CITY OF CARMEL-BY-THE-SEA

PROPOSAL FOR LEGAL SERVICES

BY
ATCHISON, BARISONE & CONDOTTI, APC
ANTHONY P. CONDOTTI

WITH

RICHARDS, WATSON & GERSHON, APC

GINETTA L. GIOVINCO

March 9, 2017

For additional information please contact:

Anthony P. Condotti, Managing Principal

Atchison, Barisone & Condotti
P.O. Box481
Santa Cruz, CA 95061
Telephone: (831) 423-8383; Fax: (831) 576-2269
Email: TCondotti@abc-law.com

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 TABLE OF CONTENTS

I. INTRODUCTION .................................................................................................................... .3
II. FIRM AND ATTORNEY EXPERIENCE AND QUALIFICATIONS ................................... .4
A. Atchison, Barisone & Condotti ............................................................................................ .4
1. Proposed City Attorney-Anthony P. Condotti ...................... : ................................. 4
2. Principal Deputy-Reed W. Gallogly .......................................................................... 5
3. Other Firm Attorneys .................................................................................................... 6
B. Richards, Watson & Gershon .............................................................................................. ! 0
1. Ginetta L. Giovinco, Shareholder (Land Use/CEQ A/Coastal Act/Litigation) ........... 11
2. Whitney G. McDonald, Senior Attorney (General Municipal Law, Land Use) ........ II
3. Roy A. Clarke, Shareholder (Labor and Employment) .............................................. 12
4. Bruce W. Galloway, Shareholder (Real Estate) ......................................................... 13
5. B. Tilden Kim, Shareholder (Public Works/Construction Litigation) ........................ 13
6. Diana Chuang, Shareholder (Public Finance/Bonds) ................................................. 13
7. Trisha Ortiz, Shareholder (Public Finance/Taxes, Assessments, and Fees) ............... 14
8. T. Peter Pierce, Shareholder (Appeals and Writs) ...................................................... 14
9. David M. Snow, Shareholder (Land Use/CEQA/NEPA) ........................................... 15
10. Jennifer Petrusis, Shareholder (Police Practices) ....................................................... 15
III. CURRENT PRACTICES/CONFLICTS OF INTEREST ...................................................... 16
A. Conflicts of Interest ............................................................................................................. 16
B. Public Agency Clients ......................................................................................................... 16
1. Atchison, Barisone & Condotti .................................................................................. 16
2. Richards, Watson & Gershon (Monterey Bay Area Only) ......................................... 17
C. Current or Known Future Professional Commitments for Anthony Condotti .................... 17
D. Professional References for Atchison, Barisone & Condotti/Anthony P. Condotti ............ 17
E. Professional References for Richards, Watson & Gershon/Ginetta Giovinco .................... 18
IV. CURRENTHOURLYRATES: ............................................................................................. 18
A. General Legal Services ........................................................................................................ 18
B. Special Legal Services ......................................................................................................... 19

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I. INTRODUCTION

Atchison, Barisone & Condotti, a Professional Corporation ("ABC"), has specialized in

representing public agencies for over 50 years. The firm is comprised of three principals (John
Barisone, Anthony Condotti and Barbara Choi), six associate attorneys, two paralegals, and four
administrative staff members. The firm is uniquely experienced in the field of municipal law,
having served as City Attorney, General Counsel, and Special Counsel to a host of public
agencies in Santa Cruz, San Mateo, Santa Clara, San Benito, and Monterey counties. ABC
handles all facets of public agency representation - general advice, transactions, litigation, and
more. The firm's attorneys are accomplished, experienced, dedicated members of the local
community who take pride in providing high quality legal services to their clients and the public.
The breadth of experience among the attorneys allows the firm to provide superior legal services
in a cost-effective and timely manner. Collectively, the staff at ABC have worked on nearly
every issue pertaining to municipal governments and local agencies and established precedent
setting case law in the field.

Richards, Watson & Gershon, a Professional Corporation ("RWG") also specializes in

representing public entities of all types. The firm was founded in 1954 and is based in Los
Angeles, has five offices throughout California (including in San Francisco and San Luis
Obispo). RWG currently serves as City/Town Attorney, Special Counsel, or General Counsel to
over 50 cities, towns, counties, joint powers authorities, airports, school districts, community
services districts, water districts, and other special districts throughout California. RWG has
over 60 attorneys who stand ready to assist Clients in all areas of municipal law, including
general municipal law and specialized areas such as land use and planning, litigation, labor and
employment, real estate, police practices, and public finance. For over 60 years, RWG has made
and honored the same pledge to all clients: we will provide the highest quality professional legal
services in a prompt and cost-effective manner.

ABC and RWG are proposing a collaborative and efficient approach to providing legal
services to the City of Carmel-by-the-Sea. ABC attorneys, including proposed City Attorney
Anthony Condotti, are based locally and will provide the majority of day,to-day legal services
for the City, including attendance at regular Council and Board/Commission meetings,
preparation of resolutions and ordinances, and provision of general legal advice related to City
functions. RWG attorneys will take the lead on providing special legal services in areas such as
land use and planning documents (including CEQA review), labor and employment, litigation,
real estate, and public finance. This approach allows the City to enjoy the benefits of
experienced local counsel with the additional support of a larger firm.

With our proposed collaborative relationship with Richards, Watson & Gershon, we are
fully capable and prepared to handle any and all legal issues that the City of Carmel-by-the-Sea
may encounter, large or small.

