Yreka City Council
April 14, 2023

Corey Middleton, Mayor
Paul McCoy, Mayor Pro tempore
Colleen Baker, Councilmember
Drake Davis, Councilmember
Duane Kegg, Councilmember
Jason Ledbetter, City Manager
Rhetta Hogan, Asst. City Manager and Clerk
Emily Aldrich, Finance Director
Matthew Bray, Public Works Director
John Elsnab, Human Resources Director
Mark Gilman, Police Chief
Dohn Henion, City Attorney
Jerry Lemos, Fire Chief
Juliana Lucchesi, Planning Director

YREKA CITY COUNCIL SPECIAL MEETING AGENDA
Closed Session - Friday, April 14, 2023, 1:00PM
Yreka City Council Chamber, 701 Fourth Street, Yreka, CA 96097 Phone 530-841-2386, Facsimile 530-842-4836, email: [email protected] Regular Meetings of the Yreka City Council are held the 1st and 3rd Tuesday of every month.

The full agenda packet can be found on the City’s website: www.ci.yreka.ca.us/AgendaCenter

1. CALL TO ORDER SPECIAL SESSION AND PLEDGE OF ALLEGIANCE:

2. PUBLIC COMMENT ON CLOSED SESSION:

3. CLOSED SESSION:

The City Council will recess to Closed Session to discuss the following item(s). At the conclusion of the Closed Session, Open Session will reconvene and reportable action, if any, will be announced:
a. Public Employment § 54957
Title: City Attorney(s)

4. OPTIONAL RECESS IF DESIRED:

5. RETURN TO OPEN SESSION:

Announcement of any action taken by the City Council in Closed Session required by the Ralph M. Brown Act. (Government Code § 54950 et. seq.)

6. CALL TO ORDER REGULAR OPEN SESSION:

Join this meeting via Zoom:

Link: https://us02web.zoom.us/j/6194957056
Meeting ID# 619-495-7056
Members of the public may also remotely listen to and participate in the meeting via teleconference. If you wish to listen or participate in this meeting through teleconference, simply dial into the conference number below, and enter the meeting ID#.

Conference call in Number: 669-900-6833 (Toll-Free 888 788 0099) “RAISE YOUR HAND” to provide public comment for your desired item. Speakers will be asked to identify themselves.
• Online: If you are online, click on “raise hand” on the bottom of your screen. • Mobile App: In the mobile app, you can raise your hand by tapping the "Raise Hand" option in the "More" tab. • Telephone: If you are calling in via telephone, to raise your hand, dial *9 (star-nine). Speakers will be called on by the last four digits of their phone number. To unmute yourself dial *6 (star-six). 1 of 61

7. PUBLIC COMMENTS:

Public participation is welcomed and invited at all City Council meetings. This time is set aside for residents to address the City Council on matters listed on the Consent Agenda as well as other items not included on the Regular Agenda. If your comments concern an item noted on the Regular Agenda, please address the Council when that item is open for public comment.

The City requests that persons addressing the City Council refrain from making personal, slanderous, profane, or disruptive remarks.

Councilmembers, when recognized by the Mayor, may ask questions of presenter but no action may be taken by the City Council during the public comment section of the meeting. Under the Brown Act, the City Council is prohibited from discussing or taking action on any item not listed on the posted agenda.

This time is set aside for residents to address the City Council on matters listed on the Consent Agenda as well as other items not included on the Regular Agenda. If your comments concern an item noted on the Regular Agenda, please address the Council when that item is open for public comment. • Please speak into the microphone from the podium. The podium electronically adjusts up and down to accommodate speaker.
• Please state your name for the record prior to providing your comments. • Please address the Council as a whole.
• If you have documents to present, please provide a minimum of seven (7) copies. • Please limit your remarks to five (5) minutes.

Public comments period is not intended to be a “Question and Answer” period or conversations with the Council or City staff.

8. PUBLIC COMMENT FOLLOW-UP:

This is the time for City Council or the City Manager to respond to public comments and may direct staff to prepare a report or place an item on a future agenda.

9. NEW BUSINESS
City Manager
a. Agenda Title: Award Professional Services Agreement with Colantuono, Highsmith, Whatley, PC for City Attorney Legal Representation
Recommended City Council Action: Motion to Authorize the City Manager and staff to execute a Legal Services Agreement with Colantuono, Highsmith, Whatley, PC for City Attorney Legal Representation.
b. Agenda Title: Award Professional Services Agreement with The Water Group, Water Law and Advocacy Legal Representation
Recommended City Council Action: Motion to Authorize the City Manager and staff to execute a Legal Services Agreement with The Water Group, Water Law and Advocacy Legal Representation. c. Agenda Title: Award Professional Services Agreement with Silver & Wright, LLP to perform nuisance abatement, code enforcement, receivership, and City Prosecutor Legal services as assigned by City Staff.

Recommended City Council Action: Motion to Authorize the City Manager and staff to execute a Legal and Professional Services Agreement with Silver & Wright, LLP. 2 of 61

10. ADJOURNMENT:

In compliance with the requirements of the Brown Act, notice of this meeting has been posted in a publicly accessible place, 24 hours in advance of the meeting.

All documents produced by the City which are related to an open session agenda item and distributed to the City Council are made available for public inspection in the City Clerk’s Office during normal business hours.

Public Hearings: If, in the future, you wish to challenge in court any of the matters on an agenda for which a public hearing is to be conducted, you may be limited to raising only those issues which you (or someone else) raised orally at the public hearing or in written correspondence received by the City at or before the hearing. Any person seeking to challenge a City Council decision made as a result of a proceeding in which by law a hearing is required to be given, evidence is required to be taken, and the discretion in the determination of facts is vested in the City Council, shall be required to commence that action 90 days following the date on which the decision becomes final as provided in Code of Civil Procedure Section 1094.6. Please refer to Code of Civil Procedure 1094.6 to determine how to calculate when a decision becomes “final.”
"CHALLENGING DECISIONS OF CITY ENTITIES The time limit within which to commence any lawsuit or legal challenge to any quasi-adjudicative decision made by the City of Yreka is governed by Section 1094.6 of the Code of Civil Procedure, unless a shorter limitation period is specified by any other provision, including without limitation Government Code section 65009 applicable to many land use and zoning decisions, Government Code section 66499.37 applicable to the Subdivision Map Act, and Public Resources Code section 21167 applicable to the California Environmental Quality Act (CEQA). Under Section 1094.6, any lawsuit or legal challenge to any quasi-adjudicative decision made by the City must be filed no later than the 90th day following the date on which such decision becomes final. Any lawsuit or legal challenge, which is not filed within that 90-day period, will be barred. Government Code section 65009 and 66499.37, and Public Resources Code section 21167, impose shorter limitations periods and requirements, including timely service in addition to filing. If a person wishes to challenge the above actions in court, they may be limited to raising only those issues they or someone else raised at the meeting described in this notice, or in written correspondence delivered to the City of Yreka, at or prior to the meeting. In addition, judicial challenge may be limited or barred where the interested party has not sought and exhausted all available administrative remedies." The City of Yreka does not discriminate on the basis of race, color, national origin, religion, age, gender, sexual orientation, disability, or any other legally protected classes in employment or provision of services. In compliance with the Americans with Disabilities Act, those requiring accommodations for this meeting should notify the City Clerk prior to the meeting at (530) 841-2386 or by notifying the Clerk at [email protected].

AFFIDAVIT OF NOTIFICATION AND POSTING

STATE OF CALIFORNIA )

COUNTY OF SISKIYOU ) SS

CITY OF YREKA )
I, Rhetta Hogan, City Clerk for the City of Yreka, hereby declare under penalty of perjury that a copy of the above Agenda of the Regular Meeting of the City Council of the City of Yreka, California, was delivered and/or notice by email not less than 24 hours, before the hour of 1:00 p.m. on April 14, 2023 to the members of the governing agency, and caused the agenda to be posted on the City’s website at www.ci.yreka.ca.us and posted at Yreka City Hall, 701 Fourth St., Yreka, California. 3 of 61

CITY OF YREKA

CITY COUNCIL AGENDA MEMORANDUM
To: Yreka City Council
From: Jason Ledbetter, City Manager
Prepared By: Rhetta Hogan, Assistant City Manager
Agenda Title: Legal Representation Agreements
Meeting Date: April 14, 2023
Recommended Action: Each motion will be considered as a separate action.

9.a. Motion to Authorize the City Manager and staff to execute a Legal Services Agreement with Colantuono, Highsmith, Whatley, PC for City Attorney Legal Representation.

9.b. Motion to Authorize the City Manager and staff to execute a Legal Services Agreement with The Water Group, Water Law and Advocacy Legal Representation.

9.c. Motion to Authorize the City Manager and staff to execute a Legal Services Agreement with Silver & Wright, LLP.

Discussion:

City staff is seeking authority from the City Council to enter into legal service agreements for general counsel and specialized legal counsel for support to the City’s legal services.

The City Attorney, Dohn Henion is leaving as the City Attorney and Prosecutor at the end of April 2023, after having served as City Attorney for over eleven years.

The firm of Colantuono, Highsmith, Whatley, PC is under consideration as the City’s general Counsel.

The firm of The Water Group, Water Law and Advocacy Legal Representation is being considered as specialist in water rights and permits and other related matters for water and hydro electric energy law.

The firm of Silver and Wright is being considered as specialists in nuisance abatement, code enforcement, receivership law.

Fiscal Impact:

Fiscal impact is based on minimum retainer and usage.
4 of 61
DAVID J. RUDERMAN | (530) 798-2417 | [email protected] 420 SIERRA COLLEGE DRIVE, SUITE 140, GRASS VALLEY, CALIFORNIA 95945-5091 | (530) 432-7357 GRASS VALLEY | PASADENA | SACRAMENTO | SOLANA BEACH | SONOMA 305943.v1
Our File No. 99904.0216
March 31, 2023

VIA ELECTRONIC MAIL
Jason Ledbetter, City Manager
City of Yreka
701 4th Street
Yreka, CA 96097
Re: Proposal to Provide the City of Yreka with City Attorney Legal Services Dear Mr. Ledbetter:

Thank you for the opportunity to propose our services as City Attorney to the City of Yreka. We believe Colantuono, Highsmith & Whatley are well qualified to serve you.

EXPERTISE. As a leader in the field of municipal law in California, Colantuono, Highsmith & Whatley can meet all of Yreka’s legal needs, whether transactional/advisory or litigation, through high-quality, cost-effective direct legal support. Our firm has significant experience in representing cities in every aspect of their legal needs.

We propose Andrew L. Jared to serve as City Attorney. Mr. Jared has over fifteen years of experience representing both general law and charter cities. He has over twenty years of legal experience, and since 2006 has been dedicated to representing public agencies throughout California. He serves as City Attorney and Planning Commission Counsel to the City of South Pasadena and as General Counsel to the Goleta Water District. He previously served as City Attorney to the City of Chico and Assistant City Attorney in the City of Pomona, serving in a de facto City Attorney role for two years. He is an experienced legal advisor at public meetings and provides advice on the Brown Act, Political Reform Act, Public Records Act, parliamentary procedure and internal City Council policies and procedures that may arise. He has attended over five hundred public meetings of City Councils and other public agencies as legal counsel. Mr. Jared is available to attend the regular meetings of the Yreka City Council in person and via 5 of 61
Jason Ledbetter, City Manager
March 31, 2023

305943.v1
remote access on the first and third Tuesdays of every month, and remote office hours at mutually agreeable times, if required, as discussed further below in this proposal.

While all the attorneys at the firm will be available to support Yreka’s legal needs, we propose David Ruderman to serve as Assistant City Attorney. Mr. Ruderman serves as the City Attorney for the Cities of Lakeport, Sonoma, and Weed, as well as General Counsel for Yuba LAFCO and the Tahoe Forest Hospital District. Information about all the firm’s attorneys that will be available to support Yreka is available at our website:
www.chwlaw.us.

FIRM BACKGROUND & APPROACH. Colantuono, Highsmith & Whatley was founded in 2002. The firm now employs 33 attorneys, based out of offices in Pasadena, Grass Valley, Sonoma, Solana Beach, and Sacramento.

