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HomeMy WebLinkAbout25H - AGMT - LEGAL COUNSEL SRVSREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 7, 2014 TITLE: APPROVE AGREEMENTS FOR SPECIAL LEGAL COUNSEL SERVICES WITH COLANTUONO, HIGHSMITH & WHATLEY, PC. (STRATEGIC PLAN NO. 4, 1) CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: y•0:• ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2 "d Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and the Clerk of the Council to execute a legal services agreement with Colantuono, Highsmith & Whatley, PC, for legal services at the specified rates below, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION Colantuono, Highsmith & Whatley, PC The law firm of Colantuono, Highsmith & Whatley, PC is the preeminent law firm in the field of Utilities User Tax litigation and a leader in the defense of government entities in class action lawsuits involving revenue measures. The Colantuono firm has argued the two leading cases pertaining to UUT issues before the California Supreme Court and has defended dozens of cities against the same issues that are raised in the matter of Ruiz v. City of Santa Ana. The law firm shall provide service at a rate of $375 an hour for Attorneys Michael G. Colantuono and Holly 0. Whatley, $305 an hour for Attorney Charlie LaPlante and $245 an hour for Attorney Len Aslanian. Paralegal work will be charged at a rate of $160 an hour. A copy of the Colantuono proposal, Firm profile and key personnel profiles is attached hereto as Exhibit 1. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #4, City Financial Stability, Objective 1. Maintain a stable. efficient and transparent financial environment. 25H -1 Legal Services with Colantuono, Highsmith and Whatley, PC. October 7, 2014 Page 2 of 2 FISCAL IMPACT The tort defense services would be paid out of the Personnel Department's Risk Management Liability Fund Account (account no. 08009051- 62302). All legal services provided pursuant to these contracts shall be paid for out of the City Attorney's Office's Other Contractual Services Budget (account no. 01108032-62300). APPROVED AS TO FUNDS AND ACCOUNTS: ✓u.'l, �� l LbM-t ID }eft A�f !a \. /u Sonia R. Carva ho Francisco Gutierrez City Attorney Executive Director Finance & Management Services Agency I Attachment 25H -2 Michael G. Colantuono MColantuono @CHWLAW. US (530) 432 -7359 September 26, 2014 VIA E -MAIL AND U.S. MAIL Jose Sandoval, Esq. Chief Assistant City Attorney City of Santa Ana 20 Civic Center Plaza, M -29' P. O. Box 1988 Santa Ana, CA 92702 Colantuono, Highsmith & Whatley, PC 300 S. Grand Avenue, Suite 2700 Los Angeles, CA 90071 -3137 Main: (213) 542 -5700 FAX: (213) 542 -5710 WWW.CHWLAW.US Re: Proposal to Defend Ruiz v. City of Santa Ana, Orange County Superior Court Case No, 30- 2014- 0073682&CU- MC -CXC Dear Mr. Sandoval: Thank you for the opportunity to propose our services to the City of Santa Ana in defense of Girardi & Keese's class action challenge to the City's amendment of its telephone users tax to clarify its incorporation of the Federal Excise Tax on Telephony (FET). We are well qualified and would be pleased to do so. EXPERTISE. As you know, our firm is the leader in defending California's local governments in class action challenges to revenue measures. We argued the two leading California Supreme Court cases on this issue: Ardon v. City of Los Angeles and McWilliams v. City of Los Angeles and are defending those cases on remand to the trial court. We have advised dozens of California cities on the FET issue and on other telephone tax issues. Indeed, we advised Santa Ana on this issue in 2011. We advised it more recently on its general fund transfer from its utility enterprise funds. Our current telephone tax disputes include defense of some 40 cities in Sipple v. Hayward, a challenge to the application of phone taxes to packages including internet telephony and several challenges to the application of Los Angeles' telephone tax, as well as Ardon and McWilliams. Our current class action case load includes these, as well 138607.1 25H -3 Jose Sandoval, Chief Assistant City Attorney September 26, 2014 Page 2 as water rate disputes involving the Montecito County Water District, the Sipple phone tax case, and water rate cases in Burbank, Glendale and Pasadena. No firm, we believe, has our depth in public revenue law, class action defense, and the City's own telephone tax ordinance. We have a very substantial track record on public revenue litigation, including six cases argued to the California Supreme Court and dozens of cases to every California District Court of Appeal, including Division 3 of the 4th District, which sits in Santa Ana. RESUMES AND RATES. We propose to defend this case with this team: me, Holly Whatley, Charlie LaPlante and Len Aslanian. Resumes for me and Holly and our firm profile are attached. Resumes for all members