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II. FIRM AND ATTORNEY EXPERIENCE AND QUALIFICATIONS

A. Atchison. Barisone & Condotti

Atchison, Barisone & Condotti, a Professional Corporation ("ABC"), is a full-service law

firm based in Santa Cruz, California. ABC was established in 1962 and has specialized in
representing municipalities and public agencies in both transactional and litigation matters since
its inception. The firm is comprised of three principals, six associate attorneys, two paralegals,
and three administrative staff members.

The firm's diverse staff, coupled with its focus on serving public agencies, allows it to
deliver excellent legal services with speed and efficiency comparable to that of an in-house legal
department, but in a more a cost-effective and scalable manner. Typically, clients can expect the
appointed counsel to not only be the point of contact for day-to-day legal needs, but also to have
that attorney be responsible for performing the substantive work. If and when it becomes
necessary to involve multiple attorneys (typically for more complex or longer-terin assignments),
the appointed counsel will consult with the client advance to ensure a clear understanding of
work product and cost expectations.

We handle all facets of public agency representation, including: contracts, construction,

tort liability, claims analysis and risk management, environmental, employment, constitutional
law and civil rights, real estate, inverse condenmation, elections, eminent domain, nuisance
abatement and toxic pollution. The firm also serves private clients, including local, national and
international businesses, and individuals in legal transactions such as: contract preparation and
review, breach of contract litigation, employment and real estate law matters, estate planning,
estate litigation, and trust administration. The firm's members are also notable litigators and
appellate lawyers, with more than twenty published decisions in the California Court of Appeal,
California Supreme Court, and Ninth Circuit Court of Appeals in real property, elections,
envirorimental, municipal finance, ethics, and constitutional law.

Several members of the firm have contributed to, and served as editors of, the League of
California Cities' Municipal Law Handbook. The firm's members regularly attend conferences
of the League of California Cities, the International Municipal Law Association (IMLA),
Association of California Water Agencies (ACWA), and California Association of Sanitation
Agencies (CASA). In addition, many of the firm's members are actively involved in local
community services organizations.

Neither Mr. Condotti nor any of the other attorneys listed below have been sued for
malpractice or been the subject of complaints with or disciplinary action by the State Bar of
California.

1. Proposed City Attorney-Anthony P. Condotti

Since his admission to the California Bar in 1990, Anthony Condotti 's legal career has been
dedicated to providing comprehensive legal services to public entities. He joined Atchison,
Anderson, Hurley & Barisone (as the firm was then known) as an associate in 1993, where he
was designated Assistant City Attorney for the City of Santa Cruz. He currently serves as City

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Attorney for the Cities of Santa Cruz and Capitola, and was City Attorney for the City of Half
Moon Bay from 2008-2017. He routinely handles a broad range of issues affecting public
entities, including day to day advice concerning compliance with the Brown Act, Public Records
Act and Political Reform Act.

Mr. Condotti also has extensive experience in environmental and land use laws and
regulations, such as the Coastal Act, Subdivision Map Act, Permit Streamlining Act, Endangered
Species Act, Natural Community Conservation Act, CEQA and NEPA. He is also well-versed in
election laws, including initiatives, referenda, qualifications for holding elective office,
vacancies, etc. He regularly advises public agency clients on revenue and finance issues,
including compliance with Propositions 13, 62 and 218. He has substantial experience in all
aspects of labor and employment law, including collective bargaining and employment contract
negotiations, grievance and disciplinary arbitration proceedings, preparing and implementing
personnel policies, and compliance with applicable labor laws and regulations.

He also has extensive experience with respect to resolutions and ordinances that formalize
the actions and policies of public entities, from initial conception and drafting to adoption,
implementation and, ultimately, defending their validity. He also routinely drafts and negotiates
agreements on a broad range of issues, such as real estate, redevelopment, labor, solid waste
franchises, procurement and public works construction, water supply, employment, consulting
services, and joint powers authorities. He has handled numerous real property transactions,
including those involving hazardous materials issues, negotiating and documenting the
acquisition transaction to minimize and control the risk of environmental liability.

Mr. Condotti is an experienced litigator at both the trial and appellate level, with substantial
experience in land use, eminent domain and inverse condemnation litigation. He has handled a
large variety oflitigation matters for public entities, including, but not limited to: civil rights,
dangerous conditions of public property, personal injury, employment, sexual harassment and
discrimination, construction, environmental contamination, real estate, election issues, and
taxation. At the appellate level, he has handled several successful appeals resulting in a number
of reported appellate decisions. (See detailed resume for listing of published decisions).

He is a member of the League of California Cities City Attorneys Department, and has
served on the League's Municipal Law Handbook Committee. He is also a member of the
ACWA Legal Affairs Committee, and the Attorneys Committee of the California Association of
Sanitation Agencies (CASA). Before joining the firm in 1993 he was an associate in the Los
Angeles office of the law firm of Burke, Williams & Sorensen, where he served as Assistant City
Attorney for the Cities of Mission Viejo and Dana Point.

Mr. Condotti graduated magna cum laude from the University of Colorado at Boulder in
1987 with a Bachelor of Arts in English Literature, and graduated in 1990 from the UCLA
School of Law.

