10000000920

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STRADLING YOCCA
CARLSON & RAUTH
LAWYERS
SANTA MONI CA
STIPULATION
DOCSOC/1583985v2/200430-0003

PAUL R. GLASSMAN (State Bar No. 76536)
LAURA L. BUCHANAN (State Bar No. 156261)
KATHLEEN D. DeVANEY (Sate Bar No. 156444)
STRADLING YOCCA CARLSON & RAUTH
A Professional Corporation
100 Wilshire Blvd., Suite 440
Santa Monica, CA 90401
Telephone: (424) 214-7000
Facsimile: (424) 214-7010
E-mail: pglassman@sycr.com
lbuchanan@sycr.com
kdevaney@sycr.com

JAMES F. PENMAN (State Bar No. 91761)
OFFICE OF THE CITY ATTORNEY
300 N. D STREET, Sixth Floor
San Bernardino, CA 92418
Telephone: (909) 384-5355
Facsimile: (909) 384-5238
E-mail: Penman__Ja@sbcity.org
Attorneys for Debtor
City of San Bernardino

UNITED STATES BANKRUPTCY COURT
CENTRAL DISTRICT OF CALIFORNIA
RIVERSIDE DIVISION
In re:
CITY OF SAN BERNARDINO,
CALIFORNIA,
Debtor.
Case No. 6:12-bk-28006-MJ

Chapter 9

STIPULATION RE DEBTORS VOLUNTARY
PRODUCTION OF DOCUMENTS IN
SUPPORT OF ITS AMENDED STATEMENT
OF QUALIFICATIONS

[No Hearing Required]