of our team are available on our website at www.chwlaw.us. Our rates range from $175 per hour for the work of first year attorneys to $475 for our most experienced lawyers. As a courtesy to the City, we will cap our rates for this project at $375. That rate will apply to me and Holly. Charlie's rate is $305 per hour and Len's is $245 per hour, although associate rates are adjusted in January of each year. Paralegal work will be charged at $160 per hour. OTHER ISSUES. We have no conflicts of interest that affect our ability. to represent you effectively in this matter and have the capacity to undertake the City's defense immediately — whether as trial counsel, co- counsel or as. a non - counsel -of- record consultant to your office. Again, thank you for the opportunity to propose our services. If we can provide further information to assist your review of this proposal, please let me know. Very truly yours, Mi hael G. Colantuono MGC:mgc Enclosures (3) Resumes for Michael G. Colantuono and Holly O. Whatley, firm profile 138607.1 25H -4 Michael G. Colantuono Colantuono, Highsmith & Whatley, PC (530) 432.7357 MColantuono @chwlaw. us MichaeL has specialized in municipal law since 1989. He is certified by the California State Bar's board of Legal Specialization as a Specialist in Appellate Law and is also a member of the California Academy of Appellate Lawyers, an association of fewer than 100 of the most distinguished appellate lawyers in California. He has argued five cases in the California Supreme Court and appeared in all six of the California District Courts of Appeal. Michael has expertise in a broad range of areas of concern to local governments in California, including constitutional law, land use regulation, open meetings law, elections law, municipal litigation, conflicts of interest, public utilities, LAFCO issues, and a wide range of public finance issues involving taxes, assessments, fees and charges. Michael is perhaps California's leading expert on the law of local government revenues, handling six cases on that subject in the California Supreme Court since 2004. California Chief Justice Ronald M. George presented him with the 2010 Public Lawyer of the Year Award on behalf of the California State Bar. The Speaker of the California Assembly appointed his as a member of the Board of Trustees of the California Bar, the state agency which regulates the practice of law in California. His fellow Trustees elected him Treasurer of the Bar. Michael currently serves as City Attorney for the Cities of Auburn and Grass Valley and as Agency or General Counsel for the Auburn Urban Development Agency Successor Agency, the Grass Valley Redevelopment Agency Successor Agency, the North Yuba Water District, the Yuba and Calaveras County LAFCOs, the First Five Yuba Commission, the Oak Tree Park and Recreation District, and the Garden Valley, Rough & Ready and Ophir Hill Fire Districts. He previously served as City Attorney of Barstow (1997 - 2004), Calabasas (2003 - 2012), Cudahy (1994 - 1999), La Habra Heights (1994 - 2004), Monrovia (1999- 2002), and Sierra Madre (2004- 2006), as General Counsel to the Barstow (1997 -2004) and Sierra Madre 1274302 25H -5 (2004 -2006) Redevelopment Agencies, and as General Counsel of the Big Bear City Community Services District (1994- 2001). As perhaps the foremost expert on Proposition 218, Michael assisted the Legislative Analyst's Office in the impartial analysis of the measure and co- chaired the committee which drafted what became the Proposition 218 Omnibus Implementation Act of 1997. He also chaired the committees which drafted the League of California Cities' Prop. 218 and 26 Implementation Guides. Michael was elected by his peers to serve as President of the City Attorneys' Department of the League of California Cities in 2003 -2004. Michael was appointed by the Rules Committee of the California State Assembly to the Commission on Local Governance in the 21st Century, The Commission was formed under 1997's A.B. 1484 to study the Cortese -Knox, Hertzberg Local Government Reorganization Act and the bulk of its recommendations became law as Chapter 761 of the Statutes of 2000. Michael graduated magna cum laude from Harvard University (BA 1983) and received his law degree from University of California, Boalt Hall School of Law (JD 1988), graduating first in his class. While in law school, he was an Articles Editor of the California Law Review and became a member of the Order of the Coif upon graduation. Michael was law clerk to the Honorable James R. Browning, Judge of the United States Court of Appeals for the Ninth Circuit, in 1988 - -1989. He taught Administrative Law as an adjunct Professor of Law at the Boalt Hall School of Law at the University of California, Berkeley in 1995 and is a frequent speaker an (I trainer on a wide range of public law topics. Michael comments on local government and municipal finance