We see our relationship with the City Council and other decision makers to be that of a counselor and service provider. We do not attempt to direct policy decisions, but rather, attempt to provide the solution or outcome that the City desires while always identifying the various options and risks involved with each choice. In working with the City Manager and other City staff, we view our role as a partner with the City Manager, working to help the City achieve its goals. That said, our client is the City Council and the duty of loyalty resides there.

Our philosophy is to anticipate and find solutions for our clients’ problems and to help our clients achieve their goals. We focus on preventative law directed at addressing legal problems before the parties find that they must resort to timeconsuming and expensive litigation. If litigation is required, however, we are well equipped to vigorously represent our clients’ interests in court. At the same time, we are alert for opportunities to settle litigation and thereby to reduce our clients’ costs.

The firm is also very sensitive to the City’s need to control costs, as we represent many relatively smaller agencies. We are experienced in developing cost management strategies in cooperation with our public clients to ensure the most effective and efficient use of our services. It is our goal to provide high-quality legal services to the City while working with City staff to minimize our fees. We also regularly communicate about the estimated time to complete a project and frequently work with our clients to prioritize projects so the City receives the advice it needs within the budget it expects.
6 of 61
Jason Ledbetter, City Manager
March 31, 2023

305943.v1
RATES: Our rates range from $255 per hour for the work of first-year attorneys to $575 per hour for our most experienced lawyers. As a courtesy to you, however, we propose the following:
 Monthly retainer of $6,900 for up to 30 hours of work (i.e., $230 per hour discounted General Services rate). For any hours over 30 hours per month, General Services would be billed at $235 per hour for all attorneys (General Services rate).
 Public Records Act requests billed at $210 per hour for associate attorneys and $190 per hour for paralegals. Public Records Act services do not count toward the monthly General Services retainer.
 2-hour training session in AB 1234/ethics free once per year via Zoom by the City Attorney (can be done in person if coupled with regular meeting or other meeting); additional training at General Services rate.  Special Services billed at $255 per hour for all attorneys.  Labor and Employment services billed at $295 per hour for all attorneys.  Litigation billed at $295 per hour, $325 per hour for appeals for all attorneys.  Work that will be reimbursed by developers will be billed at $350 per hour for all attorneys. By billing reimbursable services at this higher rate, we can keep our other rates lower.

Service Rate (per hour‐blended)
General Retainer (monthly up to 30 hours) $6,900/month
General Services (for 30+ hours/month) $235
Public Records Act $210/$190 associate/paralegal
AB 1234/Ethics Training Free – 2 hours per year
Special Services $255
Labor & Employment $295
Litigation (Trial/Appellate) $295/$325
Reimbursable by Third Party $350
7 of 61
Jason Ledbetter, City Manager
March 31, 2023

305943.v1
Definitions. “General Services” are defined as follows (non‐litigated matters):
 Attend regular and special meetings of the City Council, including closed sessions, and Planning Commission meetings as needed.
 Provide routine legal assistance and advice through telephone/remote consultation to the City Council and to City staff relating to general public law issues, conflict and ethics questions, Brown Act, potential tort liability and risk management.
 Prepare and review agenda items for City Council and Planning Commission meetings.
 Review and approve City Council and Planning Commission meeting minutes.
 Review public hearing notices.
 Review City Council and Planning Commission staff reports.  Review all tort claims received by City (if required).  Review and approve risk management and administrative policies.  Review and approve requests for proposals for City projects.  Review and approve document destruction requests.
 Review public records requests, review responsive records, and advise as to applicable privileges.
 Review all contracts with third party providers and other agencies.  Prepare ordinances, resolutions, and related routine documents.  Provide training on ethics, conflicts, Brown Act, and other routine topics for city staff, appointed and elected officials.
 Monitor pending state and federal legislation and regulations, and new case law.
 Provide routine advice and drafting of required documents for property acquisitions, property dispositions, public improvements and works, easement dedications, and right of way abandonment.
 Prepare correspondence and perform such other or additional routine legal services (not identified as Special Services below) as may be requested by the City, acting by and through the City Council or the City Manager.
8 of 61
Jason Ledbetter, City Manager
March 31, 2023

305943.v1
“Special Services” are defined as follows (non‐litigation matters):
 Attend other meetings of any other Commissions or Boards as may be specified and requested.
 Advice on and drafting of agreements for economic development, including exclusive negotiating agreements, disposition and development agreements, development agreements, and related real estate and eminent domain services other than routine review of escrow documents, title reports and standard sale or purchase contracts.
 Redevelopment Agency dissolution and Successor Agency matters.  Legal research and analysis, negotiation, bargaining, and dispute resolution pertaining to labor, employment, and personnel matters.  Advice regarding revenue measures, local taxes, fees, assessments, and other advice regarding municipal finance law, including Propositions 218 and 26.
 Environmental legal services other than normal, cursory review of negative declarations, environmental impact reports and project-level environmental documentation as needed.
 Insurance coverage services, such as advice and representation regarding disputes with the City’s risk pool or other insurance provider.  Water law services.
 Code compliance litigation.
 Cannabis regulation and enforcement services (for services not covered under pre-existing legal services agreement).
 Such other specialized services as may be required by the City.

We understand that the City uses other firms for different legal demands. We are happy to work with other firms as necessary and directed by the City Manager. By identifying particular service areas, we are not implying an expectation that all the services listed above would be solely provided by our firm.

TRAVEL TIME & COSTS. We would charge only one-half time for travel to and from City Hall, portal-to-portal through the retainer for the City’s current Tuesday City Council meetings. Travel costs would be passed through at cost. However, if Council meetings are moved to the 1st and 3rd Thursday evenings, the firm will bear all travel 9 of 61
Jason Ledbetter, City Manager
March 31, 2023

305943.v1
costs and would bill for one-half travel time outside the retainer at the General Services rate.

In addition, while Mr. Jared would attend regular Council meetings in person as we develop our relationship with the City Council and staff, we propose allowing Mr.

Jared to attend via Zoom with the City Manager’s approval to reduce costs. Mr. Jared is resident in our Pasadena office and, when necessary or advisable to attend meetings in person, would likely fly to Yreka through Medford. Regular and special meetings addended by Zoom would have no minimum hours charge.

For special meetings requiring in-person attendance, travel time would be billed portal-to-portal at half the General Services rate (does not count toward retainer hours), and travel costs at cost. Planning Commission appearances (if necessary) would be handled by an associate via Zoom (no minimum hours charge); other appearances upon request (Special Services rate). Travel costs required for Special Services and Litigation matters would be billed at cost, using the Special Services rate for travel.

We charge 20 cents per page for in-house photocopies, one dollar per outgoing page for facsimile transmissions (though we find facsimile charges to be a rarity). As to other costs, we simply pass on to you, without mark-up, the costs of any expenses incurred, such as outside copying, Federal Express charges, long distance telephone calls, etc. We do not charge for word processing or secretarial overtime. Moreover, the firm does not charge additional fees for basic computer-assisted research or investigation. In the event a separate fee is charged to the firm for unusual research, we would pass that expense on to the City without mark-up. We will also agree not to charge the City for office support services and similar operational costs.

CONFLICTS OF INTEREST. We have reviewed our conflicts of interest index and find no previous representations which would affect our ability to present Yreka. However, as you know, the firm represents the City of Weed as City Attorney and would therefore be unable to represent Yreka in any matter adverse to Weed without the informed written consent of both cities.

We enclose our resumes, the firm’s profile, a recent newsletter, and a list of Mr.

Ruderman’s principal appellate cases. If we can provide further information to assist your review of this proposal, please let me know.
10 of 61
Jason Ledbetter, City Manager
March 31, 2023

305943.v1
Again, thank you for the opportunity to propose our services.

Sincerely,

David J. Ruderman & Andrew L. Jared
DJR:djr
Enclosures: Resumes
Firm Profile
Significant Appellate Representation
Firm Newsletter
11 of 61
306012.v1
Proposed City Attorney — Andrew L. Jared
Andrew Jared is Senior Counsel in Colantuono, Highsmith & Whatley’s Pasadena office.   He has specialized in
representing cities and other public agencies in every
aspect of municipal law since 2006.  Mr. Jared joined the firm in January 2020.

His extensive experience includes serving as City Attorney for the City of South Pasadena, City Attorney for the City of Chico, Acting City Attorney/Assistant City Attorney for the City of Pomona, Interim City Attorney for the City of Red Bluff, and Assistant/Deputy City Attorney forthe cities of Pomona, Chico, and South Pasadena. He also serves as General Counsel for the Goleta Water District.

His practice covers the full range of public law issues, including land use, elections, conflicts of interest, open meetings law, CEQA, public works and public contracting compliance, labor and employment, cannabis regulation and enforcement, telecommunications regulation, and litigation.  He has prepared hundreds of ordinances and resolutions, and attended over five‐hundred public meetings.  He is currently advising on the approval and certification of the 6th Cycle Housing Element for several cities.  His practice has traditionally focused on land use issues including CEQA, General Plan approval, and adaptive reuse of sites.

He has counseled clients on water contamination issues, and overseen outside counsel litigating MTBE, perchlorate, PFAS, and TCP 1,2,3 cases. He has counseled clients on laborlaw issues, employment law, employee relations, and reprimands and terminations.

He began his career as a litigator in complex litigation and insurance defense matters.  He continues to be involved in litigation matters to this day but primarily is focused on transactional and advisory work, while overseeing litigation counsel.

Drafting and interpreting contracts is a daily activity for Mr. Jared.  He is the primary reviewer of contracts and staff reports related to contracts for his general counsel clients.

He has negotiated and interpreted franchise agreements for refuse, telecommunications, and public utility services. He has dealt with prevailing wage compliance issues, and public works delay claim cases. His strongest suit is negotiating resolution to complex legal disputes and conflict resolution.

He serves as the editor of Chapter 2 of the Municipal Law Handbook covering topics of Conflicts of Interest, the Political Reform Act, Government Code section 1090, the Public Records Act, and the Brown Act.
12 of 61
306012.v1
Education:
 J.D., Law, 2001, Pepperdine University, Malibu, CA
 M.Sc., Environmental Management, 1999, Wye College, University of London (Imperial College), Kent, UK
 B.A., Geography, 1993, University of California, Los Angeles, Los Angeles, CA Bar Number: State Bar Number 216935
Admission Date: December 7, 2001
Admissions:

Supreme Court of the State of California
Ninth Circuit Court of Appeal
United States District Court, Central District of California United States District Court, Eastern District of California Length of Employment with Firm:  since 2020
Years of Public Law Experience: since 2006
PROFESSIONAL BACKGROUND:

