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HomeMy WebLinkAboutS29 - AWG Grant Request-AgreementAgenda Item No. S29 CITY OF NEWPORT BEACH Office of the City Attorney TO: Mayor & Members of the City Council FROM: Homer Bludau Robert Burnham RE: AWG Grant Request Revised Grant Agreement DATE: May 22, 2001 On March 28, 2001, the City Council approved grant agreements with WE and AWG. These two agreements granted funds to AWG and WE to conduct a public education program related to the current and future air transportation needs of Orange County. These agreements authorize both AWG and WE to submit requests for the grant funds and create the potential for duplicate payments and confusion. The Airport Issues Committee has asked staff to prepare a revised Grant Agreement (Exhibit A) to eliminate confusion and to ensure that grant funds are used in a manner consistent with statutory and decisional law. The revised Agreement allocates grant funds only to AWG, contains assurances regarding the use of the funds, and incorporates provisions that require review of material by special counsel retained by AWG. The revised also prohibits the use of Grant funds for the duplication or dissemination of any material unless and until the material is review and approved by special counsel retained by the City Council. In that regard we are recommending the City Council retain Dana Reed and Fred Woocher, two attorneys with extensive experience in matter relating to election law and political law. (See Exhibits B and C). RECOMMENDATIONS The Airport Issues Committee is recommending the City Council take the following action: 1. Authorize the Mayor to execute the proposed grant agreement between AWG and the City of Newport Beach (Exhibit A); 2. Terminate the Grant Agreement between WE and the City of Newport Beach that is dated March 28, 2001; 3. Retain Dana Reed of Reed and Davidson (Exhibit B) and Fred Woocher of Strumwasser and Woocher (Exhibit C) to act as special counsel pursuant to the grant agreement and direct staff to notify AWG that special counsel has been retained. r i r Homer Blu au Robert Burnham GRANT AGREEMENT This Agreement, entered into this 22ntl day of May, 2001 by and between City of Newport Beach, a municipal corporation and charter city (CITY) and Airport Working Group of Orange County, Inc., a California non - profit corporation (GRANTEE), is made with reference to the following: WHEREAS; the CITY is a municipal corporation and charter city committed to preserving the health, welfare and safety of its citizens; and WHEREAS, GRANTEE is a California non - profit public benefit corporation exempt from federal taxation pursuant to Section 501(c)(3) of the Internal Revenue Code;and WHEREAS, GRANTEE has requested a Grant from the CITY to engage in public outreach activities related to the manner and means of accommodating the current and future air travel and air cargo needs of Orange County including a commercial aviation reuse of El Toro; and WHEREAS, the public outreach program proposed by GRANTEE is consistent with long- standing CITY policy related to the solution to the current and future air transportation needs of Orange County; and WHEREAS, the CITY has approved this Grant to GRANTEE with the understanding that the Grant funds will be expended for the purpose of informing the EXHTBT? public of issues, and engaging in other activity, relevant to the manner and means of accommodating the current and future air transportation demand in Orange County; and WHEREAS, the CITY has approved this Grant subject to GRANTEE'S commitment, and appropriate safeguards to ensure, that the Grant funds will not be spent to support or oppose the qualification, passage or defeat of any ballot measure or the election or defeat of any candidate for political office; and WHEREAS, the CITY has also approved this Grant subject to GRANTEE'S commitment that the Grant funds will not be used for any activity that would violate state or federal statutory or decisional law such as regulations affecting non - profit or tax exempt organizations. NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1. GRANT CITY agrees to Grant to GRANTEE the sum of three million six hundred thousand dollars ($3,600,000.00). This Grant (Grant Funds) shall be paid in one lump sum of one million eight hundred thousand dollars ($1,800,000.00) and twelve equal monthly installments of one hundred fifty thousand dollars ($150,000.00). The lump sum shall be paid on or before June 1, 2001. The first installment shall be paid on or before June 1, 2001 and the remaining installments shall be paid on or before the first of each of the following eleven (11) months. The Grant Funds shall be used for the purpose of informing the 2 public of issues, and engaging in other activity, relevant to the manner and means of accommodating the current and future air transportation demand in Orange County. 2. TERM The term of this Agreement shall commence on May 22, 2001 (the Effective Date) and shall continue in full force and effect until the final installment has been paid and GRANTEE has spent all of the Grant Funds. 