Case 6:12-bk-28006-MJ Doc 170 Filed 09/18/12 Entered 09/18/12 14:07:50 Desc
Main Document Page 1 of 13
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STRADLING YOCCA
CARLSON & RAUTH
LAWYERS
SANTA MONI CA
STIPULATION
DOCSOC/1583985v2/200430-0003
This Stipulation is made and entered into by and between debtor City of San Bernardino,
California (the City or Debtor), on the one hand, and San Bernardino City Professional
Firefighters Local 891 (SBCPF) on the other hand, with reference to the following:
A. On August 1, 2012, the City filed its Voluntary Petition under Chapter 9 of the
Bankruptcy Code (the Code) on an emergency basis.
B. On August 9, 2012, the City filed its Motion For Entry Of An Order (1)
Directing And Approving Form Of Notice; And (2) Setting Deadline For Filing Objections To
Petition; Memorandum Of Points And Authorities In Support Thereof (Objection Deadline
Motion) which was scheduled for hearing on August 17, 2012.
C. In an effort to resolve numerous objections filed by multiple parties to the
Objection Deadline Motion, the City reached a compromise with various objecting parties that
resulted in the addition of paragraph 5 to the Order Directing And Approving Form Of Notice
And Setting Deadline For Filing Objections To The City Of San Bernardino, Californias
Petition entered on August 24, 2012 (Objection Deadline Order), which paragraph provides,
inter alia, that any motion related to limited discovery must be filed and served by no later
than 5:00 p.m. on September 11, 2012.
D. The City understands the importance of providing, and has stated its desire to
provide, relevant documents to interested parties with a stake in the future of the City in an effort
to avoid objections to its eligibility to be a debtor under Chapter 9 of the Code, and the
significant time and expense necessary to litigate any such objections, which the City has stated
it believes will be a substantial financial drag on the City that it has little ability to withstand and
detrimental to the City and all interested parties by delaying, impairing and hindering the Citys
ongoing efforts to stabilize its precarious and dire financial condition. The SBCPF reserve its
rights to disagree with the statement in this paragraph made by the City.
E. The City has stated that the Citys voluntary production of documents described
in this Stipulation will be made using the Citys best efforts in light of the fact that the Citys
personnel and financial resources are severely strained as the City continues to work to stabilize
its finances and undergoes personnel losses in connection with planned layoffs resulting from
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STRADLING YOCCA
CARLSON & RAUTH
LAWYERS
SANTA MONICA
-2-
STIPULATION
DOCSOC/1583985v2/200430-0003
implementation of certain aspects of the Pre-Pendency Plan. The SBCPF reserve its rights to
disagree with the statement in this paragraph made by the City.
F. Counsel for the SBCPF and counsel for the City wish to avoid consuming this
Courts time and resources litigating issues respecting whether a contested matter presently
exists and if not whether any right to discovery exists under the Federal Rules of Bankruptcy
Procedure prior to the creation of a contested matter by reason of the filing of an objection to the
Citys eligibility for relief under Chapter 9.
G. Without any waiver, relinquishment, or abandonment by the City or SBCPF of
any or all of their respective legal rights, arguments and positions, including those with respect to
whether any right to formal discovery exists under the Federal Rules of Bankruptcy Procedure
prior to the filing of any objection to the Citys eligibility for relief, the City and SBCPF have
reached an agreement pursuant to which the City will provide documents described in
Attachment A to this Stipulation on the terms more fully set forth below.
NOW, THEREFORE, in light of the foregoing, the City and SBCPF, by and through their
undersigned counsel of record, hereby stipulate and agree as follows:
1. Except as otherwise may be provided in the Stipulation, nothing in this
Stipulation is intended or should be construed as an admission of any fact or argument, or a
waiver, relinquishment, or abandonment of any right, argument, or position (including but not
limited to those with respect to whether there exists any obligation or right to provide or obtain
any discovery prior to the filing of any objection to the Citys eligibility for relief), of either the