2. Principal Deputv-Reed W. Gallogly

Reed W. Gallogly currently serves as Deputy City Attorney for the cities of Santa Cruz
and Capitola, and Deputy District Counsel to several regional special districts. Since early 2015,

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he has served in the role of Acting City Attorney for the City of HalfMoon Bay. Mr. Gallogly
obtained his B.A. from Stanford University in 2004 and his J.D. magna cum laude from Santa
Clara University School of Law in 20 I 0, where he interned with San Diego Coastkeeper, an
environmental non-profit, the San Francisco office of the international law firm Cooley, LLP,
and later the Environmental Crimes Division of the Santa Cruz District Attorney's Office. He
has practiced in the municipal sector, both in-house and as outside counsel, ever since. Prior to
joining the ABC Firm, Reed served as a Deputy City Attorney for the cities of Santa Barbara,
Goleta, and Watsonville, and represented private clients while working at the Grunsky Law
Firm, located in the heart of Monterey Bay.

As part of his practice, Reed advises government clients on all legal issues ranging from
compliance with Brown Act and other public governance statutes to constitutional and labor law.
He counsels elected officials, executive city management, and city staff on compliance with
local, state, and federal regulations and requirements, and he represents municipal agencies and
their employees in administrative and judicial hearings. Reed's diverse practice also includes
civil litigation (both trial and appellate, state and federal), construction law, criminal
prosecutions, code enforcement, and land use law. He is a published attorney, having
successfully defended citizens' right to participate in local ballot elections. (Eblovi v. Blair,
Court of Appeal, State of California, First Appellate District, Division Three, Case No Al48275
[2016].)

In addition to his work as an attorney, Mr. Gallogly currently sits on the Board of the
Advocates, a subsection of the Santa Cruz County Bar Association, volunteers with the Best Day
Foundation (http://www. bestdayfoundation.org/) and Ride-a-Wave (http://www.rideawave.org/)
non-profits, and also serves as an on-call Marine Rescue Swimmer for the Santa Cruz Fire
Department.

3. Other fjrm Attorneys

In addition to Messrs. Condotti and Gallogly, other attorneys who may be called upon to
provide services to the City of Carmel-by-the-Sea are:

John G. Barisone

Before he retired from full-time practice in 2015, John G. Barisone served over 25 years
as the City Attorney for the City of Santa Cruz, and of the City of Capitola since 2001. Mr.
Barisone received his Bachelor's degree cum laude in 1975 and Juris Doctor with honors in 1979
from the University of San Francisco.

He first practiced for five years in San Francisco with an emphasis in civil litigation. He
next served as a trial deputy in the civil division of the San Mateo County Counsel's office for
four years. While with San Mateo County, he served as attorney for the County Sheriff's
Department, Building Inspector, Social Services Department and Agricultural Commissioner.

In 1987 he joined the firm, serving as Assistant City Attorney for the City of Santa Cruz
and representing the firm's other public agency and private sector clients in civil litigation
matters. In 1990, the Santa Cruz City Council appointed Mr. Barisone to serve as the Santa Cruz

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City Attorney. He was also appointed to serve as City Attorney for the City of Capitola in 2001.
Mr. Barisone is an active member of the League of California Cities City Attorneys Department.
He has served on the League's Legal Advocacy Committee, Public Records Act Committee,
Municipal Law Handbook Committee, Community Services Policy Committee, and has made
several presentations at League conferences.

He remains actively involved in the law firm, and is available to cover City Council or
Planning Commission meetings on an as-needed basis.

Barbara H. Choi

Barbara Choi joined the firm in May, 2000. She advises our public entity clients on all
aspects general advisory and litigation matters, including contracts, constitutional law, land use,
premises liability, claims and risk analysis, and employment law. She also advises private
clients on business, real estate, employment, and estate planning services/trust administration.
She served as the Interim Risk Manager to the City of Santa Cruz for over three years. She is an
experienced litigator and has represented public entity clients in state and federal appellate
courts. She currently serves as the Assistant City Attorney for the City of Capitola.

Prior to joining the firm, Ms. Choi practiced in the litigation department at the Office of
the Santa Clara County Counsel where she specialized in constitutional law, premises liability
and employment law matters. She also served as an advisor to the County of Santa Clara's risk
manager.

She was previously a litigation associate at the Los Angeles offices of Pepper, Hamilton
& Sheetz, and then at the law firm of Graham & James, representing international clients
handling complex litigation in the areas of business, environmental and real estate law.

During law school, Barbara was an intern at the United States District Court for the
Honorable Edward Rafeedie. She was also a law clerk at the National Health Law Program,
where she worked on legal briefs advocating for the provision of health services to low income
families and researched laws addressing the impact oflead poisoning on children.

Barbara currently serves on the Board of Directors for the Women Lawyers of Santa Cruz
County and is a member of the Santa Cruz County Bar Association, and the Santa Cruz County
Estate Planning Council.

Heather J. Lenhardt

Heather J. Lenhardt was a member of the firm from 2005-2007. She rejoined in October
2015 and advises public agency and private clients on a variety of matters, including contract,
construction, taxation, employment and labor, civil rights, environmental, land use and real
property law. Heather currently works closely with the City of Santa Cruz on lease agreements
and construction contracts. She also serves as the substitute City Attorney for the City of
Campbell.