3. RESTRICTIONS ON USE OF FUNDS (a) GRANTEE acknowledges that municipal corporations are prohibited from spending, directly or indirectly, public funds to support or oppose candidates for public office. GRANTEE also acknowledges that public funds may not be spent, directly or indirectly, to support or oppose the qualification, passage or defeat of a ballot measure. Accordingly, GRANTEE warrants that the Grant Funds will not be spent, directly or indirectly, to support or oppose a candidate or candidates for public office. GRANTEE further warrants that the Grant Funds will not be spent, directly or indirectly, to support or oppose the qualification, passage or defeat of any ballot measure. Finally, GRANTEE warrants that the Grant Funds will not be spent to prepare or distribute material, or to disseminate information, if it is clear from the surrounding circumstances that the material or information supports or opposes the election of any candidate or the qualification, passage or defeat of any ballot measure. (b) In addition to the commitments in Subsection 3(a), GRANTEE warrants that the Grant Funds will not be spent in a manner that violates any State or Federal statutory or decisional law applicable to non - profit k; organizations exempt from taxation pursuant to Section 501(c)(3) of the Internal Revenue Code. (c) GRANTEE shall retain legal counsel with at least five years experience in the fields of election law and political law to ensure compliance with the warranties in Subsections 3(a) and 3(b). Legal counsel retained by Grantee shall review all material or information prepared, in whole or in part, through the expenditure of Grant Funds and prior to duplication or dissemination to the public to ensure compliance with all statutory and decisional law governing the conduct of political campaigns and the other restrictions and warranties in this Agreement. GRANTEE may use Grant Funds to compensate special counsel for this specific and limited purpose. (d) To further ensure compliance with the provisions of Subsection 3(a), GRANTEE shall not duplicate or disseminate to the public any material prepared, in whole or in part, through an expenditure of Grant funds unless and until the material has been reviewed, and determined to comply with Section 3(a), by special counsel retained by the City Council. CITY shall notify GRANTEE in writing, on or before May 25, 2001, of the name or names of the special counsel retained by the CITY to review material pursuant to this Subsection. The review by special counsel retained by the CITY shall be conducted, and the determination communicated to GRANTEE, by the end of the next business day following receipt of the material by special counsel. 4. INDEMNIFICATION GRANTEE shall hold harmless, defend and indemnify the CITY, and its officers and employees, from any claim, loss, litigation, or liability arising out of or in any 4 way related to this Agreement regardless of the cause, except for any liability arising from the sole negligence, fraud or willful misconduct of the CITY or its officers or employees. 5. AUDIT GRANTEE agrees to account for all Grant funds received from the CITY, maintain detailed financial records using generally accepted accounting principals, and allow CITY to conduct an audit of the financial records upon reasonable notice and at any time within four (4) years after expiration or termination of this Agreement. 6. THIRD PARTY BENEFICIARY This Agreement does not create, and the parties do not intend to create, any claim, cause of action or legal right for or on behalf of any other person or entity. 7. ENTIRE AGREEMENT This Agreement represents the entire understanding of the Parties and may be amended only by a document signed by both parties. 8. PRIOR AGREEMENTS The Parties agree that this Agreement supersedes and terminates the force and effect of the Grant Agreement approved and executed by the Parties on or about March 28, 2001. This Agreement does not affect any funds granted to GRANTEE pursuant to an agreement approved and executed by the Parties on or about April 1, 1999. Agreed: 5 CITY OF NEWPORT BEACH Title Date: Approved as to Form City Attomey Attest: City Clerk rhb1o48 GRANTEE By: Title Date: 05/18/2001 08:02 DANA w. neco CARV DA1I050N JAMC3 A. SIVESINO FLORA S. YIN Or COVNSEL RPAOL¢Y w. nKATZ 8053833166 NEW WEST REALTY REED & DAVIDSON ATTORNEYS AT LAW 320 =OUT" GnANO AVENUE 3V11C 100 LOS ANGELES. CALIFORNIA 900712665 TELEPLIONE 12131 62s -6200 rnc3lnlLe 1213! 623 -1692 w- w.POOTICALLAW.COM DANA W. REED. ESQ. PAGE 02 OTMER OFFICES PP.'.,, COVN.