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Contract - Meyers - 2012-03-09 AGREEMENT FOR CONSULTANT SERVICES This Agreement is made and effective as of March Q14'. , 2012, between the Costa Mesa Sanitary District, a sanitary district ("District") and Meyers, Nave, Riback, Silver & Wilson, a California professional law corporation ("Consultant"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: Recitals WHEREAS, District Board of Directors has determined that a Board Member may have vacated his position by accepting an office that is incompatible under California law. and WHEREAS, District's Board has determined that the District, or a representative, must seek permission from the California Attorney General to bring a quo warranto action to determine the incompatibility. and WHEREAS, Consultant has represented that it is competent to perform those services, and WHEREAS the Board and Consultant desire to provide by this Agreement, the terms and conditions by which those services will be rendered; NOW THEREFORE the parties hereto do hereby agree as follows. 1 TERM This Agreement shall commence on March S , 2012, and shall remain and continue in effect until tasks described herein are completed as stated in Consultant's proposal (the 'Proposal") dated January 11 2012, unless sooner terminated pursuant to the provisions of this Agreement. 2. SERVICES Consultant shall perform the tasks described and set forth in the Proposal attached hereto and incorporated herein as though set forth in full. Consultant shall complete the tasks in a timely manner 3. PERFORMANCE Consultant shall, at all times, faithfully and competently perform all tasks described herein in accordance with the standards of the legal profession for a firm that is experienced in government law 1 4 DISTRICT MANAGEMENT District's Counsel shall represent District in all matters pertaining to the administration of this Agreement, review and approval of all billings submitted by Consultant, but not including the authority to enlarge the tasks to be performed or change the compensation due to Consultant. District's President shall be authorized to act on District's behalf and to execute all necessary documents which enlarge the tasks to be performed or change Consultant's compensation, provided that the Board has approved such additional services or compensation in a properly held meeting. 5. PAYMENT (a) The District agrees to pay Consultant in accordance with the tasks as set forth in Exhibit A, attached hereto and incorporated herein by this reference as though set forth in full, upon completion of the task. This amount shall not exceed Fifty Thousand Dollars ($50 000 00) for the total term of this Agreement unless additional payment is approved as provided in this Agreement. Said sum includes travel and other costs. Consultant agrees that the initial phase of the work shall be seeking permission from the Attorney General to file the quo warranto action. After the Attorney General's determination, the District must authorize additional work to be done. Consultant agrees to obtain approval for additional work as milestones are reached. (b) Consultant shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein, unless such additional services are authorized in advance and in writing by the District's General Manager or President. (c) The attorneys performing the services pursuant to this Agreement shall be those set forth in Exhibit A and will be paid at those rates. (d) Consultant will submit monthly invoices. Invoices shall detail tasks performed in increments of the hour time measurement, the dates the work was done, the person performing the task, and the hourly rate Payment shall be made within thirty (30) days of receipt of each invoice as to all non-disputed fees. If the District disputes any of Consultant's fees, it shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth on the invoice. 6. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE (a) The District may at any time, for any reasons, with or without cause, suspend or terminate this Agreement, or any portion hereof by serving upon the Consultant at least ten (10) days prior written notice. Upon receipt of said notice the Consultant shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the District suspends or terminates a portion of this Agreement, such suspension or termination shall not make void or invalidate the remainder of this Agreement. 2 (b) In the event this Agreement is terminated pursuant to this Section, the District shall pay Consultant for the actual work performed up to the time of termination. Upon termination of the Agreement pursuant to this Section, the Consultant will submit an invoice to the District pursuant to Section 5. 7 DEFAULT OF CONSULTANT (a) The Consultant's failure to comply with the provisions of this Agreement shall constitute a default. In the event that Consultant is in default for cause under the terms of this Agreement, District shall have no obligation or duty to continue compensating Consultant for any work performed after the date of default and can terminate this Agreement immediately by written notice to the Consultant. If such failure by the Consultant to make progress in the performance of work hereunder arises out of causes beyond the Consultant's control, and without fault of negligence of the Consultant, it shall not be considered a default. (b) If the District's Counsel or President determines that the Consultant is in default in the performance of any of the terms or conditions of this Agreement, he/she shall cause to be served upon the Consultant a written notice of the default. The Consultant shall have ten (10) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the District shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law in equity or under this Agreement. 8. OWNERSHIP OF DOCUMENTS (a) Consultant shall maintain complete and accurate records with respect to the professional services required by this Agreement and will produce the work product specified in Exhibit A and other such information required by District that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. (b) Upon completion, termination or suspension of this Agreement, all work product reduced to any medium and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall become the sole property of the District and may be used, reused or otherwise disposed of by the District without the permission of the Consultant. With respect to computer files, Consultant shall make available to the District, at the Consultant's office and upon reasonable written request by the District, the necessary computer software and hardware for purposes of accessing, compiling, transferring and printing computer files. 3 9. INDEMNIFICATION (a) Indemnification for Professional Liability When the law establishes a professional standard of care for Consultant's services, Consultant shall indemnify protect, defend and hold harmless District and any and all of its officials, employees and agents ("Indemnified Parties') from and against any and all losses, liabilities, damages, costs and expenses, including attorney's fees and costs to the extent same are caused in whole or in part by any negligent or wrongful act, error or omission of Consultant, its officers, agents, employees or subconsultants (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this Agreement. (b) Indemnification for Other than Professional Liability Other than in the performance of professional services and to the full extent permitted by law Consultant shall indemnify defend and hold harmless District, and any and all of its employees, officials and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind whether actual, alleged or threatened, including attorney's fees and costs, court costs, interest, defense costs and expert witness fees) where the same arise out of are a consequence of or are in any way attributable to in whole or in part, the performance of this Agreement by Consultant or by any individual or entity for which Consultant is legally liable, including but not limited to officers, agent, employees or subconsultants of Consultant. 10. INSURANCE Consultant shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit A attached to and part of this Agreement. Such coverage shall provide automotive commercial general liability and professional error coverage. 11 INDEPENDENT CONSULTANT (a) Consultant is and shall at all times remain as to the District a wholly independent Consultant. The personnel performing the services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither District nor any of its officers, employees, or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents, except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, employees, or agents of the District. Consultant shall not incur or have the power to incur any debt, obligation, or liability whatever against District, or bind District in any manner (b) No employee benefits shall be available to Consultant in connection with the performance of this Agreement. Except for the fees paid to Consultant as provided in the Agreement, District shall not pay salaries, wages, or other compensation to 4 Consultant for performing services hereunder for District. District shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing services hereunder 12. LEGAL RESPONSIBILITIES The Consultant shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Consultant shall at all times observe and comply with all such laws and regulations. The District, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the Consultant to comply with this Section. 