topics on Twitter ( @MColanwono) and LinkedIn ( Michael Colantuono ). Practice Areas: Appellate Advocacy Complex Litigation I ME P11170 25H -6 • Conflicts of Interest • Constitutional Law • Election Law • Local Agency Formation Commission (LAFCO) Law • Land Use, Planning and CEQA • Public Law • Municipal Revenues (Taxes, Assessments, Fees and Charges) • Public Utilities 127430,2 25H -7 Holly 0, Whatley Colantuono, Highsmith & Whatley, PC (213) 542 -5704 hwhatley @chwlaw.us Holly Whatley is a Shareholder of the firm and serves as the Assistant City Attorney of Sierra Madre and South Pasadena. She was previously City Attorney of La Habra Heights and Assistant City Attorney of Calabasas. She heads the firm's Litigation Department, focusing on public law disputes including post - redevelopment and other municipal finance issues, matters involving Local Agency Formation Commissions (LAFCOs), land use, CEQA, election, public works and employment law disputes. 'Holly has a particular expertise in litigating complex cases in a broad range of areas, including class actions against public agencies. She has represented cities in municipal finance litigation, including writ actions involving multi- million dollar claims. Recent engagements include a constitutional challenge to A.B. 1484, the post - redevelopment legislation now pending in the Third District Court on Appeal on behalf of four cities and their successor agencies, a $10 million per year dispute between Los Angeles County and 47 of its cities regarding property tax administration fees, a multi- million dollar dispute between a telecommunications carrier and over 30 cities regarding telecommunications user taxes, and a $24 million per year dispute between Chevron and the City of Richmond regarding business license taxes, She has ample experience in utility and other rate -making disputes including current matters involving water rates, groundwater augmentation charges, a dispute with Southern California Gas Co. regarding the cost to relocate mains in conjunction with a freeway interchange project, and other municipal revenue disputes. She also has significant experience in land use and election disputes. Holly has also represented state agencies in defending sexual harassment and retaliation claims and defending their employees from civil rights claims. She also has significant expertise in litigation regarding L AFCO law, including suits challenging annexation decisions. Holly leads our Elections Law practice and has litigated many elections disputes, including initiative proposals, ballot argument disputes and the like, including recent writ matters involving a voter- approved measure to increase business license taxes on Richmond manufacturers and an initiative cap on a special property tax to fund a new hospital for the Plumas Hospital District. Education: Holly graduated with a Bachelor of Arts degree cum laude from the University of Texas at Austin in 1988. She received her J.D from the University of 97572.8 25H -8 Texas School of Law in 1992 and joined the California Bar that same year. While in law school, Holly taught legal research and writing to first -year students. Practice Areas: • Municipal Advisory • Public Finance Law • Post - Redevelopment • Public Law • Employment Law 97572.8 • Land Use / CEQA • Election Law • LAFCO Law • Class Action Defense • Complex Litigation • Intellectual Property 25H -9 COLANTUONO, HIGHSMITH Sr WHATLEY, PC Firm Profile (213) 542 -5700 (530) 432 -7357 info@chwlaw.us Colantuono, Highsmith & Whatley is a municipal law firm with offices in Los Angeles and outside Grass Valley in the Sierra Foothills that represents public and private clients throughout California in municipal law, including public revenues, land use, elections, labor and employment, post - redevelopment, housing, the California Environmental Quality Act (CEQA), the Cortese -Knox- Hertzberg Act regarding Local Agency Formation Commissions, sex offender and marijuana regulation and associated 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— present) 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, Treasurer of the State Bar, and a member of the California Academy of Appellate Lawyers —a prestigious organization of fewer than 100 of the most respected appellate advocates in our State. Michael is also a Certified 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 six government revenue cases to the California Supreme Court in the past decade: Richmond v. Shasta CSD (2004), Bonander v. Town of Tiburon (2009), Greene v. Marin County Flood Control & Water Conservation District (2010), Arden v. City of Los Angeles (2011), Alhambra & 46 Other Cities v. County of Los Angeles (2012) and McWilliams v. City of Long Beach (2013). Our litigators have broad experience in public- sector litigation and such private- sector topics as general commercial litigation, employment law, and unfair