City or the SBCPF, all of which rights, arguments, and positions are expressly reserved. Nothing
in this Stipulation relates to discovery from the City on issues other than the Citys Chapter 9
eligibility.
2. The City shall provide to the SBCPF, on a rolling basis and subject to the general
limitations set forth in paragraph 3 below, the documents described in Attachment A via access
to a password protected database beginning as soon as practicable after the entry of the Courts
Order approving this Stipulation. Notwithstanding the foregoing, the City may withhold from
production any documents it in good faith designates as confidential until the City and the
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STRADLING YOCCA
CARLSON & RAUTH
LAWYERS
SANTA MONICA
-3-
STIPULATION
DOCSOC/1583985v2/200430-0003
SBCPF execute a mutually acceptable confidentiality agreement prohibiting the unauthorized
disclosure and dissemination of all non-public documents, if any, that the City designates as
confidential pursuant to such agreement. Such agreement will provide, in part, that any party to
such confidentiality agreement may seek relief from this Court on shortened time in the event a
dispute arises under such confidentiality agreement. The Citys production of all documents
described in Attachment A, including all such documents designated by the City as confidential,
shall be completed by no later than October 12, 2012 (the Production Deadline), which
deadline is set to allow the SBCPF time in which to analyze and use the information produced
hereunder with respect to any objection they may file to the Citys eligibility for relief.
3. The Citys production is subject to the following general limitations:
a. The City reserves its rights not to produce documents and information that
are protected from disclosure by the attorney-client privilege and/or attorney work-product
doctrine.
b. The City reserves its rights not to produce documents and information to
the extent that such production would violate the Citys Charter, any contract or agreement, any
constitutional, statutory or common law privacy interests of any current or former employees of
the City, or any other person or entity, or any other applicable laws.
c. No incidental or implied admissions are intended by the Citys agreement
to provide the documents described in this Stipulation.
4. Nothing in this Stipulation or the Objection Deadline Order shall preclude the
SBCPF from moving, on shortened time, for an order from this Court compelling production of
any document described in Attachment A not produced by the City by the Production Deadline.
Similarly, nothing in this Stipulation or the Objection Deadline Order shall preclude the City
from opposing any motion to compel production of any document described in Attachment A
alleged not to have been produced by the Production Deadline. This Stipulation defines the
scope of the SBCPFs rights to any discovery prior to the filing of any objection to the Citys
eligibility to be a debtor under Chapter 9 of the Code.
1 5. The SBCPF shall withdraw without prejudice its "Creditor San Bernardino City
2 Professional Firefighters Joinder In Ambac Assurance Company, Erste Europaische Pfandbrief-
3 Und K.ommunalkreditbank Ag And Wells Fargo Bank, N.A., As Trustee's Motion For Order
4 Authorizing Rule 2004 Examination Of Debtor" and such joinder is hereby deemed withdrawn,
5 and the hearing on such joinder that is curr-ently set for September 21, 2012 at 10:00 a.m. shall be
6 taken off calendar.
7 6. This Stipulation may be executed by facsimile or electronically mailed signatures
8 and in counterparts, each of which shall be deemed an original and all of which, when taken
9 together, shall constitute one and the same Stipulation.
10
11 Dated: September 17, 2012
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Dated: September 17, 2012
STRADLING YOCCA CARLSON & RAUTH
A
By: yr/!
P81i1 R. Glassman
Attorneys for City of San Bernardino, Debtor
MARS HACK HAYS LLP
By:
Richard A. Marshack U
D. Edward Hays
Chad V. Haes
Attorneys for Creditor San Bernardino City
Professional Firefighters Local 891
STRADLlNG YOCCA
CARLSON & RAUTH
-4-
STIPULATION
LAW\"ERS
SANTA MoNICA
Error! Unlmown document property name.
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STRADLING YOCCA
CARLSON & RAUTH
LAWYERS
SANTA MONICA
-5-
STIPULATION
DOCSOC/1583985v2/200430-0003
ATTACHMENT A