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 Heather graduated cum laude from University of California, San Diego in 1996 with a
bachelor's in psychology and a minor in law and society. She received her law degree in 2001
from the University of California at Los Angeles Law School. After graduating from UCLA Law
School, Heather was a litigation associate at the Los Angeles and San Francisco offices of Reed
Smith, LLP, and the Burlingame office of Carr McClellan, Ingersoll, Thompson & Horn,
practicing in the areas of business, contract, employment, trust and estate, environmental, real
estate, SEC, unfair competition, fair debt collection practices, and appellate law. Heather later
joined Granite Construction Incorporated's (NYSE GVA) Legal Department, where she served
as a lead attorney, reporting to the General Counsel. Heather represented Granite Construction
Incorporated and its subsidiary companies (Granite) for approximately 8 years. At Granite,
Heather provide advice and guidance on various legal and fiscal issues, including contract,
construction, employment & labor, compensation & benefits, real estate, environmental, land
use, M&A, corporate governance, privacy, competition, advertising, anti4rust, SEC, and
compliance. Heather also served as Granite's in-house employment and labor law specialist;
managed, responded to, and resolved agency complaints; drafted and negotiated business
transactions and agreements; prepared and implemented corporate practices and policies;
managed claims and litigation matters; and conducted in-house legal training.

Catherine M. Bronson

Catherine ("Cassie") Bronson joined the firm in 2014, and specializes in civil and
employment litigation matters for a number of public entities, including the City of Santa Cruz,
Capitola, HalfMoon Bay, and Monterey, as well as the County of Monterey. She is currently
representing the Santa Cruz METRO in a personal injury litigation matter. Cassie also conducts
employment investigations for both private and public clients, including the County of Monterey
and the Fort Ord Reuse Authority.

Prior to joining our firm, Cassie was an associate at the Monterey law firm, Kennedy,
Archer & Giffen, focusing in civil litigation. As an associate at the Kennedy, Archer & Giffen
law firm, Cassie represented Monterey-Salinas Transit ("MST") in litigation matters. In one
particular high profile case with significant financial exposure to the MST, Cassie was successful
in having the entire case dismissed with the filing of a pretrial motion.

Stephanie Y. Hall

Stephanie graduated from U.C. Berkeley with High Honors in 2010 with a B.S. in
Environmental Economics and Policy, and a B.A. in French Literature. She is also a graduate of
U.C. Davis School of Law where she obtained the Environmental Law Certificate. During law
school, Stephanie served as the Co-Editor-in-Chief of the Environmental Law and Policy
Journal, and interned for the California Attorney General's Office Land Use and Natural
Resources Section, and several private law firms.

Stephanie joined Atchison, Barisone and Condotti in October 2016 and advises public
agency clients on matters including environmental law, land use and planning, employment law,
and municipal law.

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 Prior to joining the firm, Stephanie was a law clerk to the Honorable Troy L. Nunley of
the Eastern District of California, where she researched and drafted orders on a variety of cases
involving environmental law, employment law, contract disputes, etc. She also assisted in
managing the case docket including law and motion practice, and assisted in preparation for
trials.

Stephanie also practiced as an Associate at Rutan & Tucker in the Government and
Regulatory Section. At Rutan & Tucker, Stephanie provided advice and guidance on various
legal issues including the California Environmental Quality Act, School Facilities Act, land use
and regulatory issues in connection with prospective developments, special assessment district
legal issues, etc. Stephanie also advised on election law issues including lobbying restrictions,
campaign contribution and political compliance across multiple states. Stephanie also provided
insight and analysis on various public transportation policies of the Santa Clara Valley
Transportation Authority and what public transportation efforts private company clients could
pursue. Finally, Stephanie performed research and analysis on Smart Cities/Smart
Transportation, green building, and the Internet of Things, and various methods that both private
and public clients could participate.

Amy E. B. Kapp

Amy Kapp advises public agency and private clients on a variety of matters, including
contracts, public records act requirements, code enforcement, and real property law. She also
defends the firm's clients against civil claims and brings criminal cases to enforce municipal
ordinances.

Amy received her bachelor of arts from Penn State University with honors in music and
media studies; she graduated summa cum laude and was awarded the Paul Axt Prize as the most
distinguished graduate in her class. She was awarded a Fulbright fellowship to study in the
Republic of Korea from 1996-97. Upon returning to the U.S., she earned a master's degree in
policy analysis and program evaluation from University of Michigan's School of Social Work in
2000, then her law degree in 2002 from Stanford.

After graduating from Stanford, Amy served as law clerk to the Honorable Theodore
McKee of the U.S. Court of Appeals for the Third Circuit. She was a litigation associate at the
San Francisco office of Morrison & Foerster LLP, where she defended United Parcel Service
against shipping contract claims and advised it about federal preemption of state law. Amy later
became an associate at the District of Columbia office of Zuckerman Spaeder LLP, litigating
claims relating to administrative law, civil rights law, professional ethics, and white-collar
criminal defense. As part of the firm's pro bono work, she represented Mississippi prisoners
sentenced to death; this led to her position as an assistant federal public defender, where she
represented state and federal prisoners bringing post-conviction attacks on their capital
sentences.

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 Lauren C. Valk

Lauren joined the firm in February 2013 and assists clients on a variety ofland use and
environmental matters, including CEQA and NEPA compliance, employment law and public
finance laws. She also litigates issues arising under the California Environmental Quality Act.
Prior to joining the firm, Lauren was an associate at Armbruster, Goldsmith & Delvac LLP in
Los Angeles, where she specialized in securing complex land use entitlements for developers,
institutions and other property owners. Lauren was previously an associate in the Environment
and Land Use department ofNossaman LLP, where she was part of the litigation team that
successfully defended the environmental impact report for the Exposition Metro Line
Construction Authority's light rail project linking Culver City with Santa Monica. She also
assisted with advising state and regional infrastructure authorities on environmental issues
regarding large infrastructure projects.

