HomeMy WebLinkAboutC-5800 - VOIDCONTRACT NO. G5800
WAS VOIDED
Per City Attorney's Office
Mulvey, Jennifer
From:
Mullinax, Carrera
Sent:
Wednesday, December 03, 2014 1:50 PM
To:
Mulvey, Jennifer
Cc:
Buzby, Lisa
Subject:
RE: Contract
Attachments:
C- 5800.pdf
Hi Jenn
No — we don't have a fully executed copy — and the one you sent us actually has your City Clerk attestation on it — which
is more than we have on our copy!
I think what happened is that the Plaintiffs dropped the case in mid -May, so it wasn't necessary to retain counsel in the
end.
Sincerely,
Carrera Mullinax, Certified Paralegal
Office of the City Attorney
City of Newport Beach
100 Civic Center Drive
Newport Beach, CA, 92660
(949) 644 -3134
A (949) 644 -3139
Email: cmullinax @newportbeachca.Bov
CONFIDENTIALITY NOTICE: The information in this e -mail message is intended for the confidential use of the addressees only.
The information is subject to the attorney - client privilege and /or may be attorney work - product. Recipients should not file
copies of this e -mail with publicly accessible records. If you are not an addressee or an authorized agent responsible for
delivering this e-mail to a designated addressee, you have received this e -mail in error, and any further review, dissemination
distribution, copying or forwarding of this e -mail is strictly prohibited. Moreover, such inadvertent disclosure shall not
compromise or waive the attorney- client privilege as to this communication. If you received this e -mail in error, immediately
notify the sender. Thank you.
From: Mulvey, Jennifer
Sent: Wednesday, December 03, 2014 1:31 PM
To: Mullinax, Carrera
Subject: Contract
Do you have a fully executed copy of this contract?
Thanks,
cfM40& aQ7
Administrative Specialist to the City Clerk
The City of Newport Beach
100 Civic Center Dr, Newport Beach, CA 92660
939- 643 -3005
1
NOSSAMANLLP
VIA E -MAIL AND U.S. MAIL
April 10, 2014
Michael Gelfand
Bayside Village Marina, LLC
Terra Vista Management
P.O. Box 9262
Rancho Santa Fe, CA 92067
ATTORNEYS AT LAW
18101 Von Karman Avenue
Suite 1800
Irvine, CA 92612
T 949.833.7800
F 949.833.7878
John J. Flynn III
D 949.477.7634
jflynn @nossaman.com
Refer To File #: 400244 -0002
Aaron C. Harp, Esq.
City of Newport Beach
Office of the City Attorney
100 Civic Center Drive
Newport Beach, CA 92660
Re: Engagement Letter for Representation Related to
Stop the Dunes Hotel v. City of Newport Beach, Orange County
Superior Court, Case Number 30- 2014 - 00710776 -CU -PT -CXC
Dear Messrs. Gelfand and Harp:
We are very pleased to have the opportunity to provide legal services to Bayside Village
Marina, LLC ( "Bayside ") and the City of Newport Beach ( "City ") (collectively, the "Clients "). (The
terms "you" and "yours" as used in this letter shall refer to the Clients.) We expect that these
services will be provided principally by attorneys resident in our Irvine office, although we may
call upon attorneys in our other offices to provide advice or assistance on your matter if
appropriate. This letter will serve to record our agreement of the terms and conditions of our
representation following our completion of a review of all conflicts and acceptance of the
engagement by Firm Management.
Our engagement will not extend beyond the litigation matter described in this letter, and
when work on this matter has ended, the engagement of our firm on this matter will have
concluded.
1. Purpose of Engagement. Clients have asked us and we agree to represent
Clients in the defense of Stop the Dunes Hotel v. City of Newport Beach, Orange County
Superior Court, Case Number 30- 2014 - 00710776 -CU -PT -CXC (the "Action "). Bayside has
appointed Michael Gelfand and Gordon Craig, and the City has appointed Aaron Harp and
Leonie Mulvihill as their respective designees to receive our billings and other information, as
needed, with respect to this agreement and to give us instructions as to how we are to provide
service to the Clients under this agreement. It is agreed that Bayside will have sole and
exclusive responsibility for payment of the Attorneys' fees and costs incurred pursuant to this
agreement.