The City will provide documents including, but not limited to, the documents described
in the categories below, if any, in support of its eligibility to be a debtor under Chapter 9 of the
Code:
1. The Citys final Comprehensive Audited Financial Report (CAFR) for the fiscal
year ending June 30, 2011 as soon as it is completed, and any restatements or modifications
thereof.
2. All restatements or modifications of any CAFR for the City for the fiscal years
ending June 30, 2007, June 30, 2008, June 30, 2009, and June 30, 2010.
3. A copy of each audit/CAFR engagement letter or agreement between the City and
any independent auditor for the fiscal years ending June 30, 2011, June 30, 2010, and June 30,
2009.
4. Copies of all official communications between any auditor and the City for the
CAFRs for the fiscal years ending June 30, 2011, June 30, 2010, and June 30, 2009.
5. A copy of the Citys Budget Sustainability Plan (6/2012).
6. A copy of each City Manager Plan referred to on page 33 of the document entitled
Pre-Pendency Plan City of San Bernardino, dated August 29, 2012.
7. Documents sufficient to show the basis for the Citys preliminary operating
budget for the fiscal year ending June 30, 2013.
8. Documents that show the Citys fund balances, or approximate fund balances, by
Statement No. 54 of the Governmental Accounting Standards Series category for the twelve
month period immediately preceding the filing of the Petition.
9. A document that identifies the restricted nature of each fund account of the City.
10. The most complete existing list, chart or spreadsheet that the City has showing
each real estate holding of the City; its original acquisition date; its current and potential uses;
the original source of funds for its acquisition; its zoning and other restrictions; and any
encumbrance on it.
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STRADLING YOCCA
CARLSON & RAUTH
LAWYERS
SANTA MONICA
-6-
STIPULATION
DOCSOC/1583985v2/200430-0003
11. Documents that show each of the Citys receivables for the General Fund,
including the amount, expected payment date, and payer as of June 30, 2012, and for other funds
outside the General Fund documents will be provided only for receivable amounts over
$500,000.
12. Trial balance or general ledger reports sufficient to show the Citys operating
results for the General Fund for the fiscal years ending June 30, 2012 and June 30, 2011 on an
unaudited basis.
13. Revenue and Expenditure ledgers that identify each item of the Citys General
Fund revenues or expenses from July 1, 2010 to August 1, 2012.
14. Documents comprising detailed cost estimates for each budgeted City employee
position showing for each position the position title with salary and benefit costs calculated for
the fiscal year 2012-13 preliminary operating budget.
15. Documents that show the basis for setting public safety employee salaries in
accordance with the requirements of the Citys Charter for the fiscal year ending June 30, 2012.
16. Documents that show overtime pay as a percentage of salaries and benefits of the
Citys employees for the fiscal year ending June 30, 2012 and budgeted for the fiscal year ending
June 30, 2013.
17. Documents that identify options the City is currently considering to reduce
prospective staffing and overtime costs.
18. Documents that identify the Citys employee benefit structure, including
annualized costs for all employee and retiree benefits for the most recent plan year available.
19. A copy of each collective bargaining agreement or other labor-related agreement
or contract between the City and any employee group, bargaining unit, or collective in effect at
anytime between January 1, 2009, and the present.
20. A copy of each judgment, award, or settlement entered, awarded, or agreed to in
any litigation or arbitration between the City and any other person in which the judgment, award,
or settlement affects the rights, obligations, duties, or liabilities of the City, the performance of
which would cost the City $400,000 or more in the fiscal year ending June 30, 2012.
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STRADLING YOCCA
CARLSON & RAUTH
LAWYERS
SANTA MONICA
-7-
STIPULATION
DOCSOC/1583985v2/200430-0003
21. The Summary Plan Document for each City employee health benefit plan and
documents that show the premiums for the City and the employee.
22. Documents that show options the City is currently considering to reduce
prospective employee health-benefit costs.
23. The Summary Plan Document for each City retiree health benefit plan and
documents that show the premiums for the City and the retiree.
24. Documents that show options the City is currently considering to reduce
prospective retiree health-benefit costs.
25. The Summary Plan Document for each City pension or retirement plan.
26. The last three actuarial reports issued by the California Public Employee
Retirement System (CalPERS) for both Miscellaneous and Safety employees.
27. Documents that show options the City is currently considering with respect to
pension benefit reforms (e.g. premium allocation, COLA reductions or elimination, plan freeze,
timing and replacement plan structures, retirement ages, service credits, and pensionable salary
rules).
28. Documents that disclose the Citys policies relating to financial reserves and
justification for valuation of each such reserve.
29. A revenue and expense ledger by account for each City restricted fund for the