Prior to her legal career, Lauren was a project manager at Craig Lawson & Co., LLC, a
land use consulting firm, providing real estate, land use and entitlement services, pre-
development feasibility analyses, and government and community relations advice to
commercial, residential, and institutional clients.

Lauren currently serves on the Board of Directors for the Women Lawyers of Santa Cruz
County and is a member of the Santa Cruz County Bar Association.

B. Richards. Watson & Gershon

Founded in 1954, RWG has specialized in the representation of public entities of all
types. Our dedicated team oflawyers takes an interdisciplinary approach to the challenges faced
by California public agencies and municipalities from our offices located in San Francisco, San
Luis Obispo, Los Angeles, Orange County, and Temecula. Our attorneys deliver practical,
solutions-oriented advice tailored to the unique needs of our public clients. We have built a
reputation as attorneys who can assist public agency clients seeking reliable, efficient, and
effective legal counsel to help realize their goals.

R WG is proud of its longstanding commitment to helping California shape its future and
the role we have played in the state's legal history. Our attorneys were instrumental during the
incorporation of several California cities. In addition, our attorneys have handled cases resulting
in important published decisions in favor public agencies in several areas of the law, including
land use, mobilehome parks, and Public Records Act issues, among others.

RWG delivers advisory and litigation services with a specialized focus on matters
involving: public agency and municipal law; land use and planning (including CEQA); public
fmance; public works, construction, and contracting; economic development; administrative law
and government regulation; eminent domain; labor and employment; environmental law; police
practices and litigation; mobilehome regulation; and real estate.

Our attorneys are active in municipal and public agency organizations such as the League
of California Cities (the current President of the League's City Attorneys Department is a

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 shareholder at RWG), the International Municipal Law Association (IMLA), and the Association
of California Water Agencies (ACWA), as well as other related organizations such as the
American Planning Association (APA). In addition, our attorneys have contributed to
publications such as the League of California Cities' Municipal Law Handbook and multiple
treatises published by the Continuing Education of the Bar (CEB), and regularly publish articles
throughout the State on municipal law issues.

1.. Ginetta L, Giovinco. Shareholder (Land Use/CEOA/Coastal Act/Litigation)

Ginetta is a shareholder in the Litigation and Coastal Law Departments at RWG and a
member of the Firm's Management Committee. Ginetta specializes in land use, including both
advisory work and litigation, with an emphasis on matters involving the California
Environmental Quality Act (CEQA) and the California Coastal Act. Ginetta has litigated more
than 60 cases in federal alid state court, including more than 35 environmental and CEQA cases.
Ginetta has obtained several publishe'd appellate court decision victories, including Eiskamp v.
Pajaro Valley Water Management Agency, 203 Cal.App.4th 97 (2012), in which the California
Court of Appeal upheld the dismissal of a challenge to an ordinance that increased groundwater
augmentation charges for well operators.

Ginetta also has experience litigating in a wide variety of other contexts on behalf of
public agencies, and has handled lawsuits involving breach of contract claims, civil rights claims,
mobilehome park conversions, quiet title actions, and public finance validation matters. She also
regularly advises public agencies on CEQA compliance in connection with the processing of
initial studies, negative declarations, and environmental impact reports.

Ginetta has co-authored chapters in the California Administrative Mandamus (3d ed. ),
California Civil Writ Practice (4th ed.), and California Civil Discovery Practice (4th ed.) treatises
published by the Continuing Education of the Bar.

Ginetta received her law degree from UCLA in 2003, and graduated summa cum laude
from The American University in 1997 with a degree in Political Science.

2. Whitney G. McDonald, Senior Attorney (General Municipal Law. Land Use)

Whitney is a Senior Attorney in the Public Law and Litigation Departments. Whitney's
practice encompasses all aspects of public entity representation, with considerable experience in
both advisory and litigation capacities. She currently serves as General Counsel to the Nipomo
Community Services District, which provides water, sewer, lighting, and waste disposal services
in Nipomo (San Luis Obispo County).

Whitney advises cities and local governments on the preparation of ordinances and
resolutions, the conduct of public meetings, compliance with the Brown Act and the Public
Records Act, conflict of interest requirements, and in negotiating and drafting agreements and
property-related documents. Her considerable land use background includes expertise in the
California Environmental Quality Act, the Coastal Act, and the substantive laws affecting the
land use entitlement process. Whitney also brings a practiced knowledge of water law,
including the Sustainable Groundwater Management Act and the adjudication process. Her

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J
advisory and litigation work has also involved several aspects of public financing, including
compliance with Proposition 2018 and the Mitigation Fee Act.

Prior to returning to the firm in 2016 to head its Central Coast office, Whitney served as a
Deputy County Counsel for the County of San Luis Obispo. In her five years at the County,
Whitney advised the Board of Supervisors, Planning Commission, and Department of Planning
and Building on land use matters, often in the midst of significant controversy and public
scrutiny. Whitney then successfully defended those decisions in writ actions at the Superior
Court and Court of Appeal.

Whitney received her law degree from UCLA in 2006 and her B.A., High Honors, from
the University of California, Santa Barbara, in 200 I.