On matters covered by this agreement, we agree to provide such legal services as we
determine are reasonably required to represent Clients; to take reasonable steps to keep
Bayside's representatives, Michael Gelfand, Gordon Craig, and Wendy Glenn (Bayside
corporate counsel), and /or their designees, and the City's representatives, Aaron Harp and
357781
nossaman.com
Michael Gelfand
Aaron C. Harp, Esq.
April 10, 2014
Page 2
Leonie Mulvihill, or their designee, informed of facts and developments concerning the subject
matter of this engagement as they come to our attention; and to respond to your reasonable
inquiries. The Firm's lawyers have no obligation to share information, even information material
to the representation, if that information was learned while representing other clients and is
confidential to those other clients. Each of you agrees to cooperate with us, to keep us
informed of material developments affecting the action, to abide by this agreement and to pay
our statements for services in accordance with the provisions below.
Clients agree that Bayside and City are our Clients for the specific matters on which we
are engaged, and that we shall not be deemed to represent any of Clients' parents, subsidiaries
or other affiliates unless we expressly agree to do so in writing. Further, our representation of a
corporation, partnership, joint venture, association, or other entity does not include a
representation of the individuals or entities that are shareholders, officers, directors, partners,
joint ventures, employees or members of such entities or their interests in such entities. There
is no attorney - client relationship between the Firm and any such related person or entity. The
attorney - client privilege is solely between the Clients and the Firm. Any proposed expansion of
the representation to include any such related persons or entities shall be subject to and
contingent upon execution of an engagement letter directly with those persons or entities,
following clearance of any conflicts.
2. Joint Representation of Clients and Zador. Waiver. This law firm currently
represents Bayside on matters related to land use, the California Environmental Quality Act
( "CEQA "), the California Coastal Commission, regional, state, and federal resource and water
quality compliance and permitting for the Back Bay Landing Project. The final environmental
impact report (FEIR 2012 -003) for the Back Bay Landing Project was certified by the City, the
lead CEQA agency, on February 11, 2014, and the Notice of Determination ( "NOD ") filed and
posted by the City on February 13, 2014. On March 14, 2014, Stop the Dunes Hotel filed the
Action alleging purported CEQA and Planning and Zoning violations and naming both the City
and Bayside, the latter as the real party in interest.
In order for our firm to represent both Bayside and the City in this matter, potential
conflicts of interest must be resolved. "Conflicts of Interest" is a short hand term for describing
the fact, as related to the present situation, that lawyers owe undivided allegiance to each client
in a particular engagement. In this case, as described above, our original client is Bayside,
whom we represented before the City during the permitting and approval process for the Back
Bay Landing Project, and will continue to represent in connection with future regulatory
approvals.
Because of potential conflicts in the course of such representation that could arise in the
future, we are compelled to seek your informed written consent before we can jointly represent
both Clients. This requirement is established by the Rules of Professional Conduct for all
California attorneys, at rule 3- 310(C), which provides in pertinent part that "a member shall not,
without the informed written consent of each client, accept representation of more than one
client in a matter in which the interest of the clients potentially conflict." This letter addresses
only the potential conflicts resulting from Nossaman's proposed representation of both Bayside
and the City in the defense of the Action.
Michael Gelfand
Aaron C. Harp, Esq.
April 10, 2014
Page 3
Based on the information that has been provided to us, we do not believe that our
representation of Bayside and the City involves any actual conflict of interest at this time
because both parties are currently in alignment in the defense of the case. You should be
aware, however, that our representation may in the future produce actual conflicts of interest if
the interests of Bayside become inconsistent with the interests of the City. For example, in the
event settlement of the Action is proposed, a potential dispute could arise concerning how to
proceed in the Action. Such matters are speculative at this time, and depend upon future
developments that cannot be predicted. However, the possibility of an actual future conflict is
considered a current potential conflict, and so requires all parties' informed consent. (Rule 3-
310 (C)(1).)
Representation of multiple clients by a single law firm should result in certain
advantages. However, multiple representation also involves risks. First, multiple representation
may result in divided or at least shared attorney client loyalties and privileges. Although we are
not currently aware of any actual or reasonably foreseeable adverse effects of such divided or
shared loyalty in this case, it is possible that issues may arise as to which our representation of
one Client may be materially limited by our representation of both Clients in the Action. It is our
responsibility, in suggesting waiver of actual or potential conflicts, to inform all parties being
asked to waive such conflicts "of the relevant circumstances and of the actual and foreseeable
adverse consequences" to each party that may consider such waiver. (Rule 3- 310(C).)