13. UNDUE INFLUENCE Consultant declares and warrants that no undue influence or pressure has been used against or in concert with any officer or employee of the Costa Mesa Sanitary District in connection with the award, terms or implementation of this Agreement, including any method of coercion confidential financial arrangement or financial inducement. No officer or employee of the Costa Mesa Sanitary District will receive compensation, directly or indirectly from Consultant, or from any officer employee or agent of Consultant, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement. Violation of this Section shall be a material breach of this Agreement entitling the District to any and all remedies at law or in equity 14. NO BENEFIT TO ARISE TO LOCAL EMPLOYEES No member officer or employee of District, or their designees or agents, and no public official who exercises authority over or responsibilities with respect to the Project during his/her tenure or for one year thereafter shall have any interest, direct or indirect, in any agreement or sub-agreement, or the proceeds thereof for work to be performed in connection with the Project performed under this Agreement. 15. RELEASE OF INFORMATION / CONFLICTS OF INTEREST (a) All information gained by Consultant in performance of this Agreement shall be considered confidential and shall not be released by Consultant without District's prior written authorization. Consultant, its officers, employees, agents or subconsultants, shall not without written authorization from the District's President or unless requested by the District Counsel, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories, or other information concerning the work performed under this Agreement or relating to any project or property located within the District. Response to a subpoena or court order shall not be considered 'voluntary' provided Consultant gives District notice of such court order or subpoena. (b) Consultant shall promptly notify District should Consultant, its officers, employees, agents or subconsultants be served with any summons, complaint, 5 subpoena, notice of deposition, request for documents, interrogatories, requests for admissions, or other discovery request, court order or subpoena from any person or party regarding this Agreement and the work performed thereunder or with respect to any project or property located within the District. District retains the right, but has no obligation, to represent Consultant and/or be present at any deposition, hearing, or similar proceeding. Consultant agrees to cooperate fully with District and to provide the opportunity to review any response to discovery requests provided by Consultant. However District's right to review any such response does not imply or mean the right by District to control, direct, or rewrite said response. (c) Consultant covenants that neither he/she nor any officer or principal of their firm have any interest in or shall acquire any interest, directly or indirectly which will conflict in any manner or degree with the performance of their services hereunder Consultant further covenants that in the performance of this Agreement, no person having such interest shall be employed by them as an officer employee, agent or subconsultant. 16. NOTICES Any notices which either party may desire to give to the other party under this Agreement must be in writing and may be given by (i) personal service, (ii) delivery by a reputable document delivery service such as but not limited to Federal Express, which provides a receipt showing date and time of delivery or (iii) mailing in the United States Mail, certified mail, postage prepaid return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by notice. To District: Costa Mesa Sanitary District 628 West 19th Street Costa Mesa, California 92627 Attn. District Clerk To Consultant: Meyers Nave 575 Market Street, Suite 2600 San Francisco, California 94105 Attn. Richard D Pio Roda, Esq. 17 ASSIGNMENT The Consultant shall not assign the performance of this Agreement, nor any part thereof nor any monies due hereunder without prior written consent of the District. 18. LICENSES At all times during the term of this Agreement, Consultant shall have in full force and effect, all licenses required of it by law for the performance of the services described in this Agreement. 6 19. GOVERNING LAW The District and Consultant understand and agree that the laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in the municipal, superior or federal district court with jurisdiction over the Costa Mesa Sanitary District. 20. ENTIRE AGREEMENT This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations, and statements oral or written, are merged into this Agreement and shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material. 21 CONTENTS OF REQUEST FOR PROPOSAL AND PROPOSAL Consultant is bound by the contents of Exhibit A hereto and incorporated herein by this reference. In the event of conflict, the requirements of District's Request for Proposals and this Agreement shall take precedence over those contained in the Consultant's proposals. 22. MODIFICATION No modification to this Agreement shall be effective unless it is in writing and signed by authorized representatives of the parties hereto. 23. AUTHORITY TO EXECUTE THIS AGREEMENT The person or persons executing this Agreement on behalf of Consultant warrants and represents that he/she has the authority to execute this Agreement on behalf of the Consultant and has the authority to bind Consultant to the performance of its obligations hereunder 24. INTERPRETATION In the event of conflict or inconsistency between this Agreement and any other document, including any proposal or Exhibit hereto this Agreement shall control unless a contrary intent is clearly stated. 25. BUSINESS LICENSE Consultant shall obtain a business license from the City of Costa Mesa unless legally exempt. 7 IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed this day and year first above written. COSTA MESA SANITARY DISTRICT MEYERS, NAVE, RIBACK, SILVER & \-14--CLA WILSON Robert Ooten Signature President of the Board of Directors Richard D Pio Roda Typed Name // A � oA kw.) Title APPROVED AS TO FORM: / District Counsel 8 633 West Fifth Street,Suite 1700 Richard D.Pio Roda Los Angeles,California 90071 Attorney at Low tel 213.626.2906 rpioroda@meyersnave.com fax 213.626.0215 www.meyersnave.corn meyers nave A Commitment to Public Law November 9 2011 Board of Directors Costa Mesa Sanitary District 628 West 19th Street Costa Mesa, CA Re: Proposal to Represent District in Potential Quo Warranto Proceeding Dear Members of the Board: On behalf of Meyers Nave, I am pleased to submit our firm's proposal to assist the Costa Mesa Sanitary District with the possible pursuit of a quo warranto action as to a director who may be holding an incompatible office. I have discussed this potential matter with Board member Art Perry as well as your general counsel. Founded 25 years ago, Meyers Nave is primarily a public agency law firm-90 percent of our clients come from the public sector. We have six offices in California, including Los Angeles. We represent many special districts, including over a dozen sanitary and sanitation districts. Representative Experience Given our public law focus in California, we have represented several clients in quo warranto proceedings. We highlight here examples of our counsel in this area of law • Researched the procedure to determine whether taking action is appropriate. As a result, we filed several applications with the Attorney General's office, including one incident concerning a special district board member who moved outside the district boundary and other directors questioned whether he had a right to retain his seat. • Drafted a quo warranto brief for a Northern California town. In this matter, we advised 1) whether two members of the town council were lawfully holding office in light of a term limit initiative approved by the voters at the same election that the councilmembers were reelected, and 2) what the effect of the initiative is on councilmembers presently holding office. • Assisted City of Modesto councilmembers in removing a member who was no longer attending meetings. We brought action on behalf of the council to remove him from the council. A PROFESSIONAL LAW CORPORATION OAKLAND LOS ANGELES SACRAMENTO SAN FRANCISCO SANTA ROSA FRESNO Board of Directors November 9, 2011 Page 2 We understand the sensitive nature of the matter and assure you that this is the kind of work our firm handles. In fact, Meyers Nave has become the go-to firm for public agencies faced with high stakes, high profile and very sensitive cases. The City of San Bruno engaged us a year ago as special counsel to represent it in the investigation as well as to advise it on liability and crisis management issues in the aftermath of the 2010 pipeline explosion. The City of Los Angeles selected our firm to assist with pension reform that has drawn strong media attention. The City of Oakland came to us to represent it in gang injunctions. And we were retained by Bay Area Rapid Transit (BART) to conduct a confidential internal affairs investigation of the officer-involved shooting death of Oscar Grant. Proposed Strategy and Estimated Costs If requested, we will confirm or provide a legal