City Attorney/General Counsel Positions Held:
• City of South Pasadena
o City Attorney, September 2021 to Present
o Assistant City Attorney, February 2019 to August 2021 • Goleta Water District
o General Counsel, July 2022 to Present
• City of Red Bluff
o Interim City Attorney, February 2022 to April 2022
• City of Chico
o Outside Special Counsel, March 2020 to Present
o City Attorney, December 2019 to March 2020
o Acting City Attorney, December 2018 to December 2019
o Assistant City Attorney, February 2015 to December 2018 • Banning Library District
o General Counsel, 2015 to 2019
• City of Pomona
o Acting City Attorney and Planning Commission Counsel, 2016 to 2018 o Assistant City Attorney and Planning Commission Counsel, 2008 to 2016 o Deputy City Attorney and Planning Commission Counsel, 2006 to 2008 13 of 61
306012.v1
Publications
 “Ballot Measures and Public Agencies”,
Institute for Local Government (ILG) ‐‐ Annual update (2022)  “Ethics Law Principles for Public Servants: Key Things to Know”, Institute for Local Government (ILG) ‐‐ Annual update (2022)  Municipal Law Handbook, CEB/League of California Cities Chair, Chapter 2, Open Government & Ethics, 2021 – Present Chair, Chapter 7, Public Contracting, 2020 & 2021
Chair, Chapter 2, Open Government & Ethics, 2013 ‐ 2015 Reviewer, Chapter 10, Land Use, 2007
Speaking Engagements
 “Homelessness Issues”, Concurrent Discussion Group, League of California Cities City Attorneys Spring Conference (May 2023)(Scheduled)  “Public Records, Ethics, and Open Government (AB 1234 Training)”, League of California Cities Annual Conference (September 8, 2022)  “Public Contracting: Purchasing Requirements and Renewable Energy/Energy Efficient Projects”, League of California Cities City Attorneys Spring Conference (May 2022)
 “Homelessness Issues”, Concurrent Discussion Group, League of California Cities City Attorneys Spring Conference (May 2022)
 “Social and Environmental Justice Through the General Plan”, Argent California Land Use Conference (November 2021)
 “Update on Emergency Preparedness Ad Hoc Committee”, League of California Cities Annual Conference (September 2021)
 “Public Records, Ethics, and Open Government (AB 1234 Training)”, League of California Cities Annual Conference (September 2021)
 “Is Big Brother Watching? The California Public Records Act and Privacy Issues Update”, California Lawyers Association Annual Meeting (September 2020)  “Emergency Orders/Declarations: How and Why”, Covid‐19 Webinar Series, League of California Cities (April 2020)
 “Law Enforcement Agencies and the Public Records Actʺ, California Law Enforcement Association of Records Supervisors, Inland Chapter (April 2008) League of California Cities:
 Municipal Law Handbook Editorial Board
o 2019‐Present, 2013 ‐ 2015
14 of 61
306012.v1
 Ad Hoc Committee on Disaster Response
Member, 2019‐2022
 Committee on Transportation, Communications, and Public Works City Attorneys Department Appointee, 2016‐18
Teaching and Public Service:
• Adjunct Professor
o Department of Urban Studies and Planning, California State University, Northridge, (2016 – 2020)
o Sustainability, Land Use, and Planning Law
• Community Service
o Pomona Rotary Club, Rotary International, Member (2011 ‐ 2015) o Rotary District 5300, Rotary Youth Leadership Awards (RYLA) (2013) o Pomona Valley Habitat for Humanity, Board of Directors (2014 ‐2015) • Boards and Commissions
o Mt. San Antonio College Citizensʹ Oversight Committee, (2014 ‐ 2016) o Planning Commission, City of Glendora
 Chair (2013 ‐2014, 2017 – 2018)
 Commissioner (2011 ‐ 2018)
o Trails Committee, City of Glendora
 Member (2003‐2011)
o Glendora Executive Selection Committees, Chief of Police (2011, 2017) Specific Areas of Expertise and Training:
● Municipal Advisory
● California Public Records Act
● Brown Act
● Land Use/CEQA
● Election Law
● Historic Preservation
● Public Contracting
● Public Works
Contact Information:

Andrew L. Jared
[email protected]
Colantuono, Highsmith & Whatley, PC
790 East Colorado Blvd., Suite 850, Pasadena, CA 91101
(213) 542‐5700
15 of 61
Proposed Assistant City Attorney – David J. Ruderman
We propose David’s services as Assistant City Attorney.

David Ruderman is City Attorney of Lakeport, City
Attorney of Sonoma, City Attorney of Weed, General
Counsel of Yuba LAFCO, and General Counsel of the Tahoe Forest Hospital District. He is also Senior Counsel in
Colantuono, Highsmith & Whatley’s litigation practice
group. His litigation and advisory practice covers a range of public law issues, including municipal finance and public revenues, public utilities, LAFCO matters, land use,
cannabis, election law, employment law, and contract
disputes.

David has been practicing law for over 16 years and is resident in the firm’s Grass Valley office. In David’s advisory practice, he has gained extensive experience with code enforcement, labor relations, land use, planning, and CEQA issues raised by projects large and small. He has extensive experience abating public nuisances both on an administrative level and in court, as well as obtaining reimbursement from the property owner and others for abatement costs. He has drafted ordinances amending zoning codes and General Plans and regularly advises on CEQA issues, as well as litigating such cases. He advises on the formation and operation of Joint Powers Authorities and also regularly provides ethics training to local elected official under AB 1234 and presentations to local government staff on legal compliance issues.

David has broad litigation experience in both state and federal courts, which he uses to help his advisory clients avoid court where possible and desired. Among his litigation experience, David is defending the City of Glendale’s practice of transferring revenue from its public utility, Glendale Water and Power, to the City’s general fund. He also recently obtained a published opinion affirming a preliminary injunction enjoining the operation of medical marijuana dispensaries in the City of Pasadena: Urgent Care Medical Services v. City of Pasadena (2018) 21 Cal.App.5th 1086. He has successfully defended on appeal his trial court victory in a taxpayers’ lawsuit challenging the Monterey Peninsula Water Management District’s decision not to call an election on a referendum to a water supply charge the District adopted under Proposition 218. He also not long ago successfully defended a California Public Records Act case for a coastal city, averting an award of attorneys’ fees, and succeeded in having a local initiative that would have led to litigation with its bargaining units and CalPERS taken off the ballot after the trial court found it clearly invalid. 16 of 61
David serves as a hearing officer for Nevada County in nuisance abatement, administrative citation, and cannabis cultivation appeals. His recent speaking engagements include panels on “LAFCO 101: Understanding and Applying the Basics,” and “New Procedures for Independent Special District Selection Committees,” at the 2018 CALAFCO (California Association of Local Agency Formation Commissions) Staff Workshop. David regularly serves as a reviewer for the League of California Cities’ Municipal Law Handbook and his articles on the SB 244, which requires local governments to plan for disadvantaged unincorporated communities, have appeared in editions of The Sphere, the CALAFCO journal.

Prior to joining Colantuono, Highsmith & Whatley, David was an associate in the San Francisco office of Quinn Emanuel Urquhart & Sullivan LLP, where he represented private clients in a wide range of litigation matters.

David received his J.D. from UCLA School of Law in 2006 where he was a managing editor of the UCLA Law Review. While at UCLA, David worked as a judicial extern for the Honorable Harry Pregerson of the Ninth Circuit Court of Appeals. Prior to attending law school, David served as a Peace Corps volunteer in the Russian Far East and provided immigration legal services to émigrés from the former Soviet Union to the San Francisco Bay Area. He graduated with honors from Lewis & Clark College with a major in History in 1997. David is proficient in Russian.

Licenses:

California State Bar No. 245989; Admitted December 2006 Education:
 J.D., 2006: UCLA School of Law, Los Angeles, CA
o Managing Editor, UCLA Law Review
o Judicial extern, Hon. Harry Pregerson, Ninth Circuit Court of Appeals  B.A., History, with honors, 1997: Lewis & Clark College, Portland, OR Professional Background:
 Colantuono, Highsmith & Whatley, PC
o Senior Counsel, January 2014 – Present
o Senior Associate, May 2011 – December 2013
 Quinn Emanuel Urquhart & Sullivan LLP, San Francisco, CA o Associate, December 2006 – April 2011
Other Experience:
• Hearing officer, County of Nevada, nuisance abatement, administrative citation, and marijuana cultivation appeals.
17 of 61
 Speaker and Panelist, “Deep Dive into Municipal Service Reviews: One size does not fit all,” June 2019 CALAFCO (California Association of Local Agency Formation Commissions) University
 Speaker, “The Cannabis Conundrum: How to Extinguish Illegal Marijuana Businesses,” May 2019 League of California Cities Spring City Attorneys’ Conference
 Speaker, “LAFCO 101: Understanding and Applying the Basics,” 2018 and 2017 CALAFCO Staff Workshops
 Speaker, “New Procedures for Independent Special District Selection Committees,” 2018 CALAFCO Staff Workshop
 Moderator, “Consolidation of Water Systems under SB 88 and SB 552,” and “All Things Cannabis: Land Use, Cultivation, Water and Ag Land Preservation and Impacts,” 2017 CALAFCO Staff Workshop
 Author, “New Legislation Requires LAFCos to Plan for Disadvantaged Unincorporated Communities,” The Sphere (CALAFCO journal), March 2012.  Author, “Planning for Disadvantaged Communities,” The Sphere (CALAFCO journal), Oct. 2012.
 Municipal Law Handbook, League of California Cities, City Attorneys’ Department, reviewer
Practice Areas:
• Public Law
• LAFCO Law
• Public Finance Law
• Election Law
• Land Use / CEQA
• Marijuana Regulation and Litigation
• Alternative Dispute Resolution
• Intellectual Property (Copyright, Trademark)
18 of 61

FIRM PROFILE
(530) 432-7357 – Grass Valley
(213) 542-5700 – Pasadena
(916) 400-0370 – Sacramento
(858) 682-3665 – Solana Beach
(707) 986-8091 – Sonoma
[email protected]

ABOUT CHW LAW
Colantuono, Highsmith & Whatley is a municipal law firm with offices in Pasadena, Grass Valley, Sacramento, Solana Beach, and Sonoma that represents public and private clients throughout California in municipal law, including public revenues, land use, elections, labor and employment, post-redevelopment, housing, public works contracting, utility services, the California Environmental Quality Act (CEQA), the Cortese-Knox-Hertzberg Act regarding Local Agency Formation Commissions, sex offender and marijuana regulation and related public safety topics, and associated litigation. Our core commitment is to provide advice our clients find helpful, understandable, and fairly priced.

The firm was recognized as one of California’s Top Ranked Law Firms by Martindale-Hubbell in 2014 and Michael Colantuono, Terri Highsmith, Jenni Pancake, Michael Allderdice and Scott Howard have each achieved the highest AV rating from Martindale-Hubbell. Michael (2011–2013) and Holly Whatley (2013) have been listed as among the Top Municipal Lawyers in California by the Daily Journal newspaper. Michael was awarded the 2010 Public Lawyer of the Year Award by the California State Bar, is a former President of the City Attorneys Department of the League of California Cities, former President and Chair of the Board of Trustees of the State Bar, and Secretary/Treasurer of the California Academy of Appellate Lawyers—a prestigious organization of about 100 of the most respected appellate advocates in our State. Michael is also certified as an Appellate Specialist by the California State Bar’s Board of Legal Specialization.

Our firm includes California’s leading experts on local government revenues, including Propositions 13, 62, 218 and 26 and our attorneys have argued 10 government revenue cases in the California Supreme Court since 2004. Our litigators have broad experience in public19 of 61 sector litigation and such private-sector topics as general commercial litigation, labor and employment, unfair competition and intellectual property. We have especially deep experience in class action challenges to local government revenue measures of all types. We are handling challenges to water, electric and gas rates for cities, counties and special districts around California.

The firm serves as general counsel or city or town attorney of the cities of Auburn, Barstow, Calabasas, Chico, Grass Valley, Lakeport, Ojai, Sierra Madre, South Pasadena, Weed, the Town of Yountville, and the Successor Agencies to the Auburn, Barstow, Sierra Madre and South Pasadena Redevelopment Agencies, to Oversight Boards for Successor Agencies in Huntington Park, Pomona, Rialto, San Bernardino, San Gabriel and Temple City, the Garden Valley, Higgins, Ophir Hill, North San Juan, Penn Valley, and Rough & Ready Fire Districts, the Orangeline Development Authority, the SELACO Workforce Investment Board, the Calaveras, San Diego and Yuba County LAFCOs, the Oak Tree Park and Recreation District, the Pine Grove, and Peninsula Community Services Districts, the Tahoe Forest Hospital District, the First Five Yuba Commission, and Upper Valley Waste Management Agency.