3. Roy A. Clarke, Shareholder (Labor and Employment)

Roy specializes in labor advisory matters and administrative hearings. Roy is the Chair
of the Firm's Labor and Employment Department and has over 20 years oflegal experience
advising public entities and an additional 20 years working as in-house staff for public entities.
His experience spans all aspects of the employment relationship, including hiring employees,
managing the workforce with policies and personnel practices, paying employees under wage
and hour laws, providing employee benefits, preventing discrimination and harassment,
managing leave programs, and administering discipline and termination. Roy has additional
experience with unions and labor relations, including the administration of labor relations rules,
certification, unit determination, contract administration, negotiations, and grievance handling.
His breadth of knowledge in employment matters and prior experience working in a city human
resources office give Roy a unique perspective in understanding the day-to-day issues and
practical pressures employers face. This perspective helps Roy in providing practical advice to
clients.

Roy provides advice and assistance with personnel administration, including work
involving the application, interpretation, and updating of personnel systems, personnel rules,
classification plans, compensation plans, and administrative policies. Roy has worked with
clients to draft or review employment agreements, personnel rules, employee handbooks, labor
relations resolutions, discipline notices, and severance agreements. He assists with benefits
administration, including issues involving the Public Employees' Retirement System. He also
provides advice and representation in discipline matters at administrative hearings.

Roy also has conducted administrative investigations of sexual harassment claims and
other employee misconduct complaints and has conducted discipline hearings before arbitrators
and civil service commissions. He has represented employers in disputed unemployment and
wage claims before state hearing personnel and has represented local government in hearings and
disputes involving the California Public Employees' Retirement System. He serves as special
counsel to commissions and hearing boards on discipline appeals, unfair labor practice charges,
and civil service system administration.

Roy also assists public clients with compliance with employment laws such as those
covering wages and hours (FLSA, California Labor Code), equal employment (Title VII, FEHA,

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ADA, ADEA), protected leaves of absence (FMLA, CFRA, PDL, Kin Care, Labor Code, Paid
Sick Leave), and other employee rights (privacy, whistleblower). He also has experience with
the Procedural Bill of Rights Acts for police and fire. Roy provides training in areas such as the
prevention of sexual harassment, performance evaluations, workplace investigations, family and
medical leaves, and compliance with the Firefighters Bill of Rights Act.

4. Bruce W. Galloway, Shareholder (Real Estate)

Bruce is a member ofRWG's Real Estate Department. Bruce has represented clients in a
broad variety of real estate transactions since 1986, including purchases and sales of real estate,
real estate-secured loans financing, ground leases and space leases, subordination agreements,
title matters and title insurance, property tax issues, escrows, deeds, easements (including
reciprocal easement agreements or REAs), conditions, covenants and restrictions (CC&Rs), and
prevailing wage issues.

Bruce has additional experience with corporate/limited liability company laws, tax credit
laws, bankruptcy laws, land use and subdivision laws, and CEQA. He currently represents a
number of cities, housing authorities, and successor agencies with respect to the disposition of
former redevelopment assets and redevelopment dissolution issues. Bruce also has represented
major financial institutions and private property owners.

5. B. Tilden Kim, Shareholder (Public Works/Construction Litigation)

Tilden is member and former Chair ofRWG's Litigation Department, and a member of
the Public Works Practice Group. Tilden has over 25 years oflitigation experience representing
a variety of public entities on construction and public works disputes. Tilden has been very
successful in extricating public entities from mechanics liens and other contractor/subcontractor
disputes in an economical manner.

Tilden regularly works with Public Works staff in establishing a sufficient record for
finding bidders to be nonresponsive when they fail to submit a proper bid, thereby minimizing
the potential for a lawsuit with a disgruntled bidder. Tilden also works with Public Works staff
on payment, performance, and warranty bond issues, and has successfully prosecuted several
multi-million dollar recoveries against performance bond sureties.

Tilden was the lead attorney arguing the successful result for our client before the
California Supreme Court in Barratt American, Inc. v. City of Rancho Cucamonga, 37 Cal. 4th
685 (2005), involving a taxpayer challenge to building permit fees and calculations.

6. Diana Chuang, Shareholder (Public Finance/Bonds)

Diana is the Assistant Chair of the Firm's Public Finance Department. Diana has
provided bond counsel and disclosure counsel services to public entities in connection with
financing public projects, public-private partnerships, and short-term operating cash flow needs.
Such financings include enterprise and lease revenue bonds, pension obligation refinancing,
general obligation bonds, certificates of participation, special tax and assessment financing

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(including Property Assessed Clean Energy [PACE]), tax and revenue anticipation notes, tax
allocation bonds, and successor agency refundings (including the first two approved by the
California Department of Finance). Diana counsels clients as to post-issuance continuing
disclosure and tax-exemption considerations for bonds, as well as public works, real estate, and
ongoing administration issues relating to land-secured financing districts. She also provides
advisory services relating to local agency investments, investment policies, contracts for
financial services, and other financial matters. Diana has negotiated on behalf of public entities
in structuring development agreements with real estate developers where bond financing is
contemplated.

Diana was a former Branch Chief and lecturer in the U.S. Securities and Exchange
Commission's (SEC) Investment Management examination program. As such, she brings
regulatory experience to the Firm's Public Finance Department. Diana's experience prior to the
SEC includes representation of major lenders in numerous commercial and private loan
transactions and assistance as issuer and underwriter counsel in public company equity offerings
and asset-backed securitizations.

