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HEWS M E D I A GROUP Winner of Six L.A. Press Club Awards in 2012, ‘13, & ‘14

HEWS M E D I A GROUP Winner of Six L.A. Press Club Awards in 2012, ‘13, & ‘14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION San Francisco Regional Office 44 Montgomery Street, Suite 2800 San Francisco, CA 94104

DIVISION OF ENFORCEMENT

Jason Lee Senior Counsel 415-705-2481

April 10, 2018 Via U.S. Mail & E-mail ([email protected])

HEWS M E D I A GROUP

Montebello Unified School District c/o Mr. Rick Olivarez, Esq. Olivarez Madruga Lemieux O’Neill, LLP 500 South Grand Avenue, 12th Floor Los Angeles, CA 90071 Re:

In the Matter of Montebello Unified School Districtin(SF-4195) Winner of Six L.A. Press Club Awards 2012, ‘13, & ‘14

Dear Mr. Olivarez:

The staff of the San Francisco Regional Office of the United States Securities and Exchange Commission is conducting an investigation in the matter identified above. The enclosed subpoena has been issued to Montebello Unified School District (“MUSD”) as part of this investigation. The subpoena requires MUSD to provide us documents. Please read the subpoena and this letter carefully. This letter answers some questions you may have about the subpoena. You should also read the enclosed SEC Form 1662. If MUSD does not comply with this subpoena, the SEC may bring an action in Federal Court to enforce this subpoena. Failure to comply with a court order enforcing this subpoena may result in the court imposing a fine, imprisonment or both. Producing Documents What materials do I have to produce? The subpoena requires MUSD to provide us the documents described in the attachment to the subpoena. MUSD must provide these documents by May 1, 2018. The attachment to the subpoena defines some terms (such as “document”) before listing what MUSD must provide.


MUSD should produce each and every document in its possession, custody, or control, including any documents that are not in MUSD’s immediate possession but that MUSD has the ability to obtain. All responsive documents shall be produced as they are kept in the usual course of business, and shall be organized and labeled to correspond with the numbered paragraphs in

Winner of Six L.A. Press Club Awards in 2012, ‘13, & ‘14

SUBPOENA ATTACHMENT FOR MONTEBELLO UNIFIED SCHOOL DISTRICT

April 10, 2018 In the Matter of Montebello Unified School District (SF-4195)

A.

Definitions

As used in this subpoena, the words and phrases listed below shall have the following meanings: 1.

“Montebello Unified School District” (“MUSD”) means the entity doing business under the name “Montebello Unified School District” including parents, subsidiaries, affiliates, predecessors, successors, officers, directors, trustees, board members, employees, agents, general partners, limited partners, partnerships and aliases, code names, or trade or business names used by any of the foregoing.

2.

“Cleve Pell” means MUSD’s former Chief Financial and Operations Officer, Cleve Pell.

3.

HEWS M E D I A GROUP “Communication” means any correspondence, contact, discussion, e-mail, instant message, or any other kind of oral or written exchange or transmission of information (in the form of facts, ideas, inquiries, or otherwise) and any response thereto between two or more persons or entities, including, without limitation, all telephone conversations, face-to-face meetings or conversations, internal or external discussions, or exchanges of a Document or Documents.


4.

“Concerning” means directly or indirectly, in whole or in part, describing, constituting, evidencing, recording, evaluating, substantiating, concerning, referring to, alluding to, in connection with, commenting on, relating to, regarding, discussing, showing, describing, analyzing or reflecting.

5.

“December 2016 Bond Offering” means the “$100,000,000 Montebello Unified School District (Los Angeles County, California) Election of 2016 General Obligation Bonds, Series A” issued by MUSD.

6.

“Del Terra Real Estate Services, Inc.” (“Del Terra”) means the entity doing business under the name “Del Terra Real Estate Services, Inc.” including parents, subsidiaries, affiliates, predecessors, successors, officers, directors, employees, agents, general partners, limited partners, partnerships and aliases, code names, or trade or business names used by any of the foregoing.

7.