Specifically, Rule 3 -310 of the Rules of Professional Conduct, which governs all lawyers
in California, requires:
(C) A member [of the Bar] shall not, without the informed written consent of each
client:
(1) Accept representation of more than one client in a matter in which the interest of
the clients potentially conflict; or
(2) Accept representation of more than one client in a matter in which the interest of
the clients actually conflict.
While in most instances, conflicts can be and are resolved while the joint representation
continues, the differences between common clients may become so significant that continuing
joint representation is not possible. That circumstance is addressed separately below in the
discussion of the °Zadorwaiver."
Furthermore, because we will be jointly retained to defend both Clients in this matter, we
will not be able to protect communications from one of you against a possible need (in our
judgment) to disclose that communication's content to the other Client, because counsel who
represent more than one client in a single matter such as the Action cannot keep confidential
matters related to or affecting the matter from other co- clients in the same matter. Thus,
pursuant to this proposed joint - client arrangement, anything you disclose to us may be
disclosed to the other jointly represented Client at any time and will not in any way be protected
from disclosure to them, however much of it would be privileged against third parties. This is
Michael Gelfand
Aaron C. Harp, Esq.
April 10, 2014
Page 4
true even if the jointly represented Clients subsequently have conflicts emerge which require the
joint representation to end. The applicable law in such situation is, that if there is a Zador
waiver in place and we continue to represent one Client, we will be able to share with our
continuing Client any confidential and privileged information of the former Client.
Importantly, in the event of a dispute or conflict between Clients, normally we would be
disqualified from representing any or all of the Clients in the Action or in any actions between
Clients, absent written consent from Bayside and the City. There are various ways in which a
conflict could arise. For example, as referenced above, Clients may have a difference of
opinion on how to proceed if a settlement offer has been proposed. We invite those parties who
may encounter such actual conflict, to agree that in such case Nossaman may continue to serve
a particular party despite the developed conflict which would otherwise require the firm to
withdraw from both engagements. Such advance waivers, if narrowly tailored according to the
rule stated in Zador Corporation, N.V. v. Kwan (1995) 31 Cal.AppAth 1285, will be upheld by
the courts. "Zador waivers" are typically structured so as to allow the attorneys to continue
serving that client that has the most intense or perhaps the longest- standing involvement with
the attorneys' firm with respect to the particular matter. In this case, such client would be
Bayside.
While this letter does not provide an exhaustive list of all potential conflicts, by signing
the Zador waiver at the end of this letter, we are asking the City to consent to our continued and
future representation of Bayside, even if we will have received confidential information regarding
the engagement from the City, and such information can be used in our ongoing representation
of Bayside, and that the City agrees not to assert any conflict of interest or seek to disqualify our
firm from representing Bayside, notwithstanding any adversity that may develop and even if we
elect to discontinue representing the City as a result of any conflict that may emerge. By
signing and returning to us the Waivers and Consents set forth at the end of this letter, each of
you consents to such an arrangement and waives any conflicts regarding that arrangement. By
signing this letter, the City is also agreeing to reasonably cooperate to facilitate our withdrawal
as its counsel of record in the Action should a conflict make that necessary.
Notwithstanding the above risks, we have discussed this dual representation and
potential conflict, and each of you has advised us that at the present time you do not desire to
seek other counsel but instead desire that we represent the interests of both Clients. Because
the interests of one Client may become inconsistent with the other Client's interests, we are
required to bring this matter to your attention and to obtain your separate consent to our
continued representation of the other Client, as well as the consent of both Clients as to the
representation in the face of the potential conflicts discussed in this letter, before we can
represent either Client in the Action. Moreover, our existing client Bayside has indicated that it
will not waive any actual or potential conflict unless the City also provides a "Zadorwaiver" as
explained above. Accordingly, the City is requested, in addition to its overall waiver, also to
consent to our continuing representation of Bayside if it and the City were to develop an actual
conflict that would otherwise require our withdrawal from representation of any party. The
reason for that request is that Bayside has spent significant time working with our firm in this
complex engagement and does not want to lose the value of all that investment if a dispute later
arises between it and the City.
Michael Gelfand
Aaron C. Harp, Esq.