Diana has been featured as a speaker at the annual California Bond Buyer conference in
2016,2013, and 2011, on panels covering "Green Bonds as a Financing Tool," "Direct
Lending," and "Municipal Financing of Distributed Solar PV Systems." In 2012, Diana spoke at
the California Redevelopment Association's Successor Agency Training AB XI 26
Implementation Conference on the subject of"Meeting Bond Obligations."

7. Trisha Ortiz, Shareholder (Public Finance/Taxes, Assessments, and Fees)

Trisha is a member of the Firm's Public Finance Department. Trisha specializes in

advising public agencies with regard to imposing and increasing taxes and fees, special tax and
assessment financing, contractual assessment financing for renewable energy and energy
efficiency improvements, and redevelopment dissolution. In addition, Trisha provides bond and
disclosure counsel services to public agencies in connection with financing public projects.

Trisha currently serves as General Counsel for the Marin Emergency Radio Authority,
Assistant General Counsel for the California Statewide Communities Development Authority
and Assistant City Attorney for Fairfield, Mill Valley and the Town of Ross.

Prior to attending law school, Trisha spent over seven years working in state legislative
government. She served as legislative staff in the Arizona House of Representatives where she
focused on education finance, tax policy, and the state budget and also worked as a lobbyist in
the Michigan State Legislature.

8. T. Peter Pierce, Shareholder (Appeals and Writs)

Peter is a member the Firm's Litigation Department. Peter has over 20 years of
experience specializing in writs and appeals. Peter is certified as a specialist in appellate law by
the State Bar of California Board of Legal Specialization and is a member of the California
Academy of Appellate Lawyers. He has been recognized as a Southern California Super Lawyer
in appellate law in eight of the nine years from 2009 to 2017. The Daily Journal, California's

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leading legal newspaper, named Peter one of the top 25 municipal attorneys in California in
2012.

Peter represents public agencies and private clients across a broad range of cases
involving all aspects ofland use and zoning, constitutional law, fair housing law, redevelopment
dissolution, telecommunications law, elections law, CEQA, and other areas. He has defended
numerous ordinances against First Amendment challenges brought under the Free Speech, Free
Assembly, Free Exercise, or Establishment Clauses. Peter has litigated cases at the merits stage
before the U.S. Supreme Court and the California Supreme Court. Peter frequently appears
before the U.S. Court of Appeals for the Ninth Circuit and the many divisions of the California
Court of Appeal.

Prior to attending law school, Peter was a broadcast journalist.

9. David M. Snow. Shareholder (Land Use/CEQA/NEPA)

Dave is a member ofRWG's Public Law Department. Dave advises cities and public
entities in all manner of legal issues while also specializing in matters involving land use
regulation and the California Environmental Quality Act (CEQA). Dave is City Attorney for the
City of Yucaipa (in San Bernardino County) where he advises on all legal issues facing the City,
including public works matters, contracts, planning and land use, employment issues, and water
issues. He is also Assistant City Attorney for the City of Beverly Hills, where he serves as
counsel to the Planning Commission and the Cultural Heritage Commission.

Dave regularly advises clients on the complexities ofland use matters including
complying with constitutional limitations, planning and zoning statutes, CEQA, and NEPA when
federal action is involved. Dave is a member of the American Planning Association and the
American Institute of Certified Planners. He recently concluded his second term as Vice
President, Policy and Legislation, of the American Planning Association, California Chapter
(APA California), the premier professional organization representing the field of city and
regional planning in California. Dave also serves on the APA California Amicus Committee in
reviewing and developing sound planning positions on key California litigation.

Dave is a regular presenter on CEQA and land use matters, and previously served as an
adjunct professor at the University of California, Irvine, teaching a course on land use
development control.

For over 10 years, prior to and during law school, Dave worked in local government
planning agencies, last serving as the Deputy Director ofPlanning for the City of Rancho Palos
Verdes. He has been reviewing CEQA documents and working on the local government side of
land use matters for nearly 25 years.

10. Jennifer Petrusis. Shareholder (Police Practices)

Jennifer is a member ofRWG's Litigation Department. Jennifer has over 12 years of

experience representing police departments and counseling public entities in a variety of
litigation contexts with a primary focus upon police liability, civil rights, personal injury, and

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dangerous conditions of public property.

Jennifer is experienced in defending cities and peace officers in both state and federal
court regarding lawsuits alleging constitutional rights violations, police liability, personal injury,
and other torts. Most recently, Jennifer was part of the trial team in the Callender v. City ofBrea,
et al. matter, which involved a claim by plaintiffs alleging that a police officer used excessive
force when he shot and killed an unarmed man. Jennifer and the trial team obtained a unanimous
jury verdict in favor of the City and the involved detective. Additionally, Jennifer has defended
police officers in lawsuits alleging false arrest, false imprisonment, illegal search and seizure,
and excessive force. Jennifer has been highly successful resolving such lawsuits through either a
dispositive motion or the successful settlement of the matter on terms favorable to her clients.

Jennifer also represents police departments in response to Pitchess Motions and other
requests for confidential peace officer personnel information. Jennifer also routinely assists
police departments in responding to subpoenas, other civil and criminal discovery requests, and
Public Records Act requests. She advises police departments on policies and procedures and
most recently provided advice regarding canine policies and policies regarding the use of long
range acoustic hailing devices. Jennifer has provided advice on use of force reports and the
discoverability of these reports in response to subpoenas and Public Records Act requests.