The firm serves as special counsel to local governments throughout California. Present and recent clients include the cities of Anaheim, Belmont, Berkeley, Brentwood, Burbank, Cerritos, Chula Vista, Concord, Culver City, Cupertino, Fremont, Fresno, Glendale, Lakewood, Lathrop, Livermore, Lodi, Long Beach, Los Angeles, Monterey, Morgan Hill, Mountain View, Newport Beach, Oakland, Oxnard, Pacific Grove, Palo Alto, Paramount, Pasadena, Pico Rivera, Redding, Redondo Beach, Rialto, Richmond, Riverside, Sacramento, Salinas, San Jose, San Luis Obispo, San Mateo, Santa Ana, Santa Clara, Santa Fe Springs, Santa Maria, Santa Rosa, Sausalito, Simi Valley, South Lake Tahoe, Sunnyvale, Torrance, Tracy, Tulare, Vallejo, Ventura, Vernon, and Vista; the counties of Marin, Mariposa, Riverside, San Benito and Solano; the Goleta Water District, the Montecito Water District, the Newhall Water District, the Pajaro Valley Water Management Agency and the Monterey Peninsula Water Management Agency; Monterey Regional Water Pollution Control Authority and the Goleta West Sanitary District; the McKinleyville and Santa Lucia Community Services Districts; the Plumas Hospital District; the Los Angeles and San Diego Tourism Marketing District Corporations and the Calaveras, Monterey, Orange, San Bernardino, San Diego, San Luis Obispo and Yolo County LAFCos. The firm has previously represented the cities of Irvine, Oakland, San Bernardino, and San Francisco.
20 of 61
1 David J. Ruderman
Significant Appellate Representations
(as of January 2023)
California Supreme Court
City of San Buenaventura v. United Water Conservation District (2017) 3 Cal.5th 1191 (groundwater augmentation charge subject to Proposition 26, not 218) City of Marina and Marina Coast Water District v. Public Utilities Commission (2019) Nos. S253585, S251935 (original proceeding in Supreme Court challenging PUC’s decision on desalination facility) (review denied)
Court of Appeal for the First Appellate District
City of Vallejo v. NCORP4, Inc. (2017) 15 Cal.App.5th 1078 (City properly limited marijuana dispensary licenses to those who complied with its earlier tax) Court of Appeal for the Second Appellate District
City of Glendale v. Superior Court (Glendale Coalition for Better Government) (2016) No. B270135 (appellate writ reversing order allowing discovery in water rates case limited to administrative record)
City of San Buenaventura v. United Water Conservation District (2022) 79 Cal.App.5th 110 (finding statute that imposed a minimum three‐to‐one ratio between customer class charges facially unconstitutional under Proposition 26) Glendale Coalition for Better Government v. City of Glendale (2018) No. B281994; Saavedra, IBEW v. City of Glendale (2018) No. B281991 (reversing in part challenge to transfer from electric utility to general fund under Proposition 26) Glendale Coalition for Better Government v. City of Glendale (2018) No. B282410 (successfully reversing trial court’s decision that Proposition 218 prevents water rates from funding fire flows)
In re S.C.J. (2005) No. B179903 (affirming termination of parental rights) Newhall County Water District v. Castaic Lake Water Agency (2016) 243 Cal.App.4th 1430 (successful challenge to wholesale water rates based on use of groundwater not managed by wholesaler)
21 of 61
2 Saavedra et al. v. City of Glendale (2022) B310212 (affirming trial court victory finding City had not charged electric ratepayers unlawful tax due to general fund transfer)
San Luis Obispo Local Agency Formation Commission v. Central Coast Development Co. (2018) No. B279000 (appeal from denial of attorneys’ fees to LAFCO under indemnity agreement following successful defense of challenge to denial of annexation)
Urgent Care Medical Services v. City of Pasadena (2018) 21 Cal.App.5th 1086 (affirming preliminary injunctions against unpermitted marijuana dispensaries, upholding zoning ordinance)
Court of Appeal for the Third Appellate District
Auburn Police Officers Association v. City of Auburn (2013) No. C067972 (stipulated reversal regarding availability under Meyers‐Milias‐Brown Act of writ review of City Council’s denial of grievance)
City of Auburn v. Sierra Patient & Caregiver Exchange, Inc. (2013) No. C069622 (upholding preliminary injunction against medical marijuana dispensary under zoning and business license ordinances)
Howard Jarvis Taxpayers Association v. County of Yuba (2021) No. C090473 (successful defense of local sales tax challenged as a special tax due to ballot label)
Inyo County LAFCO v. Southern Mono Healthcare District (2021) Case No. C085138 (successful defense of trial court victory in dispute involving LAFCO power to regulate out‐of‐boundary service by healthcare district) Ryan v. City of Roseville (2021) No. C090903 (successful appellate defense of trial court victory dismissing landowner’s challenge to real estate transactions of City and a non‐profit higher education entity as well as California Public Records Act claims)
Court of Appeal for the Fourth Appellate District, Division 2 (Riverside) Inland Oversight Committee v. City of Ontario (2015) 240 Cal.App.4th 1140 (counsel for amici) (sustaining dismissal of Proposition 26 challenge to Tourism Marketing District Assessment for lack of standing and due to untimely appeal) 22 of 61
3 Court of Appeal for the Fourth Appellate District, Division 3 (Santa Ana) City of El Cajon v. San Diego County LAFCO (2012) No. G045021 (affirming denial of attorney fees to litigant which successfully challenged LAFCO’s denial of island annexation)
Court of Appeal for the Sixth Appellate District
Hobbs v. City of Pacific Grove (2022) 85 Cal.App.5th 311 (successful appellate defense of trial court victory in challenge to regulation of short‐term rentals) Molecular Analytical Systems v. Ciphergen Biosystems, Inc. (2010) 186 Cal.App.4th 696 (licensorʹs fraud claim against licensee was subject to arbitration) Monterey Peninsula Taxpayers Assn v. Monterey Peninsula Water Management District (2018) No. H042484 (affirming successful defense of District’s refusal to place referendum on ballot to repeal water supply charge) 23 of 61
By Michael G. Colantuono. Esq.

San Diego County and its cities have been litigating the cost of that region’s 2007 permit under state and federal clean water laws for 15 years.

The Court of Appeal recently issued its second ruling in the case, and a petition for Supreme Court review is pending. The case has good news and bad news for local governments.

The requirements included street-sweeping, catch-basin cleaning, development controls to reduce runoff, education programs, and regional coordination. In 2010, the Commission on State Mandates found these to be reimbursable mandates under 1990’s Prop. 9, the Gann Limit. The State need not fund mandates, however, if local governments have authority to fund them by imposing fees.

The Court of Appeal concluded storm drainage fees require voter approval under Prop. 218 and are not exempt “sewer” fees. It found 2017’s SB 231 (Hertzberg, D-Los Angeles) insufficient to overturn Howard Jarvis Taxpayers Assn. v. City of Salinas’s conclusion that Prop. 218’s exemption for “sewer” fees was limited to sanitary, not storm, sewer fees. It did so because Prop. 218’s provision exempting certain preexisting assessments distinguishes “sewer” from “flood control” services. The Court also noted Prop. 218’s liberal construction requirement to disfavor government revenue authority and the 15-year delay between Salinas and the adoption of S.B. 231, suggesting the Legislature was changing, not clarifying, the law.

So, this is the bad news.

The good news is as to street-sweeping. The Court concludes streetsweeping is refuse collection and that local governments can charge fees for it without the voter approval Prop. 218 requires for many service fees. The (continued on page 2)
Update on Public Law
Stormwater Mandates Decision
Creates New Fee-Funding
Authority
Congrats to Aleks
Giragosian!
CHW’s Aleks Giragosian was
recently named one of “20
Under 40” rising stars of the
national Armenian Bar
Association at an awards
ceremony in Washington,
D.C.

The Armenian Bar Association
is a forum for lawyers of
Armenian heritage to
network and to address the
legal concerns of the
Armenian community. Upon
creation of an independent
Republic of Armenia, the
Association undertook to help
build and encourage the
growth of democratic
institutions in Armenia.

Aleks is the City Attorney of
Sierra Madre and Assistant
City Attorney of Calabasas,
Ojai and South Pasadena.

Congrats, Aleks!
Newsletter | Winter 2022
24 of 61
By Abigail A. Mendez, Esq.

The Keep Groceries Affordable Act of 2018 was a
political bargain with the soda industry, banning
local soda taxes for five years in exchange for
withdrawal from the 2018 ballot of a proposed
initiative constitutional amendment to greatly
restrict State and local finances.

One provision of that law requires the California
Department of Tax and Fee Administration to end its
contract to collect all sales and use taxes for a
charter city that imposes a tax or fee on “groceries,”
defined to include soda. Academics label this
“punitive preemption,” which does not just displace
local law, but punishes local governments that enact
or enforce disfavored policy. Enacting an ordinance
to test the boundary between home rule and state
control becomes risky due to the penalty.

The plaintiffs in Cultiva La Salud v. State
persuaded Sacramento Superior Court that this
statute violates the California Constitution by forcing a city to choose between constitutional home rule
authority and essential sales tax revenues. The trial
court invalidated the penalty provision because it
punishes charter cities for valid regulations of
municipal affairs — by its terms it applies only after a court finds a charter city soda tax to be a “municipal
affair” protected from state preemption.

CDTFA appealed, arguing the penalty does not
interfere with home rule authority, or appropriate or
redistribute local tax revenues in violation of
Propositions 1A and 22, won by local government to
reduce State interference in local finances. CHW has
submitted an amicus brief supporting Cultiva La
Salud on behalf of the California State Association of
Counties and Cal. Cities, emphasizing the history of
our Constitution’s commitment to home rule and
the consequences of punitive preemption. A
decision is likely in late 2023.

A similar debate in Sacramento may be likely
soon given the California Business Roundtable’s
resurrection for the 2024 ballot of the proposed
initiative constitutional amendment bartered for a
soda tax ban in 2018. Featured in that debate will be
so-called “VMT taxes” which propose to tax
sprawling developments to fund the transportation
improvements they require.

The 2023 legislative session will, as always, be of
vital interest to those responsible for funding local
services.

For more information, please contact Abby at
[email protected] or (213) 542-5700.

Punitive Preemption Bubbles Up in Soda Tax Case

Stormwater (cont.)
Court noted there may be challenges in making such
a fee proportional to the cost to serve each parcel as
Prop. 218 requires, but the fact of local fee authority was enough to exempt street-sweeping from the
State’s duty to fund mandates.

The development regulations were, perhaps
unsurprisingly, exempt from Props. 218 and 26 as
real estate development and permitting fees. This
Court read Salinas narrowly, finding local
governments can distinguish among fee payors
based on such things as impervious coverage of
property .

So, the case is bad news for State funding of
expensive water-quality mandates and for an
exemption from Prop. 218’s voter-approval
requirement for stormwater fees. It is better news
for local authority to fund street sweeping and
similar water quality programs, perhaps including
catch-basin cleaning and filtration, as refuse
collection fees which are exempt from Prop. 218’s
voter-approval requirement.

The Supreme Court will decide whether to review
the case in early 2023 and, of course, storm water
mandate litigation will continue. Stay tuned for
further developments!
For more information, please contact Michael at
[email protected] or (530) 432-7359.
25 of 61

By Matthew T. Summers, Esq. &
Ephraim S. Margolin, Esq.

To date, the Levine Act has regulated campaign
contributions for state officials and appointed local
officials, e.g., Planning Commissioners, limiting
covered officials’ ability to participate in
governmental decisions related to those who donate
more than $250 to a campaign. AB 1439 (Glazer,
D-Contra Costa) extends the Act to local elected
officials — city councilmembers and special district
boardmembers. Subject to some key exceptions,
starting January 1st, these officials cannot
participate in approving a contract, license, permit,
or other entitlement sought or opposed by a donor
of more than $250 to their campaigns in the 12
months before the decision.

The new prohibitions apply in three situations.

First, local officials are prohibited from acting on a
permit or contract if a donor of more than $250 to
their campaigns within the past year is a party or a
financially interested “participant” in the matter.

One “participates’ merely by speaking at a public
meeting. Second, local officials may not accept or
solicit campaign contributions of more than $250
from a party or financially interested participant
while a permit application or contract request is
pending before their agency. Third, these officials
may not accept or solicit campaign contributions of
more than $250 from any party or participant in a
decision for a year after it is made. FPPC regulations
apply the prohibitions to land use permits and
contracts, except competitively bid contracts, union
and other labor contracts, and personal employment
contracts, e.g., a city manager’s contract.

The prohibitions apply if a campaign donor of
more than $250 is directly involved in a decision,
e.g., an applicant or contractor, but also if he or she speaks at a hearing. A financially interested
participant under this law includes one who owns a
home within 1,000 feet of a proposed land use who
speaks at a hearing. In that situation each
Councilmember who received a donation of more
than $250 must either disclose it and abstain, or
commit to returning that part of it in excess of $250
within 30 days to participate in the decision.

The new law applies only to donations to a
candidate-controlled committee — not independent
expenditures by non-candidate-controlled
committees.

Applicants, contractors, and other participants
must also disclose any contributions to council- or
boardmembers of more than $250 in the past year.

Agencies should consider adding the disclosure
requirement to agendas, display it in meeting rooms,
and on permit application and contract bid forms.

The FPPC adopted an opinion that SB 1439 does
not apply retroactively to contributions made in
2022. Efforts to further clarify the law will continue
in the next legislative session and business and
development interests are gearing up for a court
fight. Stay tuned!
For more information, please contact Matt at
[email protected] or (213) 542-5719, or Eppi
at [email protected] or (213) 600-2102.