April 10, 2014
Page 5
Accordingly, we request that each of you signify your informed written consent by
countersigning and returning this letter to us. We encourage each of you to seek independent
counsel from an attorney of your own choosing regarding the importance of this consent, and
we emphasize that Bayside and the City remain completely free to also seek additional
independent counsel to represent them at any time even if they decide to execute the Waiver
and Consent set forth below.
3. Hourly Rates. Our fees for services provided to you pursuant to this agreement
will be calculated and billed based upon hourly rates established for each attorney, paralegal
and clerk rendering services on your matters. Our statements for services will provide you with
a description of the services performed, the date they were performed, the time devoted to your
matters and the specific hourly rate of the attorney, paralegal or clerk that performed the
services on your behalf.
The hourly rates of individuals who are currently expected to perform services with
respect to your matters are set forth on Attachment A hereto and will generally be recorded and
billed in one tenth hour increments. If other personnel are asked to perform services, you will
be informed of their billing rates on the first statement following their initial service. We expect
that the attorneys listed on Attachment A will render the bulk of the services. From time to time,
our rate structure in general, or the rates of particular attorneys, paralegals or clerks, may be
increased. If so, you will be advised of the new rates. The new rates shall apply to all work
performed after you have been advised of the new rates.
Our hourly rates apply to all time spent on your behalf, including but not limited to court
appearances; motion practice; preparing, analyzing, reviewing and revising correspondence and
documents; factual and legal research; consultation and advice; conducting negotiations;
engaging in depositions and other discovery; conferences; preparing for and conducting trials
and appeals; conferring with other attorneys in our Firm, or with witnesses or attorneys also
involved in the matter; and such other services of a professional nature as this engagement may
require.
4. Costs and Expenses. We will ordinarily incur various costs and expenses or
will provide certain in -house services while performing legal services. You agree to pay for
these items in addition to our fees for legal services. The costs and expenses and in -house
services may include, but will not necessarily be limited to, filing fees fixed by law or assessed
by courts or other agencies; court reporters' fees; witness fees; experts' fees; consultants' fees;
process server fees; investigation expenses; out of town travel expenses; long distance
telephone charges; messenger and private courier delivery charges; photocopying and other
reproduction services; computerized research charges; and similar items.
In accordance with our Firm policies we charge 20 cents per page for
reprographic and printing services. External costs and expenses are charged at our cost,
including computerized research. Where the Firm maintains a fixed subscription contract with a
vendor for computerized research, you will be charged for the actual cost incurred by the Firm
during the given month which often results in substantial discounts of the vendor's regular rates.
We will not charge you for word processing, overtime expenses associated with administrative
or secretarial personnel, telephone calls within the United States and similar items unless these
Michael Gelfand
Aaron C. Harp, Esq.
April 10, 2014
Page 6
items are unusually large in amount and we obtain your agreement in advance. We will not add
a "handling" charge for costs and expenses incurred on your behalf.
We are not required to advance payment for any external expenses. If for any
reason we advance a payment for external expenses, you agree to promptly pay our invoices
with those charges. In addition, we may submit those charges directly to you and ask that you
pay such charges directly to the vendors, in a timely manner. If you do not make timely
payments to vendors, we reserve the right to pay those vendors on your behalf and include
such charges in our statements and require reimbursement from you. It is important that
vendors be promptly reimbursed so that we can retain good professional relationships with
those vendors.
5. Management of Files. Our files for work prepared pursuant to this agreement
are your property. We will release our files for work performed pursuant to this agreement to
you or to anyone else you designate upon your written request delivered to the attorney in
charge of this matter. However, you agree that we may, in our sole discretion, copy all or any
portion of the file and charge the copying costs to you, and that we may have a reasonable
period of time before releasing the documents to you or anyone else you designate in order to
copy all or any portion of the files you have directed us to surrender. We will, from time to time,
send portions of your files that are not currently needed to an off -site storage facility. The cost
of this facility will be our sole expense. However, we are not the guarantor of the security of any
off -site storage facility. Accordingly, you agree that the Firm will not be responsible for any
damages which may occur as a result of the loss of any of your files which we store at an off-
site storage facility. You also agree that we may, after the passage of two years without our
having performed any work for you pursuant to this engagement for services, destroy your files
unless you provide us with written instruction to forward the files to you or to another person you
designate. We will notify you in advance and seek your instructions regarding any files that are
to be destroyed.