III. CURRENT PRACTICES/CONFLICTS OF INTEREST

A. Conflicts of Interest

Neither Atchison, Barisone & Condotti or its attorneys nor Richards, Watson & Gershon
or its attorneys have made any political contributions of money, in-kind services, or loans made
to any member of the City Council the City of Carmel-by-the Sea Council within the last five
years or, to the knowledge of the firm principals submitting this proposal (Mr. Condotti and Ms.
Giovinco), ever.

B. Public Agency Clients

1. Atchison, Barisone & Condotti

The firm currently provides legal services to the following public agencies, in the capacities
listed:

City of Santa Cruz City Attorney (1962-present)

City of Capitola City Attorney (2001-present)
City of Half Moon Bay City Attorney (2008-present)
City of San Mateo Special Counsel (CEQA)
City of Campbell Special Counsel (various)
City of Monterey Special Counsel (litigation)
County of Monterey Special Counsel (workplace investigations)
Ben Lomond Fire Protection District General Counsel (1993-present)

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 Boulder Creek Rec. & Parks District
Boulder Creek Fire Protection District
Pajaro River Watershed Flood
Prevention Authority
Pajaro Valley Fire Protection District
Pajaro Valley Pub. Cemetery District
Pajaro Valley Water Mgmt. Agency
Salsipuedes Sanitary District
Santa Cruz METRO
West Bay Sanitary District
General Counsel (1999-present)
Special Counsel (real property)
General Counsel (2013-present)
General Counsel (2006-present)
General Counsel (2007 -present)
General Counsel (2004-present)
General Counsel (1997-present)
Special Counsel (litigation)
General Counsel (2000-present)

2. Richards, Watson & Gershon (Monterey Bay Area Only)

The firm currently provides or, in the recent past has provided, legal services to the following
public agencies, in the capacities listed:

City of Seaside Special Counsel (various)

Marina Coast Water District Special Counsel (litigation)
City of Salinas Special Counsel (public finance)
Gonzales Successor Agency Special Counsel (public finance)
Scotts Valley Successor Agency Special Counsel (public finance)

C. Current or Known Future Professional Commitments for Anthony Condotti

Santa Cruz City Council 2nd and 4th Tuesday

Capitola City Council 2nd and 41h Thursday

D. Professional References for Atchison, Barisone & Condotti/Anthony P. Condotti

MARTiN BERNAL
City Manager
City of Santa Cruz
809 Center Street, Room 10
Santa Cruz, CA 95060
(831) 420-5010
mbemal@cityofsantacruz.com

JAMIE GOLDSTEIN
City Manager
City of Capitola
420 Capitola Ave
Capitola, CA 95010
(831) 475-7300
jgoldstein@ci.capitola.ca.us

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 MAGDA GONZALEZ
City Manager
City of Half Moon Bay
50 I Main Street
HalfMoon Bay, CA 94019
(650) 726-8270
mgonzalez@hmbcity.com

E. Professional References for Richards. Watson & Gershon/Ginetta Giovinco

ANDREWHO
Director of Community & Economic Development
City of La Habra
II 0 E. La Habra Blvd.
La Habra, CA 90631
(562) 383-4100
andrewh@lahabraca. gov

MAHDI ALUZRI
City Manager
City of Beverly Hills
455 North Rexford Drive
Beverly Hills, CA 90210
(310) 285-1014
maluzri@beverlyhills.org

THERESA E. FUENTES
Assistant City Attorney
City of Pasadena
100 N Garfield Ave
Pasadena, CA 9110 I
(626) 744-4141
tfuentes@cityofuasadena.net

IV. CURRENTHOURLYRATES:

ABC and RWG propose a joint rate structure to ensure all work for the City is handled
seamlessly and with the highest regard for cost-efficiency and expertise. We propose the
following rates:

A. General Legal Services

All legal services that are not defined below as Special Services are considered General
Legal Services, including the following: attendance at City Council meetings and all City
commission and board meetings as requested; legal research and legal advice to the City and
designated City staff; and preparation and review of resolutions, agreements, and other legal
documents.

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 For general legal services (except those legal services defined below), we propose a
blended hourly rate of $225/hour for all attorneys and $140/hour for paralegal services.

B. Special Legal Services

Special Legal Services will be defined as legal services provided in the following
matters:

I. Real estate matters and land use matters (including CEQA documents) that
require a total of ten or more hours to complete.
2. Litigation.
3. Labor and employment law services.
4.. Environmental law services, including but not limited to, hazardous waste, Clean
Air Act, and Clean Water Act matters.
5. Water and water rights law services.
6. Public finance.
7. Bond Counsel services, Disclosure Counsel services, or Issuer Counsel services.
8. Legal services that the City has reimbursed by a third-party.
9. Representation of the City in administrative proceedings before other public
agencies, including but not limited to the Coastal Commission.

Special Legal Services shall be billed to, and compensated by, the City at the following
rates, except as note below:

ABC Principals/RWG Shareholders and Senior Counsel: $275/hour

All Associates: $225-255/hour
All Paralegals: $150-$175/hour

For providing services as Bond Counsel, Disclosure Counsel, or Issuer Counsel on

financings, we propose a composite hourly rate of $395 per hour. The total fee shall not exceed
an amount which the City Administrator deems fair and reasonable under the circumstances.

For legal services where the City has been reimbursed by a third-party will be billed and
compensated at ABC's or RWG's standard rates, which may be discounted up to 10% at the sole
discretion of the City Administrator.

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