New Campaign Donor Restrictions for Local
Elected Officials

We’ve Got Webinars!
CHW offers webinars on a variety of topics,
including redistricting, housing statutes, new laws
on accessory dwelling units (ADUs), and police
records issues. A webinar allows advice and
guidance and Q&A in an attorney-client-privileged
setting. The fee is $1,500 per agency.

To schedule a webinar, contact Bill Weech at
[email protected] or (213) 542-5700.
26 of 61
Name Title
Affiliation
Address
City State Zip Code
Phone Fax
E-mail
Mail E-Mail Both
Our newsletter is available as a printed document sent by US Mail and as a PDF file sent by e-mail. Please let us know how you would like to receive your copy.

The contents of this newsletter do not constitute legal advice. You should seek the opinion of qualified counsel regarding your specific situation before acting on the information provided here.

Copyright © 2022 Colantuono, Highsmith & Whatley, PC. All rights reserved.

Are you on our list? To subscribe to our newsletter or to update your information, complete the form below and fax it to 530/432-7356. You can also call Marta Farmer at 530/432-7357 or subscribe via our Web site at CHWLAW.US.

PRESORTED

FIRST-CLASS MAIL
U.S. POSTAGE
PAID

LOS ANGELES, CA
PERMIT #200
27 of 61
1 AGREEMENT FOR LEGAL SERVICES
This Agreement for Legal Services (“Agreement”) is made and entered into by and between the law firm of Colantuono, Highsmith & Whatley, PC, (“Firm’’) and the City of Yreka (“City”).

RECITALS
A. The City desires to retain the Firm to discharge the duties of the office of City Attorney and to designate a member of the Firm as City Attorney.

B. The attorneys of the Firm are duly licensed under the laws of the State of California and are fully qualified to discharge the duties of the office of City Attorney and to provide the services contemplated by this Agreement.

NOW, THEREFORE, the parties hereto agree as follows:

1. Scope of Services.

A. The Firm shall discharge the duties of the office of City Attorney of the City of Yreka and shall use its best efforts to provide legal services in a competent and professional manner. The Firm shall provide all legal services to the City of the kind and nature typically provided by an in-house City Attorney’s office and as provided in the Yreka Municipal Code unless specifically stated otherwise in this Agreement or otherwise directed in writing by the City. Except where conflict of interest rules require otherwise, the Firm shall supervise the activities of all other counsel retained by or for the City and shall review the work of such counsel on behalf of the City.

B. The legal services to be provided by the Firm shall consist of those set forth in Exhibit “A” attached hereto and shall be billed at the rates and for the costs set forth therein.

2. Designation of City Attorney.

Andrew L. Jared is designated as City Attorney for the City. The parties understand and agree that the Firm may, from time to time, utilize other attorneys within the Firm to assist Mr. Jared in the performance of this Agreement but that Mr.

Jared will attend all regularly scheduled Council meetings and make best efforts to attend all special Council meetings unless excused by Council or the City Manager or absent due to illness, an annual vacation or to a once-or-twice-per-year business commitment (such as a conference of the League of California Cities) and will supervise all services rendered under this Agreement. David J. Ruderman is designated as 28 of 61
2 Assistant City Attorney. Should there be an occasion where the two designated attorneys are not available, it is the Firm’s responsibility to ensure that a competent attorney is available for attendance at Council meetings. The parties will cooperate to avoid unnecessary travel to the City for meetings, especially when substantially similar service can be provided remotely via teleconference or video conference.

3. Billing Procedures and Monthly Statements.

A. The Firm shall submit to the City, within thirty (30) days after the end of each calendar month, an itemized statement of the professional services provided and the time expended to provide those services in the form customarily submitted by the Firm to clients which are billed on an hourly basis. The parties acknowledge that payment of all monthly statements is expected to be made within thirty (30) days of the billing date. The City will not be liable for interest or finance charges, though persistent late payment shall be a basis for the Firm to review its relationship with the City.

B. Time will be charged by the Firm in increments of 1/10 of an hour (i.e., sixminute units). The rate structure in general, or the rates of attorneys of particular levels of experience, may be increased or altered from time to time, after written notice to, and approval by, the City. No such change shall affect the terms of Exhibit A to this Agreement absent amendment of this Agreement pursuant to Section 8 below. The current hourly rates of the Firm’s professionals are shown in Exhibit B attached hereto.

C. The Firm will not charge the City for the attendance of more than one attorney at any meeting, proceeding or deposition without first discussing the need to do so with the principal client contact for the matter, and will limit multiple attendance to exceptional circumstances where such attendance is necessary for the benefit of the client.

4. Resolution of Fee Disputes.

The City is entitled to require that any fee dispute be resolved by binding arbitration in Sacramento County pursuant to the arbitration rules of the Sacramento County Bar Association for legal fee disputes. In the event that City chooses not to utilize the Sacramento County Bar Association’s arbitration procedures, City agrees that all disputes regarding the professional services rendered or fees charged by the Firm shall be submitted to binding arbitration in Sacramento County to be conducted by JAMS in accordance with its commercial arbitration rules. 29 of 61
3 5. Term of the Agreement.

This Agreement shall be effective as of April 14, 2023 (“Effective Date”) and shall be and remain in full force and effect until terminated in accordance with the provisions of Section 6 hereof.

6. Termination of the Agreement.

City has the right to terminate the Firm’s representation at any time, without cause, subject to an obligation to give notice in writing to the Firm at least thirty (30) days prior to termination. Termination is effective thirty (30) days from the date of the written notice unless otherwise specified therein. The Firm has the same right, subject to the Firm’s ethical obligations to allow the City sufficient notice prior to termination so that City will be able to arrange alternative representation. In either circumstance, City agrees to secure new counsel as quickly as possible and to cooperate fully in the substitution of the new counsel as counsel of record in any action in which the Firm may represent the City. The Firm agrees to cooperate fully in any such transition, including the transfer of files. Notwithstanding the termination of the Firm’s representation, City will remain obligated to pay to the Firm all fees and costs incurred prior thereto.

7. Files and Records.

A. All legal files of the Firm pertaining to the City shall be and remain the property of City. The Firm will control the physical location of such files during the term of this Agreement. The Firm may, in its discretion, maintain all or part of the City’s client file in electronic format. The Firm may store part or all of the City’s electronic documents using secure cloud storage services. If so, the Firm will use all reasonable methods to maintain the confidentiality of City files, just as it does for the City’s nondigital files. The City’s data will be password protected and encrypted using currently available technology.

B. The Firm shall maintain full and accurate records with respect to all matters covered under this Agreement for a period of three years after the expiration or termination of this Agreement. If the City asks the Firm to deliver its file to the City, delivery of an electronic version, together with any materials that cannot be saved electronically, satisfies the Firm’s obligation to release all client papers and property to the City. Three years after termination of the attorney-client relationship, and after reasonable notice, the Firm will be free to destroy the City’s client file, including all electronic records. The Firm may also discharge its obligation to maintain the City’s file 30 of 61
4 prior to the expiration of three years by mailing a copy to the City. “Reasonable notice” means the Firm’s mailing of a notice of our intent to destroy your client file to the City.

C. City shall have the right to access and examine records of the Firm pertaining to the City, without charge, during normal business hours upon written request, provided, however, that Firm may protect the confidences of its other clients in providing this information to the City and otherwise comply with applicable law. City shall further have the right to audit such records, to make transcripts therefrom and to inspect all data, documents, proceedings, and activities upon written request, provided, however, that Firm may protect the confidences of its other clients in providing this information to the City and otherwise comply with applicable law. The Firm does not permit direct access to its files by clients, but will provide the City access to the Firm’s records pertaining to the City as provided herein and upon written request. This same procedure will apply to information stored in the cloud.

8. Modifications to the Agreement.

This Agreement may be amended from time to time by agreement of the parties.

Unless otherwise provided in this Agreement, modifications relating to the nature, extent, or duration of the Firm’s professional services to be rendered hereunder shall require the prior written approval of the City Council. Any such written approval shall be deemed to be a supplement to this Agreement and shall specify any changes in the Scope of Services and the agreed-upon billing rates to be charged by the Firm and paid by the City.

9. Independent Contractor.

No employment relationship is created by this Agreement. The Firm and its members shall, for all purposes, be an independent contractor to the City. The Firm and its members shall not be entitled to participate in any pension plan (including, without limitation, the Public Employees Retirement System), insurance, bonus, or other similar benefits provided to City employees.

10. Nondiscrimination.

In the performance of this Agreement, the Firm shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, sexual orientation, national origin, medical condition, or any other unlawful basis. 31 of 61
5 11. Assignment and Delegation.

This Agreement contemplates the personal professional services of the Firm.

Neither this Agreement nor any portion thereof shall be assigned or delegated without the prior written consent of the City. Delegation to attorneys outside the Firm shall be limited to those situations in which the Firm is disqualified by virtue of a conflict of interest, or where the Firm does not possess the expertise to competently perform services in a particular practice area. Delegation shall not be made without the prior written approval of the City Manager. The Firm shall supervise delegated work, except where precluded from doing so by virtue of a conflict of interest, and where otherwise agreed to by the parties hereto.

12. Insurance.

A. The Firm currently maintains in full force and effect a professional liability insurance policy which provides coverage in an amount not less than $2,000,000 per occurrence and $4,000,000 aggregate. Said insurance policy provides coverage to the City for any damages or losses suffered by the City as a result of any error or omission or neglect by the Firm which arises out of the professional services required by this Agreement.

B. The Firm currently maintains workers’ compensation insurance in accordance with Section 3700 of the California Labor Code.

C. The Firm agrees to notify City in the event the limits of its insurance should fall below the coverages stated in paragraph A or if the insurance policies noted here are allowed to lapse and substitute insurance is not obtained.

13. Indemnification.

The Firm shall indemnify, hold harmless and defend City, its officers, agents, employees and volunteers from and against any and all claims and losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from any alleged intentional, reckless, or negligent acts, errors or omissions of the Firm in the performance of this Agreement.

14. Conflicts of Interest.

The Firm and its members shall comply with all applicable federal, state and local laws and regulations, including the conflict of interest provisions of Government Code section 1090 and the Political Reform Act (Government Code section 81000 et seq.).
32 of 61
6 15. Permits and Approvals.

The Firm and its members shall obtain, at the Firm’s sole cost and expense, all permits, and licenses necessary in the performance of this Agreement.

16. Federal Provisions.

FEMA financial assistance will be used to fund all or a portion of this Agreement.

The Firm shall comply with all federal requirements including, but not limited to, the following:

A. 2 C.F.R. Part 200 – Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, which is expressly incorporated herein by reference.

B. Federal Contract Provisions attached hereto as Exhibit “C” and incorporated herein by reference.

Subcontracts, if any, shall contain a provision making them subject to all of the provisions stipulated in the contract, including but not limited to, 2 C.F.R. Part 200 and the Federal Contract Provisions.

With respect to any conflict between such federal requirements and the terms of this Agreement and/or the provisions of state law and except as otherwise required under federal law or regulation, the more stringent requirement shall control.

17. Severability.

If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, then such term or provision shall be amended to, and solely to, the extent necessary to cure such invalidity or unenforceability, and in its amended form shall be enforceable. In such event, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

18. Entire Agreement.

This Agreement, together with Exhibits “A”, “B” and “C” hereto, shall constitute the full and complete agreement and understanding of the parties and shall be deemed 33 of 61
7 to supersede all other written or oral statements of any party hereto relating to the subject matter hereof.