opinion as to the possible incompatibility of offices at issue. We estimate this work to be $1,500. Should the District decide to proceed with a quo warranto action, our initial step would be to prepare and file an application for leave to sue to the Attorney General on behalf of the plaintiffs,which you have indicated could be the General Manager of the District and/or objecting board members. The application will include a proposed complaint, verified statement of facts, memorandum of points and authonties, and a notice to the defendant. If the defendant objects to the application and attempts to show cause why leave to sue should be denied, the District plaintiffs may have to appear at an order to show cause (OSC) hearing Assuming the Attorney General grants leave to sue, the District will be required to present an undertaking (this entails a $500 fee and a statement that the Distinct will pay any judgment for costs or damages recovered against the plaintiff and all costs and expenses incurred in the prosecution of the quo warranto action). The District may then proceed to prosecute the action up to and including trial (we estimate a three to four day trial) and entry of judgment. The total cost will vary depending upon how the defendant responds and other factors. We estimate that the preparation of the application will cost $10,000-$15,000. Should the defendant object, we estimate the cost to be between $25,000 and $35,000 through summary judgment motion and $35,000 to $50,000 through trial. Again, these are estimates. If retained, we will keep you informed as to on-going fees and costs for any unexpected actions which could force a change in the budget estimate. Also, please note that these estimates do not include the cost of an adverse judgment or any appeal from an adverse judgment, which would require the Attorney General's approval. Enclosed are resumes of firm attorneys whom I think are best suited to assist the District along with an overview of the firm and our proposed legal services agreement. I would serve as your lead contact and project manager. We very much look forward to helping the District chart a course of action that secures the best possible outcome. As our clients can attest, we can provide rapid attention based on the institutional knowledge of the firm and A PROFESSIONAL LAW CORPORATION OAKLAND LOS ANGELES SACRAMENTO SAN FRANCISCO SANTA ROSA FRESNO Board of Directors November 9, 2011 Page 3 the direct experience of our team. This approach ultimately yields efficiency in both cost and time for our clients. We are happy to provide client references upon further request. We appreciate the opportunity to be considered to assist the District in this matter. Please do not hesitate to contact us if you have any questions regarding our proposal. Very truly yours, Richard D Pio Roda Principal 1742752.1 A PROFESSIONAL LAW CORPORATION OAKLAND LOS ANGELES SACRAMENTO SAN FRANCISCO SANTA ROSA FRESNO meyers I nave ' RICHARD D. PIO,RODA Richard Pio Roda practices in the areas of municipal and special district law public contracts and construction, school law election law and corporate law (including transactional and advice work for for-profit and non-profit entities). He specializes in matters relating to public law construction, public contracts,public bidding, prevailing wage law ethics, fr . conflicts of interest, land use, planning, real estate and corporate transactions, governance, and formation. Rich chairs the firm s School Law Practice Group. A A, Richard is the Assistant City Attorney for the City of San Leandro, where he serves as counsel to the City s Board of Richard D.Pio Roda Zoning Adjustments and Planning Commission. Richard is Principal also General Counsel to the Mendocino County Community Development Commission and the Rodeo Hercules Fire 575 Market Street,Suite 2600 San Francisco,CA 94105 District. In addition to providing legal advice on public contracts, construction, public law and corporate T 415.421.3711 transactions, Richard handles all aspects of advice and F 415.421.3767 counsel to board members, commissioners, councilmembers rpioroda@meyersnave.com and staff regarding public law and governance. He also Practice Groups routinely advises on risk and litigation management. From Municipal and Special District Law 2004 to 2007 he served as the Assistant City Attorney for Public Contracts and Construction the clties of Milpitas and Oakley School Law In addition, Richard serves as Special Counsel to the San California Bar Number Francisco Unified School District s Citizens Bond Oversight 215285 Committee. Prior to joining Meyers Nave, Richard was a Education Deputy General Counsel for the District. Under former University of San Francisco,JD,2001 District General Counsel and San Francisco City Attorney University of San Francisco,BS Accounting, Louise Renne, Richard advised the Distract s Facilities, minor in International Economics,cum Business, and Operations Departments in school laude, 1997 construction, real estate, procurement, finance, bidding and Practicing Since: 2001 contracting, and transportation. He frequently counseled on all aspects of school construction, from design to close-out. He also served as the Board's Special Counsel for the Districts successful passage of its 2003 5350 million general obligation bond. He interfaced with City and County representatives, various community groups, bond counsel, financial consultants, the Citizens Bond Oversight Committee, and other District stakeholders as the Board's Pio Roda I Page 1 of 3 representative. Richard was counsel to the San Francisco Board of Education s Buildings and Grounds Committee and Finance Committee and was also the Board's Counsel during regular and executive session meetings. 1-laving conducted numerous AB 1234 ethics trainings for cities and special distracts, Richard is on the Lorman Educational Services faculty for topics such as government ethics; conflicts of interest; the Brown Act and the Public Records Act; and public contracting, bidding and construction. Richard is also a professional auctioneer and fundraiser. He has raised money for various organizations, charities, foundations, and nonprofits throughout California. A partial list of these organizations includes the ABS CBN Foundation, Inc. — USA (` The Filipino Channel's international philanthropic entity), the American Cancer Society the San Francisco Child Abuse Prevention Center, Children s Heritage Foundation, various Boys and Girls Clubs through the Bay Area, Books for the Barrios, and the USF School of Law Public Interest Law Foundation. Representative Experience • Advise Alameda County and Alameda County Redevelopment Agency regarding design-build construction of the Ashland Youth Center (514,000,000 project budget) (2010—Present) • Advised staff to successful completion, punch list, and close-out of two public schools — John O'Connell High School, San Francisco, CA (2003) — New Bessie Carmichael Elementary School, San Francisco, CA (2004) • Counsel to the San Francisco Unified School District Bond Oversight Committee (2003- 2004 2007—Present) • Counsel to the City of Oakley Planning Commission (2004-2007) • Counsel to the City of Milpitas Planning Commission (2004-2007) • Counsel to the Joint City and County of San Francisco and San Francisco Unified School District Special Committee (2002-2004) • Counsel to the San Francisco Board of Education Buildings & Grounds Committee (2002- 2004) • Counsel to the San Francisco Board of Education Budget& Finance Committee (2002-2004) • Guided the City of Milpitas through architect and contractor bidding, approval, and contract process; created and edited contractor pre-qualification program for new main library ($35,000,000 project budget) • Counsel to the City of San Leandro Board of Zoning Adjustments and Planning Commission Pio Roda I Page 2 of 3 Professional and Non-Profit Organization Affiliations • Member, State Bar of California • Member and Past President, Filipino Bar Association of Northern California • Member, National Asian Pacific Amencan Bar Association • Member, Asian American Bar Association of the Bay Area • Member, San Francisco Bar Association • Member, California Council of School Attorneys • Member, National School Boards Association • Special Counsel, Keep Music Rockin Foundation, San Leandro, CA • General Counsel, KAYA, Filipmo-Amencans for Progress • Board member, San Francisco Child Abuse Prevention Center • Board member, San Leandro Scholarship Foundation Presentations and Publications • Moderator, Coalition for Adequate School Housing Annual Conference, Roundtable Discussion, 'Prevailing Wage Momtonng Compliance and Preparation for Hearing Before the Department of Industrial Relations' • Guest Speaker, California Association of Public Purchasing Officers Annual Conference, `Government Ethics and Conflicts of Interest in Purchasing • Instructor, Lorman Educational Services, `California Public Bidding and Contracting Laws' • Instructor, Lorman Educational Services, `Public Meetings —Seminar on the Brown Act, Public Records Act and the Political Reform Act • Moderator, Coalition for Adequate School Housing Annual Conference, Roundtable discussion on debarment and pre-qualification programs • Speaker, Napa County Office of Education, AB 1234 ethics and conflicts of interest taming • Speaker, City of South San Francisco, AB 1234 ethics and conflicts of interest training • Speaker, City of San Leandro, AB 1234 ethics and conflicts of interest training • Speaker,Town of Los Altos Hills, AB 1234 ethics and conflicts of interest training • Speaker, California Special Districts Association, AB 1234 ethics and conflicts of interest training Pio Roda I Page 3 of 3 ., meyers nave i RUTHANNrG ZIEGLER • Ruthann Ziegler is a founding Principal of the firm s , t Sacramento office and has over 25 years of experience in 'r';,--:f public law representing municipalities and special distracts. 