competition. We have especially deep experience in 40841.27 25H -10 telephone tax litigation, including a current matter in which we are lead counsel in a case involving all 135 California local governments which tax telephony, and in class action challenges to local government revenue measures of all types, The firm serves as general counsel or city attorney of the cities of Auburn, Barstow, Calabasas, Grass Valley, Lakeport, Sierra Madre, and South Pasadena, the Successor Agencies to the Auburn, Barstow, Sierra Madre and South Pasadena Redevelopment Agencies, to Oversight Boards for Successor Agencies in Pomona, Rialto, San Gabriel and Temple City, the Carden Valley, Ophir Hill and Rough & Ready Fire Districts, the Orangeline Development Authority, the SELACO Workforce Investment Board, the Calaveras & Yuba County LAFCOs, the North Yuba Water District, the Oak Tree Park and Recreation District and the First Five Yuba Commission. 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, Huntington Beach, 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, Salinas, San Juan Capistrano, San Diego, 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 San Diego County Water Authority, 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, Orange, San Bernardino, San Diego, San Luis Obispo and Yolo County LAPCos. The firm recently completed a high - profile assignment for the County of Orange and has previously represented the cities of Irvine, San Bernardino, San Francisco, and San Jose. Please visit our website at www.chwlaw.us for more information. 40 &4127 25H -11 SPECIAL LEGAL COUNSEL SERVICES AGREEMENT This AGREEMENT, made and entered into this th day of October, 2014, by and California between Colantuono, Highsmith & Whatley, PC, a Professional Corporation ( "Attorneys "), and the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the constitution and laws of the State of California ( "City"). RECITALS A. City desires to employ Attorneys to assist the City Attorney in the provision of legal services to the City, and B. Attorneys represent that they are licensed to practice law in the State of California, have special experience and knowledge in the field of public entity finance issues, specifically, User Utilities Tax, and Class Action litigation defense and desire to undertake said services. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. RETENTION OF ATTORNEYS City hereby agrees to and does retain Attorneys, for the compensation hereinafter specified, to assist the City Attorney in litigation services related to City matters and other legal issues when and as requested by the City Attorney to do so. Attorneys accept said retention and agree to perform, in timely and efficient manner, all such services as may be requested by the City Attorney. Attorneys shall confirm their acceptance of work requested by City in writing by e -mail or letter. 2. PAYMENT FOR SERVICES RENDERED A. FEES City agrees to compensate Attorneys, and Attorneys agree to accept from City, as and for payment in full for all of said services in regard to each such action, compensation at the rate of $375 an hour for Michael G. Colantuono and Holly O. Whatley, $305 an hour for Charlie LaPlante and $245 an hour for Len Aslanian in attorney billing. Paralegal work will be charged at $160 an hour. B. REIMBURSEMENT FOR COSTS City agrees to reimburse Attorneys for out -of- pocket expenses, including but not limited to, mileage, expert witness fees, copying costs, service of process, and mail services authorized by the City Attorney in connection with the performance of duties under this Agreement. Any costs in excess of $5,000 require City Attorney approval prior to incurring the expense. All expenses must have supporting documentation submitted with the invoice. 3. METHOD OF PAYMENT Attorneys shall submit a monthly statement specifying the services performed, dates and number of hours, and an itemization of expenses related thereto with supporting documentation (i.e. receipts, invoices, copy of check, etc). 1 25H -12 4. CONTROL OF LEGAL MATTERS Attorneys agree that each and every matter or proceeding in which they undertake to assist the City Attorney, as aforesaid, shall be and remain under, and subject to the control and direction of said City Attorney at all stages, and that they shall at all times keep the City Attorney informed of all matters pertaining thereto. City will keep Attorneys informed of all significant developments in matters relating to any representation undertaken by Attorneys. Attorneys further agree, if and when their retention hereunder is terminated by City, as hereinafter specified, they shall return to City Attorney any and all files then in their possession concerning each and every matter or proceeding in which they represented the City pursuant to this Agreement. 