TO EFFECTUATE THIS AGREEMENT, the parties have caused their duly authorized representatives to execute this Agreement on the dates set forth below. “City” “Firm”
City of Yreka, California Colantuono, Highsmith & Whatley, PC By:_______________________________ By: ________________________________ Title:_______________________________ Title:_______________________________ Date: _____________________________ Date: ______________________________ 34 of 61
8 EXHIBIT A
Scope of Services and Applicable Billing Rates
A. General Legal Services the Firm will provide the City include:

1. The Firm will provide the following General Legal Services to the City:
a. Provide routine legal assistance, advice, and consultation to the City Council and to City staff relating to general public law issues, potential tort liability and risk management.
b. Prepare and review legal opinions, ordinances, resolutions, agreements, agenda items and related documents.
c. Attend all meetings of the City Council. Attend additional such meetings of the Planning Commission and other Boards and Commissions of the City as may from time to time be requested by the City.
d. Monitor pending state and federal legislation and regulations, and new case law, as appropriate.
e. Assist the City in the development of legal and judicial remedies and processes to code compliance issues. General Counsel legal services do not include litigation or filing of lawsuits.
f. Prepare and / or review correspondence to be sent by City staff on legal matters such as public records requests, open meeting provisions, ethics questions, conflicts of interest, municipal code violations, and municipal code or state law interpretations.
g. Perform such other or additional general legal services as may be requested by the City, acting by and through the City Council or the City Manager.
h. Administer contracts that the City may have with other legal counsel, as directed by the City.
i. Perform all duties of the office of City Attorney as provided in State law and the Yreka Municipal Code, expect to the extent such duties are provided for in Sections B or C below.
35 of 61
9 2. Retainer: The General Legal Services specified in this Section A shall be provided for a monthly retainer amount of $6,900 for the first 30 hours of attorney time per calendar month, except as provided below for Public Records Act Services and AB 1234 Ethics Training.

3. Additional General Legal Services: General Legal Services beyond the retainer, in excess of the first 30 hours per calendar month, shall be billed at a blended rate of $235 per hour (General Legal Services rate).

4. Public Record Act Services: Public Records Act requests shall be billed at a blended rate of $210 per hour for associate attorneys and $190 per hour for paralegals. Public Records Act services do not count toward the monthly General Legal Services retainer.

5. AB 1234 Ethics Training: City Attorney will provide a 2-hour training session in AB 1234/ethics free once per year via Zoom (can be done in person if coupled with regular meeting or other meeting); additional training will be billed at the General Legal Services rate.

B. Special Legal Services:

1. The Firm will provide the following Special Legal Services (not otherwise described in Exhibit A) to the City:
a. Attend other meetings of any other Commissions or Boards as may be specified and requested.
b. Advice on and drafting of agreements for economic development, including exclusive negotiating agreements, disposition and development agreements, development agreements, and related real estate and eminent domain services other than routine review of escrow documents, title reports and standard sale or purchase contracts.
c. Redevelopment Agency dissolution and Successor Agency matters. d. Advice regarding revenue measures, local taxes, fees, assessments, and other advice regarding municipal finance law, including Propositions 218 and 26.
36 of 61
10 e. Environmental legal services other than normal, cursory review of negative declarations, environmental impact reports and project-level environmental documentation as needed.
f. Insurance coverage services, such as advice and representation regarding disputes with the City’s risk pool or other insurance provider.
g. Water law services.
h. Code compliance litigation.
i. Cannabis regulation and enforcement services (for services not covered under pre-existing legal services agreement).
j. Such other specialized services as may be required by the City.

2. The Firm will provide Special Legal Services to the City in any and all matters assigned by the City, except as delegated pursuant to Section 11 of the Agreement, or as otherwise agreed in writing by the Firm and the City. The Special Legal Services specified in this Section B shall be billed at a blended rate of $255 per hour (Special Legal Services rate).

C. Labor and Employment Legal Services

1. The Firm will provide labor, employment and personnel legal services prior to the initiation of litigation to the City in any and all matters assigned by the City, except as delegated pursuant to paragraph 11 of the Agreement, or as otherwise agreed in writing by the Firm and the City. This paragraph excludes attendance at Council closed sessions and basic review of agreements as prepared as part of the normal course of work of the City Council, which routine services are covered under Section A above.

2. The labor, employment and personnel services specified in this Section C shall be billed at a blended rate of $295 per hour.

D. Litigation Legal Services

1. The Firm will provide litigation services to the City in any and all matters assigned by the City, except as delegated pursuant to Section 11 of the Agreement, or as otherwise agreed in writing by the Firm and the City.

Litigation oversight services such as review of invoices, coordination of 37 of 61
11 activities, communication of City Council direction, and similar administrative tasks will be included in General Legal Services at the rates set forth in Section A.

2. The litigation services specified in Section D shall be billed at a blended rate of $295 per hour for litigation other than matters pending in the state or federal courts of appeal or supreme courts. Litigation services for state or federal court of appeals and supreme court matters shall be billed at a blended rate of $325 per hour.

E. Cost Recovery Legal Services

1. When the City is to be reimbursed for the Firm’s services, as by a developer for work on a land use issue, the Firm may bill at a blended rate of $350 per hour.

F. Travel Time and Costs

1. Regular City Council Meetings:
a. The Firm will bill for one-half the time incurred for travel portal-toportal to attend regular City Council meetings (first and third Tuesdays of each month), which travel shall count toward the Retainer hours. The Firm will also bill for actual, out-of-pocket expenses for such travel, including mileage at the IRS rate, to attend regular City Council meetings.
b. In the event the City moves regular City Council meetings to the first and third Thursdays of each month, the Firm will bill for one-half the time incurred to travel portal-to-portal to attend the regular City Council meetings, but such travel shall be billed outside the Retainer at the General Legal Services rate. In addition, the Firm will bear its own travel expenses to attend regular City Council meetings on the first and third Thursdays of each month.

2. To reduce costs, the City will cooperate with the Firm to avoid unnecessary travel to the City, especially when substantially similar service can be provided remotely via teleconference or video conference.

3. The Firm will bill for one-half the time incurred for travel portal-to-portal to attend special City Council meetings at the General Legal Services rate (does not count toward Retainer hours) and travel costs at cost. Planning 38 of 61
12 Commission appearances (if necessary) would be handled by an associate via Zoom (no minimum hours charge); other appearances upon request (Special Services rate). Travel time and costs required for Special Legal Services, Labor and Employment, and Litigation matters would be billed at cost, using the Special Legal Services rate for travel.

4. Photocopies shall be billed at 20 cents per page, outgoing faxes will be charged at $1 per page. All other expenses will be billed at cost, without markup. The Firm will not charge for word-processing services or secretarial overtime. The Firm will make best efforts to avoid the use of outgoing faxes, and the costs associated with them, by use of e-mail, U.S. Mail and other means. The Firm will not charge the City for routine computerized legal research such as Lexis-Nexis or Westlaw research, but will pass through to the City at cost, without markup, its cost for use of specialized databases outside the Firm’s contract with Westlaw or a similar provider. Costs will be separately designated on the Firm’s monthly statements as “disbursements,” and will be billed in addition to fees for professional services. 39 of 61
13 EXHIBIT B
Hourly Billing Rates as of January 1, 2023:

Service Rate (per hour-blended)
General Legal Services Retainer (monthly up to 30
hours)
$6,900/month
General Legal Services (for hours incurred after
retainer hours per month)
$235
Public Records Act $210/$190 associate/paralegal
AB 1234/Ethics Training Free – 2 hours per year
Special Legal Services $255
Labor & Employment $295
Litigation (Trial/Appellate) $295/$325
Reimbursable by Third Party $350
40 of 61
14 EXHIBIT C

FEDERAL CONTRACT PROVISIONS
During the performance of this Agreement, Colantuono, Highsmith & Whatley, PC, (“Consultant”) shall comply with all applicable federal laws and regulations including but not limited to the federal contract provisions in this Exhibit C. In this Exhibit C, the term “Agency” shall mean the local agency entering into this contract with Consultant.

1. CONTRACTING WITH SMALL AND MINORITY FIRMS, WOMEN’S
BUSINESS ENTERPRISE AND LABOR SURPLUS AREA FIRMS (2 C.F.R. § 200.321)
(A) Consultant shall be subject to 2 C.F.R. § 200.321 and will take affirmative steps to assure that minority firms, women’s business enterprises, and labor surplus area firms are used when possible and will not be discriminated against on the grounds of race, color, religious creed, sex, or national origin in consideration for an award.
(B) Affirmative steps shall include:
(i) Placing qualified small and minority businesses and women's business enterprises on solicitation lists;
(ii) Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources; (iii) Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority business, and women's business enterprises; (iv) Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority business, and women's business enterprises; and
(v) Using the services/assistance of the Small Business Administration (SBA), and the Minority Business Development Agency (MBDA) of the Department of Commerce.
(C) Consultant shall submit evidence of compliance with the foregoing affirmative steps when requested by the Agency.
41 of 61
15 (D) Notwithstanding the foregoing, the affirmative steps requirements detailed above do not apply in the case of a noncompetitive procurement made under the emergency exception/exigency exception to competitive procurements.

2. COST PRINCIPLES (2 C.F.R. PART 200, SUBPART E)
(A) If any indirect costs will be charged to the Agency under this contract, such costs must conform to the cost principles set forth under the Uniform Rules at 2 C.F.R. Part 200, subpart E (“Cost Principles”). In general, costs must (i) be necessary and reasonable; (ii) allocable to the grant award; (iii) conform to any limitations or exclusions set forth in the Cost Principles; (iv) be adequately documented; and (v) be determined in accordance with generally accepted accounting principles (“GAAP”), except, for state and local governments and Indian tribes only, as otherwise provided for in 2 C.F.R. Part 200, subpart E. 2 C.F.R. § 200.403. Costs that are determined unallowable pursuant to a federal audit are subject to repayment by Consultant.

3. ACCESS TO RECORDS & RECORD RETENTION (2 C.F.R. 200.336) (A) Consultant shall comply with 2 C.F.R. § 200.336 and provide the Federal Agency, Inspectors General, the Comptroller General of the United States, Agency, and the State of California or any of their authorized representatives access, during normal business hours, to documents, papers, books and records which are directly pertinent to this contract for the purposes of making and responding to audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Consultant's personnel for the purpose of interview and discussion related to the books and records.
(B) Consultant agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed.
(C) Consultant agrees to provide the Federal Agency or its authorized representatives access to construction or other work sites pertaining to the work being completed under the contract.
42 of 61
16 4. REQUIRED CONTRACT PROVISIONS IN ACCORDANCE WITH
APPENDIX II TO PART 200 – CONTRACT PROVISIONS FOR NONFEDERAL ENTITY CONTRACTS UNDER FEDERAL AWARDS (2 C.F.R. § 200.326)
(A) Appendix II to Part 200 (A); Appendix II to Part 200 (B): Remedies for Breach; Termination for Cause/Convenience. If the contract is in excess of $10,000 and the contract does not include provisions for both termination for cause and termination for convenience by the Agency, including the manner by which it will be effected and the basis for settlement, then the following termination clauses shall apply. If the contract is for more than the simplified acquisition threshold (see 2 C.F.R. § 200.88) at the time the contract is executed and does not provide for administrative, contractual, or legal remedies in instances where Consultant violates or breaches the terms of the contract, then the following termination clauses shall apply and have precedence over the contract. Otherwise, the following termination clauses shall not be applicable to the contract.
(i) Termination for Convenience. The Agency may, by written notice to Consultant, terminate this contract for convenience, in whole or in part, at any time by giving written notice to Consultant of such termination, and specifying the effective date thereof (“Notice of Termination for Convenience”). If the termination is for the convenience of the Agency, the Agency shall compensate Consultant for work or materials fully and adequately provided through the effective date of termination. No amount shall be paid for unperformed work or materials not provided, including anticipated profit. Consultant shall provide documentation deemed adequate by the Agency to show the work actually completed or materials provided by Consultant prior to the effective date of termination.

This contract shall terminate on the effective date of the Notice of Termination.
(ii) Termination for Cause. If Consultant fails to perform pursuant to the terms of this contract, the Agency shall provide written notice to Consultant specifying the default (“Notice of Default”). If Consultant does not cure such default within ten (10) calendar days of receipt of Notice of Default, the Agency may terminate this contract for cause. If Consultant fails to cure a default as set forth above, the Agency may, by written notice to Consultant, terminate 43 of 61
17 this contract for cause, in whole or in part, and specifying the effective date thereof (“Notice of Termination for Cause”). If the termination is for cause, Consultant shall be compensated for that portion of the work or materials provided which has been fully and adequately completed and accepted by the Agency as of the date the Agency provides the Notice of Termination. In such case, the Agency shall have the right to take whatever steps it deems necessary to complete the project and correct Consultant's deficiencies and charge the cost thereof to Consultant, who shall be liable for the full cost of the Agency's corrective action, including reasonable overhead, profit and attorneys' fees.
(iii) Reimbursement; Damages. The Agency shall be entitled to reimbursement for any compensation paid in excess of work rendered or materials provided and shall be entitled to withhold compensation for defective work or other damages caused by Consultant’s performance of the work.
(iv) Additional Termination Provisions. Upon receipt of a Notice of Termination, either for cause or for convenience, Consultant shall promptly discontinue the work unless the Notice directs to the contrary. Consultant shall deliver to the Agency and transfer title (if necessary) to all provided materials and completed work, and work in progress including drafts, documents, plans, forms, maps, products, graphics, computer programs and reports. The rights and remedies of the parties provided in this Section are in addition to any other rights and remedies provided by law or under this contract.