3 'pm' She chairs the firm s flagship practice group, Municipal and Special District Law overseeing the work of more than 30 =..k. ,; /4 attorneys who collectively serve as city attorneys to more than 25 municipalities. ,tti In addition to her leadership role in the firm, Ruthann maintains an active legal practice. She represents clients in all matters affecting local governance and decision-making, from day-to-day operations to long-term policy issues. She Ruthann G.Ziegler regularly advises clients on issues such as rate setting, public Principal contracts and bidding, land use, the Subdivision Map Act 555 Capitol Mall,Suite 1200 and environmental issues. Sacramento,CA 95814 Currently Ruthann serves as city attorney and general T 916.556.1531 counsel for several cities and special districts in Northern F 916.556.1516 p rziegler @meyersnave.com California. She has served as City Attorney of Citrus Heights since its incorporation in 1997 and has worked with several Practice Groups municipal incorporation committees. Her other clients have Municipal and Special District Law included public utility districts, power agencies, community Public Contracts and Construction services districts, fire districts, water districts and joint California Bar Number powers agencies. 88854 Ruthann is frequently invited to speak before attorneys, Education associations of special districts, municipal law organizations of California at Davis,JD and others. Topics on which she speaks often include the Yale University, BA Brown Act, AB 1234, the California Public Records Act and Practicing Since:1979 land use issues. The Daily Journal named Ruthann as one of the Top 25 Corporate and Transactional Women Lawyers in California for 2011 Also this year, the League of California Cities selected Ruthann among a number of applicants to serve on the City Attorney s Department new Ad Hoc Medical Marijuana Committee to inform public agency representatives in this new area of law Ziegler I Page 1 of 3 Published Decisions • Placer County Local Aging Formation Commission v. Nevada County Local Agency Formation Commission, et al. 135 Cal.App.4th 793, 37 Cal.Rptr.3d 729 (2006) • county of San Bernardino v. City of San Bernardino et al. 15 Ca1.4th 909 64 Cal.Rptr.2d 814 (1997) Representative Matters and Experience Cortese-Knox-Hertzberg Act Ruthann has represented dozens of citizens groups, special districts and cities in proceedings involving LAFCOs in various counties throughout California. Issues have concerned revenue neutrality tax sharing agreements, incorporations, annexations, reorganizations, consolidations and mergers. Construction Disputes and Resolution When the developer walked away from a multi-million dollar redevelopment project, Ruthann negotiated with the competing interests of the bank, which held a promissory note on the underlying real property and the construction contractor and its many subcontractors. The end result was the Redevelopment Agency owning the project free and clear from the bank, with the project scheduled for completion during 2010. Rate Setting and Financing Alternatives California laws have become increasingly complex as to rate setting, noticing, Proposition 218 voting requirements, fees, assessments and taxes. Ruthann helps clients analyze the various options available and implement financial options in a legally defensible and practical manner. Most recently she has worked with Joint Powers agencies to secure funding for and implementation of regional transportation improvement projects. Development Agreements, Environmental Analyses, Power and Land Use Issues Ruthann has worked with a variety of clients on a broad spectrum of land use issues, including negotiating development agreements, analyzing land use entitlements, and coordinating the securing of adequate financing to offset the impacts from new development. She recently helped coordinate the environmental review and permitting of the TransBay Cable project, a project designed to deliver power from the City of Pittsburg to the City and County of San Francisco by a 53-mile-long transnussion cable under the San Francisco Bay City Attorney Ruthann was retained by the then-newly incorporated City of Citrus Heights as its first City Attorney and continues to represent Citrus Heights today Upon incorporation, she worked with the new council members, staff and consultants on the multitude of issues facing newly Ziegler I Page 2 of 3 incorporated clues, including revenue neutrality and implementing service agreements to assure the City s residents of high quality economical services. First Amendment Issues One of the first challenges faced by the newly incorporated City of Citrus Heights was litigation filed by owners of existing and proposed adult businesses within the City Ruthann and the City successfully negotiated settlement, resulting in those non-compliant businesses no longer operating within the City Emergency Medical Services Ruthann successfully defended the City of Sacramento, emergency ambulance service providers, and the 911 Sacramento area regional communications center in federal court litigation challenging the right of those defendants to provide emergency ambulance transport. The lawsuit also resulted in plaintiffs paying damages to the City of Sacramento in the amount of $850,000. Professional Affiliations • Member, The State Bar of California • Member,Ad Hoc Medical Marijuana Committee, City Attorney s Department, League of California Cities • Past President, Women Lawyers of Sacramento • Past Chair, Environmental Law Section, Sacramento County Bar Association • AV rated attorney as recognized by the Manzndale-Hubbell Law Directory • Past Editorial Board Chair, past Editor, and past Chapter Author, California Mwncipal Law Handbook, League of California Cities Publications and Presentations Ruthann gives several presentations and training seminars each year on various topics. Groups to which she has presented include the League of California Cities, California Special Districts kssociation, California Association of Sanitation Agencies, California Mining Association and California Joint Powers Association, Lorman, NBI, and clients. Topics include the following • Brown Act (Open Meeting Law) • LAFCO • California Public Records Act • Land use issues • Conflicts of interest • CEQA compliance • AB 1234 training • Fees, assessments and Proposition 218 Ziegler I Page 3 of 3 j meyers I nave 1 KEVIN G, ILSERT ; Kevin Gilbert is experienced in all aspects of civil litigation—from pre-litigation investigations and negotiations through trial. In his practice, Kevin has been called upon to represent clients in a wide variety of legal issues, including everything from employment and civil rights claims through complex contract, construction and ,s .,. insurance disputes. He now focuses on representation of public entities as both plaintiffs and defendants in litigation. IvI ° Kevin has tried numerous jury and bench trials through verdict in state and federal courts. „ In addition to specializing in litigation, Kevin has extensive experience in insurance coverage, assuring any potential Kevin Gilbert benefits are either provided or pursued by his clients. As Senior Associate defense counsel, he is able to assure that any potential 555 12th Street,Suite 1500 insurance is involved as quickly as necessary to fund any Oakland,CA 94607 defense and/or settlement. When representing public T 510.808.2000 entities as plaintiffs, Kevin is able to present the allegations F 510.444.1108 and prosecute the case in a manner which assures insurance kgilbert@meyersnave.com proceeds are available to satisfy the ultimate settlement and/or verdict when possible. Practice Groups Litigation Labor and Employment Representative Experience Public Contracts and Construction Civil Rights and General Litigation Matters School Law • Brown v. Napa Valley Unified School District. Obtained a California Bar Number 209236 defense judgment following a motion to dismiss in response to claims from the plaintiff of: failing to Education accommodate her disability violations of the Americans San Francisco Law School,JD,2000 with Disabilities Act (ADA) and Individuals with California State University at Sacramento, Disabilities Education Act (IDEA) requirements, and BA Economics,1996 allegations of assault and battery against a teacher. Practicing Since:2000 • Dalton v City of Santa Rosa, et al. Plamtiff filed suit alleging that she was injured on an unmarked section of sidewalk where the City was completing a public works project in the City of Santa Rosa. The plaintiff sustained significant personal injuries, requiring multiple surgeries. The injuries Gilbert I Page 1 of 4 were ultimately permanent. A full defense verdict was obtained following a two-week jury tnal. • Golin v State of California. Represented the County of Santa Clara and the San Andreas Regional Council in response to claims of inadequate medical care, discriminatory conduct and civil nghts deprivation secondary to a