5. REPORTING REQUIREMENTS Attorneys agree to keep the City Attorney, Director of Personnel, and anyone other person(s) designated by the City informed of significant events in the litigation, including but not limited to trial date, filing of motions for summary judgment, hearing date for motion for summary judgment, settlement conference date, and mediation date. Attorneys also agree to provide the following reports: a. 45 day initial evaluation of case and budget; and b. Pre -trial report 90 days before trial; 6. TERM The term of this Agreement shall commence on the date first written above and terminate three (3) years from said commencement date, unless terminated earlier pursuant to Section 13 below. The tern of this Agreement may be extended upon a writing executed by both parties, including the City Manager and the City Attorney for the City. 7. INDEPENDENT CONTRACTORS It is mutually agreed by and between the parties that, in the performance of their covenants hereunder, Attorneys are and shall be independent contractors, and not officers or employees of City. 8. INSURANCE Attorneys shall provide to the City Attorney proof of Professional Liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim, and maintain such insurance throughout the term of this Agreement. If Attorneys fail or refuse to produce and maintain the insurance required by this section, or fail or refuse to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Attorneys' right to be paid for its time and materials expended prior to notification of termination. 7. INDEMNIFICATION Attorneys agree to and shall indemnify and hold harmless the City, its officers, agents, employees, and representatives from liability for personal injury, damages, restitution, judicial or equitable relief arising out of Attorneys' negligent or wrongful performance or conduct of this Agreement. 8. CONFIDENTIALITY If Attorneys receive from the City information, which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Attorneys agree that it shall not use or disclose such information except in the performance of this Agreement, and further agree to exercise the same degree of care it uses to protect its own 2 25H -13 information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Attorneys, disclosed in a publicly available source; (c) is in rightful possession of the Attorneys without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Attorneys without reference to information disclosed by the City. 9. CONFLICT OF INTEREST CLAUSE Attorneys covenant that it presently has no interests and shall not have interests, direct or indirect, that would conflict in any manner with performance of services specified under this Agreement. 10. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, California 92702 -1988 Facsimile (714) 647 -6956 Courtesy Copy: City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 Facsimile (714) 647 -6515 To Attorneys: Michael G. Colantuono, Esq. Colantuono, Highsmith & Whatley, PC 300 S. Grand Avenue, Suite 2700 Los Angeles, California 90071 -3137 Facsimile: (213) 542 -5710 A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on 3 25H -14 the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 11. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Attorneys, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Attorneys. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Attorneys or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any parties, which are not embodied herein. 12. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Attorneys, Attorneys may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject of this Agreement performed by City personnel or by other Attorneys retained by City. 13. TERMINATION This Agreement may be terminated by City at any time. In such event, Attorneys shall be entitled to receive and the City shall pay Attorneys compensation for all services performed by Attorneys prior to receipt of such notice of termination. As a condition of such payment, Attorneys shall deliver to the City all files and records generated under this Agreement as of such date. Attorneys may terminate this agreement, subject to their obligation to provide reasonable notice to arrange alternative representation. In such case, 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 litigation in which Attorneys may be involved. 14. DISCRIMINATION Attorneys shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Attorneys affirm that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 15. JURISDICTION — VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any 4 25H -15 action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 16. MISCELLANEOUS PROVISIONS Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. ATTEST: Maria D. Huizar Cleric of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney CITY OF SANTA ANA David Cavazos City Manager COLANTUONO, HIGHSMITH & WHATLEY, PC By: Name: Michael G. Colantuono Title: Partner Tax ID No. 5 25H -16