“Document” shall include, but is not limited to, any written, printed, or typed matter including, but not limited to all drafts and copies bearing notations or marks not found in the original, letters and correspondence, interoffice communications, slips, tickets, records, worksheets, financial records, accounting documents, bookkeeping documents, memoranda, reports, manuals, telephone logs, telegrams, facsimiles, emails, messages of any type, telephone messages, voice mails, tape recordings, notices, instructions, minutes, summaries, notes of meetings, file folder markings, and any other organizational indicia, purchase orders, information recorded by photographic process, including microfilm and

HEWS M E D I A GROUP 1


microfiche, computer printouts, spreadsheets, and other electronically stored information, including but not limited to writings, drawings, graphs, charts, photographs, sound recordings, images, and other data or data compilations that are stored in any medium from which information can be retrieved, obtained, manipulated, or translated. 8.

“Ruben Rojas” means MUSD’s former Chief Business Officer, Ruben J. Rojas.

9.

“Susanna Contreras Smith” means MUSD’s former Superintendent of Schools, Susanna Contreras Smith.

10.

“Vasquez & Company LLP” (“Vasquez”) means the entity doing business under the name “Vasquez & Company LLP” including parents, subsidiaries, affiliates, predecessors, successors, officers, directors, employees, agents, general partners, limited partners, partnerships and aliases, code names, or trade or business names used by any of the foregoing.

11.

HEWS M E D I A GROUP To the extent necessary to bring within the scope of this subpoena any information or Documents that might otherwise be construed to be outside its scope:

a. the word “or” means “and/or”; b.Winner the word “and” means “and/or”; of Six L.A. Press Club Awards in 2012, ‘13, & ‘14 c. the functional words “each,” “every,” “any,” and “all” shall each be deemed to include each of the other functional words; d. the masculine gender includes the female gender and the female gender includes the masculine gender; and e. the singular includes the plural and the plural includes the singular. B.

Instructions

1.

Unless otherwise specified, the subpoena calls for production of the original Documents and all copies and drafts of same. Documents responsive to this subpoena may be in electronic or paper form. Electronic Documents such as email should be produced in accordance with the attached Document entitled SEC Data Delivery Standards. All electronic Documents responsive to the Document subpoena, including all metadata, should also be produced in their native software format.

2.

For Documents in paper format, you may send the originals, or, if you prefer, you may send copies of the originals. The Commission cannot reimburse you for the copying costs. If you are sending copies, the staff requests that you scan (rather than photocopy) hard copy Documents and produce them in an electronic format consistent with the SEC Data Delivery Standards. Alternatively, you may send us photocopies of the Documents in paper format. If you choose to send copies, you must secure and retain the originals and store them in a safe place. The staff may later request or require that you produce the originals.



3.

Whether you scan or photocopy Documents, the copies must be identical to the originals, including even faint marks or print. Also, please note that if copies of a Document differ in any way, they are considered separate Documents and you must send each one. For example, if you have two copies of the same letter, but only one of them has handwritten notes on it, you must send both the clean copy and the one with notes.

4.

In producing a photocopy of an original Document that contains post-it(s), notation flag(s), or other removable markings or attachments which may conceal all or a portion of the markings contained in the original Document, photocopies of the original Document both with and without the relevant post-it(s), notation flag(s), or removable markings or attachments should be produced.

5.

Documents should be produced as they are kept in the ordinary course of business or be organized and labeled to correspond with the categories in this request. In that regard, Documents should be produced in a unitized manner, i.e., delineated with staples or paper clips to identify the Document boundaries.


6.

Documents should be labeled with sequential numbering (bates-stamped).

7.

The scope of any given request should not be limited or narrowed based on the fact that it calls for Documents that are responsive to another request.


8.

You are not required to produce exact duplicates of any Documents that have been previously produced to the Securities and Exchange Commission staff in connection with this matter. If you are not producing Documents based upon a prior production, please identify the responsive Documents that were previously produced.

9.

For any Documents that qualify as records of regularly conducted activities under Federal Rule of Evidence 902(11), please complete a business records certification (a sample of which is enclosed) and return it with the Document production.

10.

This subpoena covers all Documents in or subject to your possession, custody or control, including all Documents that are not in your immediate possession but that you have the ability to obtain, that are responsive, in whole or in part, to any of the individual requests set forth below. If, for any reason – including a claim of attorney-client privilege – you do not produce something called for by the requests, you should submit a list of what you are not producing. The list should describe each item separately, noting: a. b. c. d.

its author(s); its date; its subject matter; the name of the person who has the item now, or the last person known to have it;



e. f. g. h. i. 11.