conservatorship action of an autistic child. The plaintiff unsuccessfully appealed through the Ninth Circuit Court of Appeals and the U.S. Supreme Court. • Guice v City of Fanfield. Obtained complete summary judgment in favor of all defendants in response to plaintiffs allegations of Federal civil rights violations, discrimination and excessive force. • La Massa v. City and County of San Francisco and San Francisco 49ers LTD Represented the City and County of San Francisco as well as the 49ers in response to plaintiff's claims of failure to protect, failure to provide adequate police services at professional football game and civil nghts violations. The plaintiff settled on the first day of trial for nuisance value. • Lopez v. City of South San Francisco. This was a wrongful death / dangerous condition of a roadway case in which the plaintiff sought solid seven-figure damages and an injunction against the City of South San Francisco. The case went through argument on very strong motions in [mine and settled for a very nominal sum from the City of South San Francisco. • Martinez v. City of Fairfield Plaintiff Martinez, a 13-year-old boy alleged civil rights violations by Fairfield officers following his being struck in the face numerous times during an arrest. All but two of the plaintiffs claims were dismissed via dispositive motions, with the final claims being tried to a jury The jury returned a complete defense verdict, finding that the officers acted appropriately • Jane Doe v. Summerville Union School District. Represented the Summerville Union High School Distinct in investigating allegations of improper sexual relations between an underage student and one of the District's teachers. The plaintiff filed suit, which was ultimately dismissed against the District in exchange for a waiver of fees and costs. • Rotolo v. City of San Jose, a al. Plaintiffs filed suit following the death of their 17-year-old son at an exhibition hockey game for the San Jose Sharks. The death was a direct result of a blow to the chest, which caused cardiac arrest. Although Cardiopulmonary Resuscitation (CPR) began immediately none of the emergency responders were aware of the Automatic External Defibulator (a portable automatic device used to restore normal heart rhythm to patients in cardiac arrest) on hand at the San Jose Sharks arena. Plaintiffs argued that the City of San Jose, as owners of the facility should be held liable for failing to notify the tenants of the AED's presence. The City of San Jose was dismissed following the Court s sustaining of the City s Demurrer. The matter continued to proceed through the Court of Appeals for the Sixth District and the California Supreme Court, all of whom sustained the trial court's judgment. • Shepherd v. City of Modesto. The plaintiff filed suit alleging wrongful arrest, excessive use of force and false imprisonment following her arrest by Modesto officers. She alleged that she was physically assaulted by the officers during her improper arrest, including providing testimony from numerous witnesses to substantiate the allegations. Despite the plaintiffs allegations, the Federal jury returned a complete defense verdict. Gilbert I Page 2 of 4 • Sonnenberg v. City and County of San Francisco. The plaintiff filed suit against the City and County of San Francisco. The case alleged that the San Francisco International Airport facility was dangerous public property Kevin was able to obtain a voluntary dismissal of the plaintiffs claims as well as full reimbursement of the City and County of San Francisco s defense fees and costs. • Willingham v. City of San Leandro. The plamuff alleged that two officers of the San Leandro Police Department falsely arrested him for being drunk in public following a 911 call involving a marital dispute. Following an eight-day trial, the jury found completely for all defendants. Construction & Cost Recovery Matters • City of La Puente v. Pert Construction, et al. Recovered in excess of$2.6 million on a construction defect and design case in Los Angeles Superior Court where the contractor s failure to adequately waterproof a pre-existing structure during construction resulted in extensive water infiltration and damage. This recovery was especially gratifying in light of the contractor s bankruptcy filing and the team s successful efforts to obtain relief. • City of Larkspur v Jacobs Engineering. Obtained a verdict of$8.3 million from Jacobs Engineering, a multi-national engineering firm, related to deterioration of a City bridge secondary to engineering design errors, including successfully overcoming two separate motions for summary judgment by the defendant. • City of Milpitas v. Turner Construction, et al. Negotiated a settlement of$4.5 million from a construction manager and architect whose deficient work resulted in extended delays and significant cost overruns on the construction of a new city hall. The settlement amount also included a significant fraud and false claims component. • City of f Pinole v. L&D Construction, et al. Recovered over $7 1 million for construction design and defects related to the construction of senior citizen housing The total settlement was obtained from contractors, design professionals and subcontractors who worked on the project. • City of Stockton v. PG&E, et al. Recovered over $500,000 from PG&E, PacBell and Union Pacific Railroad to reimburse the City for delays on a construction project caused by each of the defendants. • GMMB Inc. v Durazo, et al. Represented plaintiff GMMB in this high-profile case involving the apparent embezzlement of significant state funds. Obtained a restraining order from the Los Angeles Superior Court freezing$2.4 million in missing monies, followed by the swift recovery of those public funds. Gilbert I Page 3 of 4 Labor and Employment Matters • Banks v. City of Oakland, et al. Represented the City of Oakland and Oakland Fire Department Chief in response to claims of retaliation, discrimination and harassment through lengthy jury trial. Matter resolved through direct negotiations subsequent to court s granting of nonsuit on the majority of plaintiff's claims prior to final judgment being entered. • Cozad v Napa County, et al. Plaintiff filed suit against the County of Napa, alleging that the conditions imposed upon him through his employment with the County were discriminatory and deprived him of his constitutional rights. • BART New Years Day Internal Affairs Investigation. Served as a part of the Meyers Nave team retained by the San Francisco Bay Area Rapid Transit District (BART) to conduct a confidential internal affairs investigation of the officer-involved shooting death of Oscar Grant. This New Year s Day incident gained public attention throughout the Bay Area and the nation, and sparked protests that extended for a number of weeks following the shooting Kevin conducted crucial interviews and analysis for recommendations involving BART personnel and policy modifications. • Garcia v County ofNapa, et al. Represented supervisor and department head in defending against claims from plaintiff of wrongful termination, sexual harassment and hostile work environment. Following a three week trial, the jury returned a full defense verdict. • Moore ei Pimentel v. City of Desert I-lot Springs. Retained by the City very late in litigation for the purpose of recufying prior litigation errors by former counsel and for representation of City at trial. Successfully negotiated participation by secondary carriers and received reimbursement of significant portions of City s defense costs as well as contributions leading to very favorable settlement of all claims against the City • Pascual P. City of Los Angeles. Obtained summary judgment in favor of all defendants, including the City of Los Angeles, Los Angeles Police Department and Police Chief on claims of civil rights deprivation, discnmunation, hostile work environment and retaliatory discrimination arising out of the high-profile Rampart scandal (refers to widespread corruption in the Community Resources Against Street Hoodlums [C.R.A.S.H.] anti-gang unit of the LAPD Rampart Division in the late 1990s). Professional Affiliations • Member, The State Bar of California Presentations and Publications • Guest lecturer, Association of Defense Counsel • Speaker, Bay Cities Joint Powers Insurance Authority (BCJPIA), Lorman Educational Services, Central San Joaquin Valley Risk Management Authority (CSJVRMA) and American Public Works Association (APWA) Gilbert Page 4 of 4 meyers I nave KIMBERLY DRAKE Kimberly Drake represents public agency clients in complex litigation in federal and state court. Her practice f;1 \j encompasses all aspects of municipal tort defense, civil wr;v 1 tights, land use and election law She has also lent her .0*•, . considerable experience and efforts to appellate, labor and employment matters touching on land use and development, code enforcement, unlawful detainer, workplace/civil 'yny� J c' harassment injunctions, and revenue and taxation. � Kimberly is often retained to work on cases for the Administrative Office of the Courts and has acted as attorney to bench officers and court employees in both state Kimberly Drake and federal court. She regularly defends cities in wrongful Associate death and trip-and-fall, police civil rights, and inverse 555 12th Street,Suite 1500 condemnation cases. She has obtained several workplace and Oakland,CA 94607 civil harassment injunctions on behalf of public employers T 510.808.2000 and employees. She obtained a defense verdict in an election F 510.444.1108 case on behalf of the Novato Sanitary District Her trial kdrake @meyersnave.com advocacy skills have resulted in a number of dismissals and favorable settlements for her clients. She has also lent her Practice Group considerable experience to City Attorneys and City Managers Litigation in subpoena, code enforcement and unlawful detainer California Bar Number matters. 