6. Communications. You agree to keep us informed of any change in your
address, telephone numbers, or electronic mail address so that we may effectively
communicate with you. We will also advise you promptly of any change in the Firm's business
address, electronic mail address or telephone or facsimile numbers. You agree that we may
communicate with you via electronic mail or wireless telephone even though these media may
be less secure than alternative means of communication.
7. Assistance of Experts. To aid in your matters, it may become necessary to hire
experts, consultants or investigators. Such persons will be employed by us on your behalf, not
by you, so as to protect any privileged work, but we will not hire such persons unless you
approve and also agree to pay their fees and charges. The responsibility to pay for their
services is solely yours.
8. Payment for Services Rendered. We will send you monthly statements for fees
and costs incurred. Payment is due within 30 days of the date of invoice, If not paid within the
30 days, interest shall accrue at the rate of 12% per annum from said due date. You agree to
read your statements carefully and promptly notify the Firm of any error.
Michael Gelfand
Aaron C. Harp, Esq.
April 10, 2014
Page 7
9. Termination. You may discharge us as your attorneys at any time. We may
withdraw as your attorneys with or without your consent, as long as permitted by law. Some of
the reasons that may cause us to withdraw include but are not limited to the following: your
breach of this agreement; your failure to pay our bills on time; your refusal to cooperate with us;
your refusal to follow our advice on a material matter; the development of irreconcilable
disagreement between you and us as to the conduct of the engagement; or any other fact or
circumstance that would render our continuing representation contrary to your interests, or to
law, or to the rules of professional conduct. Failure to withdraw as your attorneys on any one
occasion shall not be a waiver of our right to do so if such other occasions arise.
If you discharge us, or if we elect to withdraw, you agree to secure forthwith other
counsel of your own selection to represent you and, if we are your attorneys of record in any
litigation, to cooperate fully in substituting such new counsel as your attorneys of record in the
litigation.
10. No Guarantee of Specific Outcome. Nothing in this agreement and nothing in
our statements to you should be construed as a guarantee or promise about the outcome of
your matter or any phase thereof. Comments about the course or outcome of your matter or
any phase thereof which we may make from time to time are expressions of opinion only. You
acknowledge that the amount of legal fees and costs that may be incurred on your behalf
pursuant to this agreement is not capable of precise prediction; and you acknowledge that we
have made no guarantees or promises and that you have set no limits with regard to the cost of
services we provide you.
11. Enforcement of Agreement. Except for a claim for failure to pay fees for
professional services and /or expenses, if any dispute arises out of, or relates to, a claimed
breach of this agreement, the professional services rendered by attorneys, or any other
disagreement of any nature, type or description regardless of the facts or legal theories which
may be involved, such dispute shall be resolved by binding arbitration before the Orange
County Office of JAMS (or similar alternative dispute resolution firm should JAMS cease to
operate), by a panel of three arbitrators. Discovery shall be permitted pursuant to the provisions
of Code of Civil Procedure section 1283.05. Each side shall bear its own costs and attorneys'
fees.
Any dispute as to a failure to pay fees for professional services and /or expenses
shall, subject to the provisions of Business and Professions Code sections 6200 et seq., be
resolved in the appropriate Superior Court of the State of California. The party prevailing in an
action regarding a dispute as to either Client's failure to pay fees for professional services
and /or expenses shall be entitled to recover from the other party the prevailing party's actual
attorneys' fees and costs incurred, including expert witness fees, witness fees, and associated
expenses, whether or not the action proceeds to judgment. For the purposes of enforcing this
agreement, and as otherwise required by law, you agree that this agreement may be disclosed
to a court or arbitrator.
12. Governing Law. This agreement is made under and shall be construed in
accordance with the substantive laws of the State of California without reference to its choice of
law rules.
Michael Gelfand
Aaron C. Harp, Esq.
April 10, 2014
Page 8
13. Professional Liability Insurance. We carry professional liability insurance that
would cover the services we will be providing to you under the terms of this agreement. That
insurance is subject to a significant self- insured retention.
14. Effective Date. This agreement will take effect when you sign this agreement
and return it to us, but its effect will be retroactive to the date we first performed services on
your behalf. It is agreed that performance under this agreement and payment of the fees and
costs required hereunder shall be in Los Angeles, California.
15. Entire Agreement. This agreement constitutes a single, integrated written
contract expressing the entire agreement of the Clients and our Firm. There is no other
agreement, written or oral, express or implied, between the parties with respect to the subject
matter of this agreement. This agreement may be modified only in a writing signed by all the
parties. This agreement shall be construed by giving effect to the plain meaning of its terms.