fiscal year ending June 30, 2012 on an unaudited basis.
30. For each City revenue source for the General Fund, documents that show actual
revenues received by the City for the last 36 months and prospective growth assumptions over
the next five (5) years and the difference between the actual and budgeted revenues.
31. Documents that identify departmental cuts and other balancing measures with
annual impact included in the budget for the fiscal year ending June 30, 2013.
32. Documents that identify the Citys long term projections and accompanying key
growth assumptions for the fiscal year ending June 30, 2013.
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STRADLING YOCCA
CARLSON & RAUTH
LAWYERS
SANTA MONICA
-8-
STIPULATION
DOCSOC/1583985v2/200430-0003
33. Documents that relate to any work-out or restructuring negotiations, or the
consideration of any such negotiations, with any creditor, including those listed in Docket No. 41
(List of Creditors Holding 20 Largest Unsecured Claims), prior to filing the Petition.
34. Documents that identify assets that the City contends were at risk of loss if the
City had negotiated with creditors, or any of them, prior to filing the Petition.
35. Documents that relate to any perceived harm to the City that might have resulted
from delaying the filing of the Petition.
36. Documents that relate to any plan of adjustment of the Citys debts contemplated
or in place at the time the Petition was filed.
37. Documents that relate to any plan of adjustment or the feasibility of any such plan
prior to filing the Petition.
38. Documents relating to the reasons for filing the Petition when the City did,
including all perceived benefits and detriments of such filing.
39. Documents that relate to any alternatives to a Chapter 9 filing considered or
known by the City prior to the Petition filing, and the viability or perceived viability of each such
alternative.
40. Documents that relate to each alternative to Chapter 9 filing that the City
identified or considered and the reasons for rejecting them.
41. Documents that identify or discuss debts or obligations that the filing of the
Petition enabled the City to avoid or defer.
42. Documents that identify any pending or threatened litigation (including any
arbitration, administrative hearing, or other adversarial proceeding) in which the City was able to
avoid a judgment or settlement by filing the Petition when the City did.
43. Documents that relate to the Citys efforts to identify and determine ways to
increase the Citys sources of General Fund revenues, including by increasing existing, or
imposing new, taxes or fees prior to the Petition Date.
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STRADLING YOCCA
CARLSON & RAUTH
LAWYERS
SANTA MONICA
-9-
STIPULATION
DOCSOC/1583985v2/200430-0003
44. Documents that relate to the Citys efforts to identify and determine voter support
for or opposition to any tax increase or any other revenue enhancement activity prior to the filing
of the Petition.
45. Documents that relate to the Citys efforts to identify and determine any voter
support for or opposition to any cost reduction measures prior to the filing of the Petition.
46. Documents that show efforts by any person to obtain an avoidable transfer from
the City, including efforts to execute against City property in the 90 days prior to the filing of the
Petition.
47. Documents that identify the undisputed obligations that the City claims it could
not pay as such obligations became due prior to or contemporaneously with the filing of the
Petition, the basis for the obligation, the amount of each such obligation, the date on which
payment was due, and the reason for non-payment.
48. Documents that show the Citys estimates and projections of the budget deficit for
the General Fund for the fiscal year ending June 30, 2013.
49. Documents that show the Citys estimates and projections of the General Fund
deficit for the fiscal year ending June 30, 2013.
50. Documents showing the Citys estimates and projections of the General Fund
reserves during the last four fiscal years.
51. Documents sufficient to show the departures of the Citys last Director of Finance
and the last City Manager.
52. The Citys April 3, 2012 Mid-Year Budget Report and the Citys general ledger
reports for the General Fund for the fiscal years ending June 30, 2011, and June 30, 2012.
53. Documents that relate to judgments in the cases of J. A. et al. v. City of San
Bernardino et al., USDC No. 5:09-cv-01388-JLQ-JC, Estate of Terry Nash et al. v. City of San
Bernardino et al., USDC No. 2:09-cv-08671-RGK-FFM, and Cedric May Sr. et al. v. City of San
Bernardino et al., USDC No. 5:10-cv-00978-VAP-DTB, and any levies or potential levies on the
City's bank accounts, or other execution efforts in connection with judgments in those cases.
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STRADLING YOCCA
CARLSON & RAUTH
LAWYERS
SANTA MONICA
-10-
STIPULATION
DOCSOC/1583985v2/200430-0003
54. Documents sufficient to identify the Citys assets at risk on account of an actual
or potential default on certain obligations.
55. Documents sufficient to identify the "threats to levy on City assets" as stated on
page 8, line 14 of the City of San Bernardinos Memorandum of Facts and Law In Support of
the Statement of Qualifications Under Section 109(c) of the Bankruptcy Code.
This form is mandatory. It has been approved for use by the United States Bankruptcy Court for the Central District of California.