Consultant acknowledges the Agency’s right to terminate this contract with or without cause as provided in this Section, and hereby waives any and all claims for damages that might arise from the Agency’s termination of this contract. The Agency shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed work or materials not provided and shall not be entitled to damages or compensation for termination of work or supply of materials. If Agency terminates this contract for cause, and it is later determined that the termination for cause was wrongful, the termination shall automatically be converted to and treated as a termination for convenience. In such event, Consultant shall be entitled to receive only the amounts payable under this Section, and 44 of 61
18 Consultant specifically waives any claim for any other amounts or damages, including, but not limited to, any claim for consequential damages or lost profits. The rights and remedies of the Agency provided in this Section shall not be exclusive and are in addition to any other rights and remedies provided by law, equity or under this contract including, but not limited to, the right to specific performance.
(B) Appendix II to Part 200 (C) – Equal Employment Opportunity: Except as otherwise provided under 41 C.F.R. Part 60, Consultant shall comply with the following equal opportunity clause, in accordance with Executive Order 11246 of September 24, 1965 entitled “Equal Employment Opportunity,” as amended by Executive Order 11375 of October 13, 1967 and implementation regulations at 41 C.F.R. Chapter 60:
(i) Consultant will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. Consultant will take affirmative action to insure that applicants are employed and that employees are treated equally during employment, without regard to race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment upgrading, demotion, transfer, recruitment, or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training including apprenticeship. Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Agency setting forth the provisions of this nondiscrimination clause.
(ii) Consultant will, in all solicitations or advertisements for employees placed by or on behalf of Consultant, state that all qualified applicants will receive consideration for employment without regard to their race, color, religion, sex, or national origin. (iii) Consultant will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job 45 of 61
19 functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with Consultant's legal duty to furnish information.
(iv) Consultant will send to each labor union or representative of workers with which they have a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments under Section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.
(v) Consultant will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.
(vi) Consultant will furnish all information and reports required by Executive Order No. 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to their books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.
(vii) In the event of Consultant's noncompliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be cancelled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order No.11246 of Sept. 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order No.11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.
46 of 61
20 (viii) Consultant will include the provisions of paragraphs (i) through (viii) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 of September 24,1965, so that such provisions will be binding upon each subcontractor or firm. Consultant will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that in the event Consultant becomes involved in, or is threatened with, litigation with a subcontractor or firm as a result of such direction, Consultant may request the United States to enter into such litigation to protect the interests of the United States.
(C) Appendix II to Part 200 (D) – Davis-Bacon Act; Copeland Act: Not applicable to this contract.
(D) Appendix II to Part 200 (E) – Contract Work Hours and Safety Standards Act:
(i) If this contract is in excess of $100,000 and involves the employment of mechanics or laborers, Consultant shall comply with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. Part 5). Under 40 U.S.C. 3702, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.
(ii) No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such 47 of 61
21 work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek.
(iii) In the event of any violation of the clause set forth in paragraph (ii) of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (ii) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (ii) of this section.
(iv) The Agency shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by Consultant or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (iii) of this section.
(v) Consultant or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (ii) through (v) of this Section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The Contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (ii) through (v) of this Section. 48 of 61
22 (E) Appendix II to Part 200 (F) – Rights to Inventions Made Under a Contract or Agreement:
(i) If the Federal award meets the definition of “funding agreement” under 37 C.F.R. § 401.2(a) and the non-Federal entity wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the non-Federal entity must comply with the requirements of 37 C.F.R. Part 401 (Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under
Government Grants, Contracts and Cooperative Agreements), and any implementing regulations issued by the Agency.
(ii) The regulation at 37 C.F.R. § 401.2(a) currently defines “funding agreement” as any contract, grant, or cooperative agreement entered into between any Federal agency, other than the Tennessee Valley Authority, and any contractor for the performance of experimental, developmental, or research work funded in whole or in part by the Federal government. This term also includes any assignment, substitution of parties, or subcontract of any type entered into for the performance of experimental, developmental, or research work under a funding agreement as defined in the first sentence of this paragraph.
(iii) This requirement does not apply to the Public Assistance, Hazard Mitigation Grant Program, Fire Management Assistance Grant Program, Crisis Counseling Assistance and Training Grant Program, Disaster Case Management Grant Program, and Federal Assistance to Individuals and Households – Other Needs Assistance Grant Program, as FEMA awards under these programs do not meet the definition of “funding agreement.”
(F) Appendix II to Part 200 (G) – Clean Air Act and Federal Water Pollution Control Act: If this contract is in excess of $150,000, Consultant shall comply with all applicable standards, orders, or requirements issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387).
(i) Pursuant to the Clean Air Act, (1) Consultant agrees to comply with all applicable standards, orders or regulations issued pursuant to the 49 of 61
23 Clean Air Act, as amended, 42 U.S.C. § 7401 et seq., (2) Consultant agrees to report each violation to the Agency and understands and agrees that the Agency will, in turn, report each violation as required to assure notification to the Federal awarding agency and the appropriate Environmental Protection Agency Regional Office, and (3) Consultant agrees to include these requirements in each subcontract exceeding $150,000.
(ii) Pursuant to the Federal Water Pollution Control Act, (1) Consultant agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq., (2) Consultant agrees to report each violation to the Agency and understands and agrees that the Agency will, in turn, report each violation as required to assure notification to the Federal awarding agency and the appropriate Environmental Protection Agency Regional Office, and (3) Consultant agrees to include these requirements in each subcontract exceeding $150,000. (G) Appendix II to Part 200 (H) – Debarment and Suspension: A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 C.F.R. part 1986 Comp., p. 189) and 12689 (3 C.F.R. part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. (i) This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such Consultant is required to verify that none of Consultant, its principals (defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). (ii) Consultant must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. (iii) This certification is a material representation of fact relied upon by Agency. If it is later determined that Consultant did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in 50 of 61
24 addition to remedies available to the Agency, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment.
(iv) Consultant warrants that it is not debarred, suspended, or otherwise excluded from or ineligible for participation in any federal programs. Consultant also agrees to verify that all subcontractors performing work under this contract are not debarred, disqualified, or otherwise prohibited from participation in accordance with the requirements above. Consultant further agrees to notify the Agency in writing immediately if Consultant or its subcontractors are not in compliance during the term of this contract.
(H) Appendix II to Part 200 (I) – Byrd Anti-Lobbying Act: If this contract is in excess of $100,000, Consultant shall have submitted and filed the required certification pursuant to the Byrd Anti-Lobbying Amendment (31 U.S.C. § 1353). If at any time during the contract term funding exceeds $100,000.00, Consultant shall file with the Agency the Federal Standard Form LLL titled “Disclosure Form to Report Lobbying.” Consultants that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient.
(I) Appendix II to Part 200 (J) – Procurement of Recovered Materials:
(i) Consultant shall comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; 51 of 61
25 procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement.
(ii) In the performance of this contract, Consultant shall make maximum use of products containing recovered materials that are EPAdesignated items unless the product cannot be acquired:

Competitively within a timeframe providing for compliance with the contract performance schedule; Meeting contract performance requirements; or at a reasonable price.
(iii) Information about this requirement, along with the list of EPAdesignate items, is available at EPA’s Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensiveprocurement-guideline-cpg-program.

5. MISCELLANEOUS PROVISIONS
(A) Consultant shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA preapproval.
(B) This is an acknowledgement that FEMA financial assistance will be used to fund the contract only. Consultant will comply with all applicable federal law, regulations, executive orders, FEMA policies, procedures, and directives.
(C) Consultant acknowledges that 31 U.S.C. Chapter 38 (Administrative Remedies for False Claims and Statements) applies to Consultant’s actions pertaining to this contract.
(D) The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the Agency, Consultant, any subcontractors or any other party pertaining to any matter resulting from the contract. (E) General and Administrative Expenses And Profit For Time And Materials Contracts/Amendments.
(i) General and administrative expenses shall be negotiated and must conform to the Cost Principles.
52 of 61
26 (ii) Profit shall be negotiated as a separate element of the cost. To establish a fair and reasonable profit, consideration must be given to the complexity of the work to be performed, the risk borne by Consultant, Consultant's investment, the amount of subcontracting, the quality of its record of past performance, and industry profit rates in the surrounding geographical area for similar work. (iii) Any agreement, amendment or change order for work performed on a time and materials basis shall include a ceiling price that Consultant exceeds at its own risk.
53 of 61
The Water Group
Water Law and Advocacy
A Professional Corporation
701 University Ave, Suite 205, Sacramento, California 95825 Engagement Agreement

1. Conditions
This Engagement Agreement will take effect only when The City of Yreka (Client) returns a signed copy of this document along with the retainer payment of $5,000 to The Water Group – Water Law and Advocacy, a Professional Corporation (TWG).

2. Scope of Representation and Duties
TWG will only provide services to the Client as described here:
a) Research and analyze Client’s water rights.
b) Review and Advise on Petition filed with State Water Resources Control Board. c) Provide summary memorandum on key findings and actions needed. d) Project communications and Board Presentations, as directed.

3. Communications and Notice
Until instructed otherwise, TWG will address communications to Client via email at [email protected] with copy to [email protected]. Likewise, unless instructed otherwise, Client will address communications to TWG at [email protected].

4. Discharge and Withdrawal
Client may discharge TWG at any time and TWG may withdraw at any time. TWG also reserves the right to suspend or terminate any work in progress in the event timely payment is not made or for other cause. TWG will issue a “Stop Work” notice if Client’s account is past due. Other causes likely to lead to withdrawal include, without implied limitation, Client’s breach of this Agreement, Client’s refusal to cooperate with TWG or to follow TWG’s advice on a material matter, or any other fact or circumstance that would render TWG’s continuing representation unlawful or unethical.

5. Conclusion of Services
When TWG’s services conclude, TWG will, upon Client’s request, return any Client funds or documents in TWG’s possession. Unless otherwise agreed in writing, TWG 54 of 61
shall not retain Client’s files more than five (5) years beyond the date of Service. TWG shall have the right to dispose of any files still in its possession at the close of such five year period, without necessity of notifying Client. If Client requests Client’s file, Client shall pay TWG to copy the file.

6. Disclaimer of Guarantee
Nothing in this Agreement and/or TWG’s statements to Client will be construed as a promise or guarantee of the outcome of Client’s matters or Client’s total fees and/or costs. TWG makes no such promises or guarantees. TWG’s comments about the outcome of Client’s matters, if any, are expressions of opinion only, based on facts as represented to TWG by Client.

7. Statute of Limitations
Client and all signatories to this Agreement agree that any action, whether at law or in equity, against TWG for a wrongful act or omission arising from the performance of the Services must be commenced within one (1) year from the earlier of the date Client or a signatory believes there is any breach, or the date Client or a signatory has been damaged by such alleged breach or a reasonable person would suspect that a breach had occurred or that they had been damaged. This paragraph is intended to be the exclusive statute of limitations applicable to the parties.

8. Modification
This Agreement may only be amended, modified, or waived by written agreement executed by authorized signatories of the parties.

9. Waiver
No waiver of any breach of this Agreement will be implied or deemed a waiver of any future breach.

10. Governing Law and Dispute Venue
This Agreement shall in all respects be governed by and construed in accordance with the laws of the State of California, including all matters of construction, performance, and validity. In the event Client fails to timely pay invoices in accordance with TWG’s work performed under this Agreement, or other disputes arise during TWG’s representation of Client, TWG and Client agree that actions may be filed only in either Sacramento County Small Claims Court, a division of the Superior Court of Sacramento County, or in the Superior Court of Sacramento County. Client hereby waives its right to utilize any other venue for dispute resolution.
55 of 61

11. Assignment
Client may not assign this Agreement, or any interest herein or part hereof, by operation of law or otherwise, without the express written consent of TWG.