C.

the names of everyone who ever had the item or a copy of it, and the names of everyone who was told the item’s contents; the basis upon which you are not producing the responsive Document; the specific request in the subpoena to which the Document relates; the attorney(s) and the client(s) involved; and in the case of the work product doctrine, the litigation for which the Document was prepared in anticipation.

If Documents responsive to this subpoena no longer exist because they have been lost, discarded, or otherwise destroyed, you should identify such Documents and give the date on which they were lost, discarded or destroyed.

Documents to be Produced

1. All Documents and Communications responsive to the document requests issued to MUSD by the staff of the U.S. Securities and Exchange Commission on December 13, 2017.


2. All Documents and Communications Concerning the selection of Del Terra to perform project management and/or construction management services for MUSD.

3. For the period January 1, 2015 to the present, all Documents and Communications Concerning any bid submitted to MUSD for project management and/or construction management services. This L.A. includes, without limitation: Winner of Six Press Club Awards in 2012, ‘13, & ‘14 a. Any responsive bid package;

b. All Documents and Communications discussing, analyzing, and/or assessing a responsive bid; and/or

c. All Documents and Communications Concerning the process used to select the individuals or firms who were ultimately awarded contracts by MUSD.

4. For the period January 1, 2015 to the present, all Documents and Communications related to any concerns, objections, and/or complaints about: a. The process used to select any individual or firm to perform services related to MUSD’s municipal securities program; and/or b. The selection of Del Terra to perform project management and/or construction management services.

5. For the period January 1, 2015 to the present, all Documents and Communications Concerning:

a. The placement of Susanna Contreras Smith, Cleve Pell, and/or Ruben Rojas on administrative leave;

b. The removal of Susanna Contreras Smith, Cleve Pell, and/or Ruben Rojas from administrative leave;


c. The termination of Susanna Contreras Smith, Cleve Pell, and/or Ruben Rojas from MUSD;

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d. Any allegations of fraud, unlawful conduct, misconduct, and/or mismanagement related to Susanna Contreras Smith, Cleve Pell, and/or Ruben Rojas;

e. Any complaints about the conduct and/or qualifications of Susanna Contreras Smith, Cleve Pell, and/or Ruben Rojas; and/or

f. Any informal or formal investigation relating to Susanna Contreras Smith, Cleve Pell, and/or Ruben Rojas.

6. For the period January 1, 2012 to the present, all Documents and Communications Concerning any instance in which one of the following entities or individuals was solicited to make a financial contribution of any kind for the benefit of MUSD, a member of MUSD’s Board of Education, a MUSD administrator, and/or a cause supported by any of the foregoing: a. Any underwriting firm that marketed its services to MUSD or was retained to perform any services for MUSD;


b. Any financial advisor that marketed its services to MUSD or was retained to perform any services for MUSD; c. Any other entity that marketed its services to MUSD or was retained by MUSD to perform services related to the issuance of municipal securities;

d. Any entity that marketed its services to MUSD or was retained by MUSD to perform construction, maintenance, management, and/or consulting work paid for by proceeds Winner Six L.A. Press Cluband/or Awards in 2012, ‘13, & ‘14 raised from theof sale of municipal securities; e. Any employee, contractor, or agent of the foregoing entities.

7. All Documents and Communications Concerning any contemplated or actual disclosure or discussion about the following topics within any draft or version of the official statement for MUSD’s December 2016 Bond Offering or any securities offering planned by MUSD in 2017: a. MUSD’s financial statements, general fund reserves, general fund operating deficits, and/or financial solvency; b. Any MUSD proposed or actual budget, interim report, or fiscal stabilization plan; c. Any allegations of impropriety, fraud, mismanagement, and/or unlawful conduct related to MUSD’s municipal securities program committed by any member of MUSD’s administrative staff or Board of Education;

d. Any allegations of impropriety, fraud, mismanagement, and/or unlawful conduct related to MUSD’s finances committed by any member of MUSD’s administrative staff or Board of Education; e. Any concerns, risks, or issues identified by Vasquez;

f. Any complaints about the conduct and/or qualifications of Susanna Contreras Smith, Cleve Pell, and/or Ruben Rojas; and/or

g. The placement on administrative leave, removal from administrative leave, or termination of Susanna Contreras Smith, Cleve Pell, and/or Ruben Rojas.