We are very proud of our client relationships, and occasionally identify clients to others
who ask about our client base, or in institutional materials. Unless you object in writing, we
assume that you agree that we may state that we represent you in such matters as we deem
appropriate, although of course we would not publish or disseminate any confidential
information.
If these terms are acceptable to you, please sign in the space provided below on both
this copy and the enclosed copy and return one copy of this agreement to us in the envelope
enclosed for your convenience, together with any retainers required by this agreement and
retain the other copy for your files.
We appreciate your confidence in our Firm and look forward to working with you.
Sincerely,
olfin J. Flynn III
of Nossaman LLP
Enclosures
cc: John P. Erskine, Esq.
Leonie Mulvihill, Esq.
Michael Gelfand
Aaron C. Harp, Esq.
April 10, 2014
Page 9
ACCEPTANCE
I have read and understand the foregoing terms and agree to them as of the date that
Nossaman LLP first provided services to Bayside Village Marina, LLC and /or the City of
Newport Beach.
Dated:
Dated:
I
Bayside Village Marina, LLC
By:
Printed Name:
Title:
The City of ewport Beach
#"'
Printed Name: f Z' r
Title:
Michael Gelfand
Aaron C. Harp, Esq.
April 10, 2014
Page 10
WAIVER AND CONSENT
I am a representative of the City of Newport Beach, a defendant in the above - referenced
Action. I have read the foregoing letter, understand its explanation of the conflicts of interest
that the City of Newport Beach is being asked to waive and have consulted with such
independent counsel as I deem fit. On behalf of the City of Newport Beach, I hereby knowingly
agree that the City of Newport Beach waives the conflicts of interest described above in this
letter and agrees that Nossaman LLP may represent it and the other parties referred to in this
letter. I further agree on behalf of the City of Newport Beach that if conflicts subsequently
emerge as described above, Nossaman LLP may continue to represent Bayside Village Marina,
LLC in the above - referenced case even if that representation were to become adverse to the
City of Newport Beach, whether because of such conflict or otherwise.
Dated
Attest Y
rr oij City Clerk
E?7
q8 V/ � 4
k f . (-.000M.-
The City ;rz BeachC By: __A"`
Printed Name: /-r. Gi p'o C. S
Title: k
I am a representative of Bayside Village Marina, LLC. 1 have read the foregoing letter
and understand its explanation of the conflicts of interest that I am being asked to waive on
behalf of Bayside Village Marina, LLC. I hereby knowingly waive the conflicts of interest
described above in this letter and agree that Nossaman LLP may represent all the parties
referred to in this letter, including the City of Newport Beach. I further agree and understand
that if conflicts subsequently emerge as described above, and the City of Newport Beach has
signed this Waiver and Consent, that Nossaman LLP may discontinue representing the City of
Newport Beach and nonetheless will continue to represent Bayside Village Marina, LLC in the
above - referenced case.
Dated: Bayside Village Marina, LLC
By:
Printed Nam
Title:
Michael Gelfand
Aaron C. Harp, Esq.
April 10, 2014
Page 11
PROSPECTIVE CONFLICTS WAIVER
"ZADOR WAIVER"
Having read the disclosure of the relevant circumstances and of the actual and
reasonably foreseeable adverse consequences to us of granting this waiver, and having had the
opportunity to obtain the advice of independent counsel, the undersigned hereby waives the
conflicts of interest disclosed in the above letter and consents to the Nossaman firm's
representations of the respective interests stated in the body of the letter.
In addition, we acknowledge that in the event of a dispute or conflict between us and
other parties addressed in the letter, there is a risk that the Nossaman firm may be disqualified
from representing any and all of the parties absent written consent from such parties at that
time. If such a conflict or dispute were to arise that would require a new conflicts waiver or
disqualification, then and in such event, notwithstanding any adversity between us and Bayside
Village Marina, LLC, we hereby consent to Nossaman's continued and future representation of
Bayside Village Marina, LLC, and agree not to assert any such conflict of interest or to seek to
disqualify Nossaman from representing Bayside Village Marina, LLC, in the Action.
Date: L[ / ( "f / I L")
City of New ort Beach
By: D� C ff
Printed Name: A c-,
Title: C ` f` Y %i '� c> ✓ti e Y