided to the City at the time of execution. Each undersigned represents and warrants its signature hereinbelow has the power, authority, and right to bind their respective parties to each of the terms of this Agreement. 22. Governing law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it. Any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, California. 23. Entire Agreement. This Agreement fully expresses all understandings of the parties concerning all matters related to their agreement for specialized legal services, and this Agreement constitutes the entire agreement and understanding between the City and Special Counsel for the services to be performed. SPECIAL COUNSEL: Kiesel Boucher & Larson LLP Paul R. Kiesel in Is] ICA City of Huntington Beach, a municipal corporation of the State of California Page 7 of 7 Jennifer McGrath, City Attorney RCA ROUTING SHEET INITIATING DEPARTMENT: City Attorney's Office SUBJECT: Retainer Agreement COUNCIL MEETING DATE: November 17, 2008 RCA ATTACHMENTS .r STATUS a Ordinance (w/exhibits & legislative draft if applicable) Attached ❑ Not Applicable Resolution (w/exhibits & legislative draft if applicable) Attached ❑ Not Applicable Tract Map, Location Map and/or other Exhibits Attached ❑ Not Applicable Contract/Agreement (w/exhibits if applicable) Attached (Signed in full by the City Attorney) Not Applicable ❑ Subleases, Third Party Agreements, etc. Attached ❑ (Approved as to form by City Attorney) Not Applicable Certificates of Insurance (Approved by the City Attorney) Attached ❑ Not Applicable Fiscal Impact Statement (Unbudgeted, over $5,000) Attached ❑ Not Applicable Bonds (If applicable) El Notached t Applicable Staff Report (If applicable) Attached t Applicable Commission, Board or Committee Report (If applicable) Attached ❑ Not Applicable Findings/Conditions for Approval and/or Denial Attached ❑ Not Applicable EXPLANATION F : yl.. MISSING ATTACHMENTS REVIEWED RET04Ntb FOR RDED Administrative Staff ( ) Deputy City Administrator (Initial) ( ) ) City Administrator (Initial) ( ( ) City Clerk ( ) O. (Below Space For City Clerk's Use Only) RCA Author: Jennifer McGrath, City Attorney City ®f Huntington Beach 2000 Main Street o Huntington Beach, CA 92648 OFFICE OF THE CITY CLERK JOAN L. FLYNN CITY CLERK November 19, 2008 Kiesel, Boucher, Larson 8648 Wilshire Blvd. Beverly Hills, CA 90211 To Whom It May Concern: Enclosed for your records is a copy of the Legal Services Agreement between the City of Huntington Beach and Kiesel Boucher Larson, LLP and Baron & Budd, P. C. for assisting the city in collecting the unpaid tax from the online companies. Sincerely, JF:pe Enclosure: Agreement G: followup:agrmtltr Sister Cities: Anjo, Japan • Waitakere, New Zealand (Telephone: 714-536-5227 )