June 2012 F 9013-
3.1.PROOF.SERVICEDOCSOC/1584280v1/200430-0003
PROOF OF SERVICE OF DOCUMENT

I am over the age of 18 and not a party to this bankruptcy case or adversary proceeding. My business address is:

100 Wilshire Blvd., Suite 440, Santa Monica, CA 90401.

A true and correct copy of the foregoing document entitled: STIPULATION RE DEBTORS VOLUNTARY PRODUCTION
OF DOCUMENTS IN SUPPORT OF ITS AMENDED STATEMENT OF QUALIFICATION will be served or was served (a)
on the judge in chambers in the form and manner required by LBR 5005-2(d); and (b) in the manner stated below:

1. TO BE SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING (NEF): Pursuant to controlling General
Orders and LBR, the foregoing document will be served by the court via NEF and hyperlink to the document. On
September 18, 2012, I checked the CM/ECF docket for this bankruptcy case or adversary proceeding and determined that
the following persons are on the Electronic Mail Notice List to receive NEF transmission at the email addresses stated
below:

Jerrold Abeles abeles.jerry@arentfox.com, labarreda.vivian@arentfox.com
Joseph M Adams jadams@lawjma.com
Andrew K Alper aalper@frandzel.com, efiling@frandzel.com;ekidder@frandzel.com
Thomas V Askounis taskounis@askounisdarcy.com
Anthony Bisconti tbisconti@bmkattorneys.com
Jeffrey E Bjork jbjork@sidley.com
Sarah C Boone sboone@marshackhays.com, ecfmarshackhays@gmail.com
J Scott Bovitz bovitz@bovitz-spitzer.com
Jeffrey W Broker jbroker@brokerlaw.biz
Deana M Brown dbrown@milbank.com
Michael J Bujold Michael.J.Bujold@usdoj.gov
Christopher H Conti chc@sdlaborlaw.com, sak@sdlaborlaw.com
Christina M Craige ccraige@sidley.com
Alex Darcy adarcy@askounisdarcy.com
Susan S Davis sdavis@coxcastle.com
Robert H Dewberry robert.dewberry@dewlaw.net
Todd J Dressel dressel@chapman.com, lubecki@chapman.com
Chrysta L Elliott elliottc@ballardspahr.com, manthiek@ballardspahr.com
Scott Ewing contact@omnimgt.com, sewing@omnimgt.com
Paul R. Glassman pglassman@sycr.com
Everett L Green everett.l.green@usdoj.gov
Chad V Haes chaes@marshackhays.com, ecfmarshackhays@gmail.com
James A Hayes jhayes@cwlawyers.com
M Jonathan Hayes jhayes@hayesbklaw.com,
roksana@hayesbklaw.com;carolyn@hayesbklaw.com;elizabeth@hayesbklaw.com
D Edward Hays ehays@marshackhays.com, ecfmarshackhays@gmail.com
Eric M Heller eric.m.heller@irscounsel.treas.gov
Bonnie M Holcomb bonnie.holcomb@doj.ca.gov
Whitman L Holt wholt@ktbslaw.com
Michelle C Hribar mch@sdlaborlaw.com
Steven J Katzman SKatzman@bmkattorneys.com
Jane Kespradit jane.kespradit@limruger.com, amy.lee@limruger.com
Mette H Kurth kurth.mette@arentfox.com
Richard A Marshack rmarshack@marshackhays.com, lbergini@marshackhays.com;ecfmarshackhays@gmail.com
Gregory A Martin gmartin@winston.com
David J Mccarty dmccarty@sheppardmullin.com, pibsen@sheppardmullin.com
Reed M Mercado rmercado@sheppardmullin.com
Aron M Oliner roliner@duanemorris.com
Scott H Olson solson@seyfarth.com
Dean G Rallis drallis@sulmeyerlaw.com
Christopher O Rivas crivas@reedsmith.com
This form is mandatory. It has been approved for use by the United States Bankruptcy Court for the Central District of California.

June 2012 F 9013-
3.1.PROOF.SERVICEDOCSOC/1584280v1/200430-0003
Kenneth N Russak krussak@frandzel.com, efiling@frandzel.com;dmoore@frandzel.com
Gregory M Salvato gsalvato@salvatolawoffices.com, calendar@salvatolawoffices.com
Mark C Schnitzer mschnitzer@rhlaw.com, mschnitzer@verizon.net
Benjamin Seigel bseigel@buchalter.com, IFS_filing@buchalter.com
Diane S Shaw diane.shaw@doj.ca.gov
Jason D Strabo jstrabo@mwe.com, zwinston@mwe.com
Matthew J Troy matthew.troy@usdoj.gov
United States Trustee (RS) ustpregion16.rs.ecf@usdoj.gov
Anne A Uyeda auyeda@bmkattorneys.com
Annie Verdries verdries@lbbslaw.com
Brian D Wesley brian.wesley@doj.ca.gov
Service information continued on attached page

2. SERVED BY UNITED STATES MAIL:
On ____________, I served the following persons and/or entities at the last known addresses in this bankruptcy case or
adversary proceeding by placing a true and correct copy thereof in a sealed envelope in the United States mail, first class,
postage prepaid, and addressed as follows. Listing the judge here constitutes a declaration that mailing to the judge will
be completed no later than 24 hours after the document is filed.


3. SERVED BY PERSONAL DELIVERY, OVERNIGHT MAIL, FACSIMILE TRANSMISSION OR EMAIL (state method
for each person or entity served): Pursuant to F.R.Civ.P. 5 and/or controlling LBR, on September 18, 2012, I served the
following persons and/or entities by personal delivery, overnight mail service, or (for those who consented in writing to
such service method), by facsimile transmission and/or email as follows. Listing the judge here constitutes a declaration
that personal delivery on, or overnight mail to, the judge will be completed no later than 24 hours after the document is
filed.

Honorable Meredith A. Jury (Personal Delivery)
U.S. Bankruptcy Court
3420 Twelfth Street, Suite 325 / Courtroom 301
Riverside, CA 92501-3819


I declare under penalty of perjury under the laws of the United States that the foregoing is true and correct.

September 18, 2012 Christine Pesis /s/ Christine Pesis
Date Printed Name Signature


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