12. Severability
If any provision(s) of this Agreement are declared to be illegal, invalid, or unenforceable as a matter of law, the same shall not invalidate this Agreement, which shall be construed as if not containing such provision, and the rights and obligations of the parties shall be construed and enforced as if a commercially reasonable provision had been substituted in place thereof, consistent with the undertaking of the parties hereto.

13. Counterparts
This Agreement may be executed in one or more counterparts, each one of which shall be deemed as original and all of which together shall constitute one and the same instrument.

14. Rates for Services
All work performed by TWG will be billed to Client on a time and materials basis based upon the rate of $395 per hour.

15. Signature
The parties hereto agree to the terms, conditions, and provisions as provided above.

The Water Group
Water Law and Advocacy Client
A Professional Corporation
By: Gwyn-Mohr Tully By:___________________________
Name: Gwyn-Mohr Tully Name: _______________________
Date: __________________________ Date: ________________________ 56 of 61

CITY OF YREKA

LEGAL SERVICES AGREEMENT
WITH

SILVER & WRIGHT LLP

1. CAPTION

1.1. This Legal Services Agreement (“Agreement”) is effective as of April 14, 2023 (“Effective Date”), by and between the City of Yreka (“City”), a California municipal corporation, and Silver & Wright LLP (“S&W”), a California limited liability partnership engaged in the practice of law in the State of California.

2. RECITALS

2.1. The City wishes to engage S&W to perform nuisance abatement, code enforcement, receivership, and City Prosecutor legal services, as assigned by City staff, in order to rehabilitate dangerous nuisance properties in the City, prevent the spread of blight, enforce the City’s municipal code, and protect the health and safety of the community. These legal services include, but are not limited to, warrants, nuisance abatement enforcement, municipal code enforcement, health and safety laws enforcement, administrative proceedings, receiverships, civil actions, criminal prosecutions, police liability defense, ordinance drafting, cost recovery, legal advice, and similar related services.

2.2. S&W wishes to provide all such services and has the necessary experience, expertise, and competency to provide such services. S&W has extensive experience successfully litigating numerous nuisance abatement cases, representing public agencies in administrative hearings, prosecuting civil and criminal enforcement cases, drafting and implementing nuisance abatement and code enforcement ordinances, and rehabilitating substantially dangerous nuisance properties throughout the State, in addition to recovering cities’ and counties’ costs incurred in those actions to the maximum extent permitted by law, and recovering administrative and civil fines and penalties where appropriate as well.

3. TERMS

3.1. Scope of Services. S&W shall serve as the City’s nuisance abatement and code enforcement attorneys and City Prosecutor, and shall provide legal advice, support, and representation in nuisance abatement, code enforcement, liability defense, police services, and cost recovery matters as assigned by City staff.

3.2. Compensation. S&W shall only bill the City for legal services at the rate of: $238 per hour for all associate attorney services; $259 per hour for partner services; and $143 per hour for all paralegal and law clerk services. S&W will keep track of all billing entries on a daily basis with accurate descriptions of the legal services provided. S&W will only charge in increments of 57 of 61

S&W LEGAL SERVICES AGREEMENT
one tenth of an hour, rounded up to the nearest one tenth of an hour for each particular activity. S&W does not use minimum billing increments for specific tasks, and will only bill for the actual time spent working on the City’s matters. S&W’s rates may increase by up to five percent per year beginning January 1, 2024, to offset rising legal costs.

3.3. Cost Reimbursement. The City shall reimburse S&W for all costs and expenses incurred by S&W in providing legal services under this Agreement, including court fees, process server fees, courier and messenger fees, postage expenses, property title research costs, litigation guaranty expenses, legal research costs, discovery and depositions costs, printing and document reproduction costs, travel, automobile mileage at the prevailing IRS rate, litigation costs, and other costs necessary for legal representation. S&W will only charge for costs and expenses that are actually incurred, subject to a 10 percent markup to offset labor expenses for the administrative work incurred associated with these costs.

3.4. Billing. S&W will submit monthly invoices to the City for the legal services provided under this Agreement. S&W’s invoices will include a breakdown of all legal fees and costs with detailed itemized descriptions. The invoices shall be due and payable within 30 days of the invoice date.

3.5. Client Trust Account. S&W will maintain a Client Trust Account for the City in the form of a State Bar of California (“CalBar”) approved Interest On Lawyers’ Trust Account (“IOLTA”) for all funds received by S&W for the City. Pursuant to CalBar’s arrangement for IOLTAs, all interest earned on the IOLTA will be credited to CalBar for public benefit purposes. Subject to applicable law, the City grants S&W a lien on all funds in the IOLTA to secure S&W’s attorneys’ fees and costs owed to S&W by the City.

3.6. Guaranty Disclaimer. In accordance with the California Rules of Professional Conduct, S&W makes no promises or guarantees regarding the outcome of any particular legal matter or legal proceeding. S&W is prohibited by law from guarantying outcomes in legal matters, and nothing shall be interpreted as a guaranty by S&W as to the outcome of any legal matter. The City warrants that it has not entered this Agreement on the basis of any guaranty by S&W as to the outcome of any particular legal matter, and the City understands than any assessment of a legal matter by S&W is not a guaranty the outcome in that matter.

3.7. Independent Contractor. S&W shall perform all legal services required under this Agreement as an independent contractor of the City and S&W shall remain a wholly independent contractor with only such obligations as are required under this Agreement. Under no circumstances shall S&W, nor any of its agents, be considered an employee of the City and under no circumstances shall any employment benefits inure to S&W nor its agents.

3.8. Responsibilities of Parties. S&W will fully cooperate with the City and will keep the City and its staff informed of the status and progress of all pending matters and all legal matters of importance.

S&W will manage and control the delivery of all legal services described hereunder in a professional, competent, and cost-effective manner. The City agrees to provide all information and documentation necessary for S&W to perform its obligations under this Agreement. 58 of 61

S&W LEGAL SERVICES AGREEMENT

3.9. Insurance. Throughout the duration of this Agreement, S&W will maintain the following policies of insurance in full force and effect, paid for at its own expense, with insurance companies licensed in the State of California, and shall provide proof of insurance upon demand:

3.9.1. Professional Liability Insurance. S&W shall carry professional liability errors and omissions insurance in the amount required by California Corporations Code section 16956(a)(2). S&W represents and warrants that its current professional liability insurance exceeds the amount required by law with limits of $2,000,000 per occurrence and $4,000,000 in the aggregate.

3.9.2. General Liability and Automobile Insurance. S&W shall carry general liability and automobile insurance with the minimum coverage of $1,000,000 per occurrence and $1,000,000 in the aggregate. S&W represents and warrants that its current general liability and automobile insurance exceeds the amount required by law with limits of $1,000,000 per occurrence and $2,000,000 in the aggregate.

3.9.3. Workers’ Compensation Insurance. S&W has and will continue to carry workers’ compensation insurance as required by the State of California. S&W has and will continue to carry employer’s liability insurance with a minimum coverage of $1,000,000.

3.10. Conflict Waiver. S&W represents many clients throughout the State. S&W may have represented in the past, may currently represent, or may represent in the future other clients who may have been, currently are, or may become adverse to the City. However, S&W will not use any information it has about the City to the City’s disadvantage, nor will it represent any other clients in matters that are currently adverse to the City or are substantially related to matters S&W is handling for the City. If any potential conflicts arise, S&W will either withdraw from representation or will screen off the necessary attorneys and information as required by law. Accordingly, the City waives any past, current, or future conflicts of interest relating to such representation of S&W’s other clients, and agrees that S&W may continue to represent, and in the future may represent, other clients in any matters that are not substantially related and adverse to matters S&W is handling for the City.

3.11. Term of Agreement. The term of this Agreement shall commence on the Effective Date set forth in this Agreement and shall continue in full force and effect until terminated as provided herein.

3.12. Termination. This Agreement shall continue until terminated in writing by either party. In the event of termination, the City shall pay S&W all outstanding fees and costs in accordance with this Agreement for all services provided and costs incurred through the date of termination. The City agrees to execute, upon request, a stipulation in such form as to permit S&W to withdraw as attorneys of record in any legal action then pending. S&W shall make available to the City, or to counsel designated by the City, all documents, records, and work-product related to the legal services provided to the City under this Agreement, and S&W shall assist in the orderly transition of all pending matters to the City’s new counsel to the fullest extent possible. S&W shall be entitled to compensation and reimbursement 59 of 61

S&W LEGAL SERVICES AGREEMENT
for all time and expenses associated with the production of documents and transition of pending matters at the rates set forth in this Agreement.

3.13. Document Retention. S&W shall retain the City’s documents for at least two years after the conclusion of the relevant matter, after which they will be destroyed. If the City wishes to retain copies of any documents beyond that time, the City must notify S&W in writing within that two-year period.

3.14. Confidentiality. The parties agree to keep this Agreement confidential to the greatest extent permissible under the law. This Agreement is exempt from disclosure under the Public Records Act pursuant to Government Code sections 6254(k) and 6255(a), Evidence Code sections 952 and 954, and Business and Professions Code sections 6068 and 6149.

3.15. Indemnification. The City shall indemnify, defend, and hold S&W harmless for any claims, actions, liabilities, or losses by any third-parties arising out of any work performed by S&W for the City the same as other City officials. This is intended to protect S&W from the common lawsuits that are filed by third-parties against public agencies in which representatives of those public agencies are often named despite only being involved within their official capacity as agents of those public agencies. S&W is not waiving its professional liability obligations to the City, but only ensuring that S&W is protected the same as other agents and public officials of the City in lawsuits dealing with actions taken by the City.

3.16. Transfers. Neither this Agreement, nor any interest, right, duty, or obligation herein, may be transferred, assigned, delegated, conveyed, hypothecated, or encumbered without the prior written approval of the other parties.

3.17. Governing Law. This Agreement shall be governed and interpreted in accordance with the laws of the State of California.

3.18. Legal Notices. Notices relating to this Agreement must be in writing and sent to the physical addresses set forth below. A party may change its address for notices by giving notice as required by this provision. Written notice will be considered effective: (a) the day it is personally delivered or actually received; (b) five business days after deposit with the United States Post Office as certified first-class mail with return receipt requested and postage prepaid; or (c) two business days after deposit with a reputable overnight delivery service for next day delivery.

3.18.1. City:

City of Yreka
701 Fourth Street
Yreka, California 96097

3.18.2. S&W:

Curtis R. Wright

SILVER & WRIGHT LLP
3 Corporate Park, Suite 100
Irvine, California 92606
60 of 61

S&W LEGAL SERVICES AGREEMENT

3.19. Enforcement Costs. The prevailing party in any dispute to enforce or interpret this Agreement shall be entitled to recover its reasonable costs and attorneys’ fees arising from the dispute from the non-prevailing party. S&W shall be entitled to any such costs and attorneys’ fees even if the work is performed by S&W’s in-house attorneys.

3.20. Modification. This Agreement can only be changed, modified, amended, supplemented, or rescinded in a separate writing signed by all parties.

3.21. Waivers. A waiver of any provision of this Agreement must be in writing. Failure to insist upon strict performance of any provision, right, duty, or obligation in this Agreement is not a waiver of the right to future enforcement of that provision, right, duty, or obligation, nor any other provision, right, duty, or obligation.

3.22. Severability. If any of the provisions of this Agreement are found to be unenforceable, those provisions shall be reformed to prevent the unenforceable result in a manner that best preserves the original intent of the provision to the fullest extent possible, and all other provisions of this Agreement shall remain in full force and effect.

3.23. Integration. This Agreement constitutes the final, complete, and exclusive expression of all the terms and provisions of the agreement between the parties. This Agreement supersedes any previous agreements or negotiations between the parties, whether oral or written.

3.24. Authority. The City’s signatory has been authorized by the City Council to execute this Agreement on behalf of the City. S&W’s signatory has been authorized by the partnership to execute this Agreement on behalf of S&W.

3.25. Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

CITY OF YREKA
By: ______________________________ Dated: _________________________ Jason Ledbetter City Manager

SILVER & WRIGHT LLP
By: ______________________________ Dated: _________________________ Curtis R. Wright Partner
61 of 61