209090 Education Before joining Meyers Nave in 2003 Kimberly worked with University of San Francisco School of Law, another California firm, handling complex civil litigation JD,2000 cases and class actions in the areas of employment University of California at Santa Barbara, discrimination, insurance bad faith, medical malpractice and BA Political Science,1994 products liability She served as a summer intern in the Practicing Since:2000 Government Ethics Division of the San Francisco City Attorney s Office and as a campaign aide for a local Board of Supervisors race. She also taught civics and `Street Law to high school seniors for a semester. Kimberly is admitted to practice in the U.S. District Court, Northern, Eastern and Central Districts. Drake 1 Page 1 of 4 Representative Experience • Shapley v Novato Sanitary District of al After a two-day trial, Kimberly successfully defended a ■sanitary distinct and one of its board members after voters challenged a district election and election results. • Spyglass Hill Properly Owners Association, Inc. v Ciy ofLarkspur Plaintiff property owners association brought suit against the City for inverse condemnation, following a landslide on a hillside above a City street. Plaintiff claimed the City street caused the instability on the hillside, and sought in excess of$1.3 million for a slope retention system and property damage. Kimberly negotiated a full resolution of all claims against the City at a value equaling only half of Plaintiff's verified damages. Even more significant is that the settlement was negotiated a few days short of trial, when Plaintiff potentially could have obtained a $1.6 million verdict including full reimbursement of attorney s fees and costs. • Cuviello v City of Stockton, et al. Obtained favorable ruling for City defendants after an evidentiary hearing in First Amendment case. • BART New Pears Day Internal Affairs Investigation. Served as a part of the Meyers Nave team retained by the San Francisco Bay Area Rapid Transit District (BART) to conduct a confidential internal affairs investigation of the officer-involved shooting death of Oscar Grant. • Vega v. Robinson et al. and related cross-actions. After additional bnefing and oral argument by Kimberly the court reversed its tentative ruling and granted summary judgment in favor of the City of Pittsburg in this inverse condemnation case. • Scanlan, et al. v. Kaufman et al. and related cross-actions. In this complex landslide case involving multiple parties and attorneys, Kimberly s briefing and oral arguments helped the Central Contra Costa Sanitary District avoid attorney fee exposure for inverse condemnation. • Disney v. Spinetta Obtained a civil harassment injunction on behalf of a judicial officer. After Kimberly briefed the issues on appeal, the Court of Appeal affirmed. • Sabatino v. Ciy of Modesto. Drafted special motion to strike under anti-SLAPP statute in response to former mayor s allegations that City mailer constituted illegal campaign expenditures, leading to dismissal of case and attorney s fees award to city • Masaganda v. City of South San Francisco. Obtained dismissal of City in wrongful death case charging City and County with failure to construct median barrier. • ICFG v Ciy of San Leandro. Assisted in the work-up of this RLUIPA case. Kimberly s deposition abilities helped secure testimony that helped the City of San Leandro win on summary judgment. • Williams v. Ciy of Petaluma. Played a key role in convincing plaintiffs to dismiss their inverse condemnation case shortly after discovery was completed. • Dalidio v City Clerk, Ciy of San Lids Obispo and Fritchen v. City Clerk, Ciy of Stockton. Successfully opposed two petitions for a writ of mandamus against local elections officials Drake I Page 2 of 4 who were charged with noncompliance with election law for their rejection of defective petitions and/or untimely-filed ballots. • Colbruno v. Ciy Clerk, City of South San Francisco. Defeated a writ of mandamus challenging the city attorney s impartial analysis of a ballot measure and successfully defended the city clerk s rejection of the petitioner s untimely-submitted rebuttal argument. • City of San Juan Bautista v. Snyder Prosecuted an action for professional negligence against a certified professional accountant who performed an audit for the City Negotiated favorable settlement resulting in significant reimbursement of expenses to the City • Truckee Sanitary District v. Northstar Prosecuted this contract dispute on behalf of a sanitary district, resulting in a favorable settlement. • Williams v. Mitchell et al. Yabut v Anaya et al Obtained dismissals at pleading stages in dangerous condition (Cal. Gov Code § 835) cases. • Hopkins-Brown v. City of South San Francisco et al. Obtained dismissal following filing of summary judgment motion in dangerous condition (Cal. Gov Code § 835) case. • Brown P. Central Contra Costa Sanitary District. Reduced plaintiff homeowner s causes of action against a sanitary district on summary judgment and helped obtain favorable resolution of case. • Lope:v City of South can Francisco. Reduced the settlement value of wrongful death case via successful motion for summary judgment against an heir seeking upwards of$500,000. • Barrett v. Ciy of South San Francisco. Worked up excessive force case that proceeded to trial and resulted in a jury verdict for the client. Professional Affiliations • Member, The State Bar of California • Member, Litigation Section,The State Bar of California • Member, Alameda County Bar Association • Member, Bar Association of San Francisco Volunteer and Pro-Bono Work • Volunteer Judge, McCollum Youth Court, 2009 • Volunteer Judge, Alameda County Office of Education (ACOE), Mock Trial Program, 2009- 2010 Drake I Page 3 of 4 Presentations and Publications • Author, Annoying Civic-Mindedness or Credible Threat of Violence? Daily Journal, 2011 Speaker `Seven Steps to Avoid Civil Litigation, 2009 Drake I Page 4 of 4 meyers I nave FIRM OVERVIEW , . _ t , l _._ OUR COMPREHENSIVE LEGAL Meyers Nave was established in 1986 in San Leandro by four attorneys.Over the last 25 years, KNOWLEDGE AND DEEP ROOTS our firm has grown to be one of the premier public agency law firms in California,employing IN CALIFORNIA'S COMMUNITIES 80+attorneys in six offices—Oakland,Los Angeles,San Francisco,Sacramento,Santa Rosa BENEFIT OUR CLIENTS. and Fresno—and providing legal advice,transactional assistance and litigation services in the various areas impacting public entities. Meyers Naves reputation stems from our As a firm,we encourage pro-bono work, readiness to help clients find creative solutions sponsor firm-wide volunteer opportunities, to financial,regulatory and legal issues.Our and actively participate in other activities that extensive knowledge of-municipal law—coupled strengthen our workplace and our communities. with hands-on experience in negotiating and Our innovation and creative accomplishments PRACTICE AREAS litigating—allows us to cut to the core of issues spring from the staff's commitment to maintain and resolve them quickly. positive and socially responsible workplaces. Climate Change&Green Initiatives Our clients include California cities,towns, Crisis Management Public Policy, CULTURE &DIVERSITY Ethics&In stigations counties and redevelopment agencies,as well as water districts,fire districts,risk management Awareness is the key to educating and honoring Eminent Domain&Inverse the differences in gender,race,ethnicity,sexual authorities,open space districts,harbor districts, Condemnati orientation and culture,and Meyers Nave sanitation districts and other special districts. Env nmental Lay is committed to educating its staff on social We work closely with public officials—council Labo &Employment members,city managers,planning directors, awareness Our Diversity Committee develops Land Use public works directors,finance directors and policies and plans programs that celebrate the multitude of cultures,experience and knowl- LitigaU risk managers—to help manage and optimize P Mu 'pal&Spe al Dish ct La programs and initiatives. edge throughout our firm. Mu ipal Debt Restr ctu ig& Meyers Nave is an equal opportunity employer Many of our attorneys have worked in public Bankruptcy and currently uses various recruitment tactics to agency law for more than zo years,and all are Oil,Gas&Energy Law recognized authorities in their areas of special- hire underrepresented people for all positions. Public Contr cts&Co istr cti ization.As a team,we deliver the best of both We promote gender and cultural diversity in the Public Finance worlds:the insight and perspective of insiders legal profession by participating in minority job Publi Power&Telecon nmications and the objectivity of a 'third party resource. fairs and encouraging our women and minor ity attorneys to lecture and present continuing Redevelopment.Real Estate& Affordable Ho ng School La ' ; Tr sportati &Infr str ctu IaiStra'k , A " . ,P g, I A>`: :i x . Writs&Appeals � ` •- �yr4t�,��"�...+,�..,;^--• ]� ,i r I rW'r.e'j : .Jt a d©L. .-c-, ., tai . ri � l l r S' '' ms' Y t�I� � ' ,p , .a ® ; n' t alY t . 4 I education seminars.We also sponsor CONTINUING EDUCATION I such as how to handle public records diversity training programs and support To stay up to date on hot topics and requests and give employee evaluations. the minority and identity bar associa- inform our clients about issues that tions in our community. may affect them,our attorneys regularly PRO BONO SERVICES ' monitor developments in the law and Pro bono work is a frequent way we choose From 2005 to 2010,Jayne Williams seek ongoing training.Meyers Nave to make meaningful,significant contribu- served as the Managing Principal of our is an approved provider of Minimum tions to the communities in which we work firm—one of very few African-American Continuing Legal Education of the and live. women to manage a large law firm in California State Bar. California.Her vision and enthusi- ! Meyers Naves attorneys are actively asm for diversity have helped the firm Our attorneys receive in-house train- involved in the Volunteer Legal Services bring renewed energy to its longstand- ing from one another(e.g. attorneys Corporation(VLSC),a tax-exempt chari- ing commitment to create workplaces experienced in specialized areas present table organization and arm of the Alameda where diversity is sought,nurtured and seminars to attorneys firm-wide)and County Bar Association,supporting low celebrated.Today,half of our practice participate in roundtable discussions, income Alameda County residents with groups chairs are held by women and/ workshops,conferences,seminars,and essential legal advice.Our attorneys also or minorities,including Jayne who now webinars sponsored by professional asso- provide pro bono legal services to The chairs our Crisis Management:Public ciations and organizations. Further,we Living Room,the McYollum Youth Court, Policy,Ethics and Investigations Practice constantly monitor judicial decisions and La Cocina,and the Davis Street Family Group.She also sits on our Executive scan the news for legal changes that affect Youth Center,among others. Committee. our practice. In addition,we give a portion of our profits Our attorneys are active members each year to select non-profit organizations GREEN INITIATIVES and speakers of numerous public law in the regions where our offices are located. Meyers Nave offices are all accessible via organizations,including the League Our Pro Bono Committee oversees our pro public transportation,and we employ of California Cities and the California bono work as well as our charitable giving. building features such as automatic lights Special Districts Association. to save energy.In our employee kitchens, we offer recycling and composting,as CLIENT SERVICES well as compostable plastic products Our objective is to give our clients the for times when disposable plates and tools to better evaluate legal issues and cups are needed.Whenever possible, access legal services more efficiently.To we print work product on ioo percent this end,we provide clients with free recycled paper. seminars,e-mail alerts and a blog that As a result of our efforts,Meyers Nave allows our attorneys to share information was named a 'Green Power Partner by about legal events and personal insights. the American Bar Association Section Some of our firms recent presentations and the U.S.Environmental Protection covered these topics:human resources, Agency(EPA).We are currently work green building,transit-oriented develop- ing on being green certified by the Bay ment,public contracts and procurement Area Green Business Program(spon- regulations,and the Brown Act.We also cored by the Association of Bay Area offer our clients training opportunities Governments). t . �31L121� i OFF CES { .n bllir:CaT �u�*Mt;e: OS.1, 1s.>:fa rtti iii ' ,13.alt t- , tat14TiY taiell a7,Ya Si i L-,14r �! r :}) I m e y e r s nave ,41 , I tytl�y]�( L ly } CJ31�;) i4•fa3 v. 800.464 3559 ' AM.. i doisi 14.j{}j:iwAy�'�'!i'voidu aST5 Pro. (=.1±"Fyytt,'.t'',r.,, blog:publlclawnews om I lyT. � www.meye om' 633 West Fifth Street,Suite 1700 Richard D.Pio Roda Los Angeles,California 90071 Attorney at Law tel 213.626.2906 rpioroda@meyersnave.com fax 213.626.0215 www.meyersnave.com meyers nave January 11, 2012 Scott Carroll General Manager Costa Mesa Sanitary District 628 W 19th Street Costa Mesa, CA 92627 Re: Proposal to Provide Legal Services Dear Scott: Thank you for considering Meyers, Nave, Riback, Silver&Wilson ("Meyers Nave') to perform legal services for the Costa Mesa Sanitary District ("District") related to the analysis of the doctrine of incompatible offices. We appreciate the opportunity to serve as special counsel. This letter sets forth our proposal to provide legal services and our fee arrangements for those services. 1. Scope of Engagement. We propose to provide the legal services reasonably required to advise the District on the doctrine of incompatible or compatible offices as such applies to a sanitary district's Board of Directors and a municipality's Planning Commissioners. Our work is limited to such services. We will also provide legal services for additional matters that you or the District request of us,provided we agree to perform that additional work. A letter confirming such additional work shall bring such work within the scope of any agreement we enter into that incorporates this proposal. 2. Fees and Personnel. As compensation for our services, our fees will be based on our current standard billing rate for the personnel performing services under this agreement at the time such services are rendered. Our standard billing rates for attorneys and paralegals are attached as Attachment 1 We will not exceed 15 hours of work to perform the scope of engagement without advance approval from the District. I will notify you when we are close to 10 hours of work. I will be the principal in charge of representing your interests. If other attorneys and/or paralegals are assigned to work on your matter, the then current hourly rates of those individuals will be utilized. You retain the legal services of our law firm and not of a A PROFESSIONAL LAW CORPORATION OAKLAND LOS ANGELES SACRAMENTO SAN FRANCISCO SANTA ROSA FRESNO Scott Carroll January 11, 2012 Page 2 particular attorney Hourly rates are subject to reasonable change, usually at the beginning of each year. 3. Disbursements and Expenses. In addition to hourly fees, we may incur out-of- pocket expenses related to your representation. Our Statement of Fee and Billing Information, which sets forth the details of our disbursement and expense policy is attached as Attachment 2. 4. Billing and Payment Responsibilities. Unless otherwise agreed upon,we will send monthly statements which are due within 30 days of receipt. If you have any questions about an invoice, please promptly telephone or write me so that we may discuss these matters. Our Statement of Fee and Billing Information sets forth the details of our fee and billing policy 5. Termination of Services. Any agreement we enter into should include an understanding that you could terminate our services at any time by written notice. After receiving such notice, we will cease providing services. We will cooperate with you m the orderly transfer of all related files and records to your new counsel. We may terminate our services at any time with your consent or for good cause. Good cause exists if(a) any statement is not paid within 60 days of its date; (b) you fail to meet any other obligation under this agreement and continue in that failure for 15 days after we send written notice to you; (c) you have misrepresented or failed to disclose material facts to us, refused to cooperate with us, refused to follow our advice on a material matter, or otherwise made our representation unreasonably difficult; or (d) any other circumstance exists in which ethical rules of the legal profession mandate or permit termination,including situations where a conflict of interest arises. If we terminate our services, you agree to execute a substitution of attorneys promptly and otherwise cooperate in effecting that termination. Termination of our services, whether by you or by us, will not relieve the obligation to pay for services rendered and costs incurred before our services formally ceased. 6. Insurance. If you hire Meyers Nave, please be informed that we maintain general liability and property damage insurance in amounts not less than $1,000,000;professional errors and omissions insurance, in amounts not less than $2,000,000 per occurrence; and $4,000,000 aggregate, which insurance may not be canceled or reduced in required limits of liability unless at least ten days advance written notice be given to you. 7 No Guarantee of Outcome. Any comments made by us about the potential outcome of this matter are expressions of opinion only and are not guarantees or promises about any outcome or results. 8. Dispute Resolution. In the event you become dissatisfied with any aspect of our relationship,we encourage you to bring such concerns to our attention immediately If we are unable to resolve any dispute, either arising out of or in connection with our agreement or relating to the services performed by our firm or any of its attorneys, to our mutual A PROFESSIONAL LAW CORPORATION OAKLAND LOS ANGELES SACRAMENTO SAN FRANCISCO SANTA ROSA FRESNO Scott Carroll January 11, 2012 Page 3 satisfaction, our firm will first comply with any mandatory dispute resolution procedures that may apply to any such dispute. If we are unable to resolve any dispute, and after mandatory dispute resolution procedures have been waived or exhausted,we propose that the parties shall submit such dispute to final and binding arbitration in Los Angeles County California before the American Arbitration Association, pursuant to its then prevailing rules, unless the parties agree in writing to a different arbitration method or forum. If we enter into an agreement, you acknowledge and agree that you have read,understand, and wish to incorporate into our agreement this proposed arbitration provision. You understand that by agreeing to arbitration we each give up the right to present our claims or defenses for trial by a judge or jury and we also give up the right to an appeal. The initial resort to the courts by either party shall not be considered a waiver of that party s right to compel binding arbitration under this provision. This arbitration provision shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws. 9 Full Understanding; Modifications in Writing. This letter contains our proposal, including the scope of engagement, and proposed fee schedule. If we enter into an agreement, this proposal becomes a part of and is incorporated into the terms of that agreement. Any modifications to that agreement, or that affect the scope of engagement or fees must be in writing to be effective. 10. Joint Representation. Our firm maintains of counsel agreements with certain legal specialists. Because these individuals are deemed independent contractors under the applicable provisions of the tax laws and not employees of our firm, it is necessary that you consent to dual representation by our firm and the specialist in the event the matter which you have engaged us to handle requires the use of that specialist. This arrangement has no effect whatsoever on the cost of your legal services, rather it is an ethical requirement that we disclose this fact and that you consent. You consent if we enter into any agreement concerning this proposal. 11. Conflicts. Our firm represents many public agencies in California, Nevada and Arizona. Since 1986,we have represented over seven hundred public clients,including numerous cities, redevelopment agencies, special districts, counties and other public entities, and we are accepting new engagements all the time. It is virtually inevitable that we will work on projects from other clients having different governmental or political objectives, beliefs or views from Costa Mesa Sanitary District. In view of the fact that the Distnct is a Public Entity this letter confirms that the services which we are rendering to you are limited m scope and for the benefit of Costa Mesa Sanitary District only Meyers Nave performs a variety of professional services for its clients and it is possible that we will represent public agency clients which are adverse to you on other matters. To avoid potential problems, if we enter into an agreement, you will also A PROFESSIONAL LAW CORPORATION OAKLAND LOS ANGELES SACRAMENTO SAN FRANCISCO SANTA ROSA FRESNO Scott Carroll January 11,2012 Page 4 agree that you expressly waive any actual or potential conflicts that might arise from such representation, that you will not attempt to disqualify Meyers Nave on such matters, and that our firm is free to represent its clients on such matters. If we sign an agreement memorializing acceptance of this proposal, you acknowledge that we have discussed these matters and you confirm that Costa Mesa Sanitary District does not object to our representation of clients on matters where their legal,governmental or political objectives and/or positions may be different from or adverse to those of Costa Mesa Sanitary District, and that Costa Mesa Sanitary District waives any conflicts of interest with respect to our representation of such clients with differing legal,governmental or political interests. You further confirm that Costa Mesa Sanitary District will not assert any conflict of interest concerning such representation or attempt to disqualify this firm from representing such clients notwithstanding such adversity While you would certainly be free to terminate our relationship, you agree that this firm nonetheless would be free to represent such clients even on those matters which you consider adverse, and that you waive any conflict of interest in connection therewith. Needless to say these acknowledgments do not permit our firm to represent another client in opposing the specific project for which you engage us without your specific wntten consent. You may wish, and we encourage you, to consult legal counsel regarding the effect of this conflict waiver. Again,we thank you for allowing us the opportunity to serve as your lawyers. Very truly yours, Richard D Pio Roda RDP:pp cc: Alan Burns, Distnct General Counsel Enclosures c: Conflicts Department Billing Department 1779355.1 A PROFESSIONAL LAW CORPORATION OAKLAND LOS ANGELES SACRAMENTO SAN FRANCISCO SANTA ROSA FRESNO Scott Carroll January 11,2012 Page 5 ATTACHMENT I MEYERS, NAVE, RIBACK, SILVER&WILSON RATE SHEET Sr Principal $325 Principal $290 Sr Of Counsel $290 Jr Of Counsel $290 Sr Associate $275 Associate $245 Paralegal $125 Our rates adjust every January(appropriate date) by the greater of 3% or the relevant local CPI increase over the prior 12 month period, rounded to the nearest $5. A PROFESSIONAL LAW CORPORATION OAKLAND LOS ANGELES SACRAMENTO SAN FRANCISCO SANTA ROSA FRESNO ATTACHMENT 2 MEYERS,NAVE, RIBACK, SILVER & WILSON STATEMENT OF FEE AND BILLING INFORMATION The following is a general description of our fee and billing policies. These general policies may be modified by the specific engagement letter or agreement to which this summary is attached. Professional Fees. Our fees for professional services are based on the fair value of the services rendered. To help us determine the value of our services, our attorneys and paralegals maintain time records for each client and matter. Our attorneys and paralegals are assigned hourly rates which are based on years of experience, specialization, training and level of professional attainment. We adjust our rates periodically (usually at the beginning of each year) to take into account inflation and the increased experience of our professional personnel. To keep professional fees at a minimum, legal work that does not require more experienced attorneys will be performed, where feasible, by attorneys with lower billing rates. Of course, the quality of the work is paramount, and we do not sacrifice quality to economy Before undertaking a particular assignment,we will,if requested, provide you with a fee estimate to the extent possible. Estimates are not possible for some matters, however, and cannot be relied on in many others because the scope of our work will not be clear at the outset. When a fee estimate is given,it is only an estimate;it is not a maximum or minimum fee quotation. The actual fee may be more or less than the quoted estimate. Retainer. Our normal practice is to rewire a retainer to cover a portion of the anticipated attorneys fees and costs. Any retainer will be placed in the firm's trust account. At the conclusion of our services,we will return to our client any unapplied retainer, after deducting payment for charges billed or to-be-billed for services and any remaining out-of-pocket expenses. Billing And Payment Procedures. Unless other arrangements are made at the time of the engagement, invoices will be sent monthly Invoices for outside services exceeding$100 may be billed separately Occasionally however, we may defer billing for a given month or months if the accrued fees and costs do not warrant current billing or if other circumstances would make it appropriate to defer billing. Our invoices contain a brief narrative description of the work performed;if requested, the initials of the attorney who performed the work will appear on the statement. The invoice will include a line item reflecting in-house administrative costs. The firm s in-house administrative costs include, but are not limited to, duplicating, facsimile charges, telephone charges, E-mail, postage, mileage and other administrative expenses. The firm will be reimbursed for all outside services incurred in the course of providing legal services to our client(s). Outside services will include, but are not limited to, all third-party expenses, delivery charges, travel expenses, outside research services, filing fees, expert witness and expert consultant fees. If you have any questions regarding an invoice, the Finance Director or Chief Operating Officer is available to answer your questions. For any unresolved matters, the Bar Association has an arbitration mechanism that can be used to resolve such matters. Late Payments. Statements for services are payable upon presentation and, in all events, within thirty (30) days after receipt. Occasionally a client has difficulty in making timely payments. To avoid burdening those clients who pay their statements promptly with the added costs we incur as a result of late payments, a late charge will be assessed on statements not paid within thirty (30) days. The maximum monthly late payment charge will be 1.5% per month. In the unlikely event we arc required to institute legal proceedings to collect fees and costs, the prevailing party will be entitled to reasonable attorneys' fees and other costs of collection.