♦ Olal Lu.IEOE SACRAMENTO 19161 •m.16RB DANA W. REED has been involved in California state politics and government all of his adult life and has practiced political, initiative, referendum and election law since 1975. Mr. Reed has served in senior government positions including Chairman of the California Transportation Commission; Undersecretary of Business, Transportation and Housing; and Deputy State Controller. Mr. Reed also served as a member of the Orange County Transportation Authority and chairman of its predecessor agency, the Orange County Transportation Commission. Mr. Reed is a recognized expert in political and election law and served as a member of the California Secretary of State's Electronic Filing Task Force. Mr. Reed, a graduate of Loyola Law School, represents governmental agencies, corporations; trade associations, political action committees, ballot measure committees, lobbyists and candidates in a wide range of political and election law matters. Mr. Reed is regularly called upon to provide guidance in complying with the Federal Election Campaign Act, the Internal Revenue Code, California's Political Reform Act and various local ordinances. Mr. Reed has served as treasurer of, and legal counsel to, scores of large political committees. Mr. Reed has also managed a wide range of litigation and administrative matters in State and Federal courts and before various administrative agencies, such as the Federal Election Commission. the Fair Political Practices Commission and the Los Angeles City Ethics Commission. Mr. Reed has successfully managed litigation matters at the trial and appellate court levels concerning the Federal and State constitutional rights of free speech and petition, the California Elections Code, the Political Reform Act, the Public Records Act and the Anti -SLAPP statute. Mr. Reed has managed litigation matters which have led to reported appellate decisions in Paul for Council v. Harq;ecz (2001) 85 Cal.AppAth 1356 (regarding Code of Civil Procedure Section 425.16, the Anti -SLAPP statute), Dean v. Superior Court (1998) 62 Cal.AppAth 638 (regarding candidate statements under the California Elections Code); Yes on lvfeasure A v. City of Lake Forest (1997) 60 Cal.AppAth 620 (regarding municipal expenditures under California's Political Reform Act); Browne v. Russell (1994) 27 Cal.App.4th It 16 (regarding petition signature gathering rules under the Los Angeles City Election Code); Griset v. Fair Political Practices Commission (1994) 8 CalAth 851 (regarding sender identification requirements under California's Political Reform Act); and Hale v. Farrell (1981) 115 Cal.App.3d 164. Among the governmental entities and political figures Mr. Reed has represented are the cities of Newport Beach, Simi Valley, Ventura and Thousand Oaks, as well as county registrars, city council members and Federal and State legislators. In addition, Mr. Reed has been widely cited in the local, state and national media as an expert in political and election law. EXHIBIT MRY -18 -2001 09:10 8053833166 991 r STRUMWASSER & WOOCHER LLP At xAT Lxw FRwRIC D. W000Ht 100 W,,SNOla BOULEVARD, Sire 1900 TMMKoNa: 0310) 576 -= MICHAEL t. SPRUMWAWER SANTA MONICA, CALIFORNIA 90401 FACSD.OLE: (310) 319-0156 KEVIN s. REED HARMON M. POLLAK The Firm STRUMWASSER & WOOCHER LLP was founded in 1991 by Fredric D. Woocher and Michael J. Strumwasser to bring their extensive experience in the public sector to a broad range of public and private clients. Since then, Strumwasser & Woocher LLP has become one of the most respected law firms in Southern California, known for its successful resolution of major public policy matters. The firm's trial and appellate civil litigation practice focuses on complex litigation involving economic regulation, consumer and worker protection, antitrust, constitutional law, environmental protection, administrative law, and government ethics and electoral law. Despite its small size, the firth has collected an impressive array of trial and appellate victories in path - making litigation in the public interest. The firm's work touches on a wide array of civil litigation matters, with some of its most notable successes occurring in the areas of election law and insurance rate regulation. The firth has developed an active political and elections law practice, representing candidates, political committees, citizen groups, and public agencies in compliance matters and in litigation on ballot access issues, campaign finance and ethics regulations, initiative and referendum law, and contested elections. For example, the film currently represents the Agua Caliente Band of Cahuilla Indians in the defense and implementation of Proposition I& the recent Native American gaming initiative passed by California voters. Over the years, the firm has represented numerous political committees and organizations in drafting state and local ballot measures and in litigation over the qualification of initiative and referendum petitions for the ballot. Each election cycle, Strumwasser & Woocher LLP's attorneys are also called upon to assist in the canvassing and recounting of votes in close elections, and they have both prosecuted and defended a number of landmark election contests, including the successful defense of Congresswoman Loretta Sanchez's narrow victory over former Representative Robert Dorman in the 46th Congressional District in Orange County. Among its most high - profile work, Strumwasser & Woocher LLP has served for the past eight years as Special Counsel to California Insurance Commissioners John Garamendi, Chuck Quackenbush, and Harry Low, whom the firm has advised and represented in all phases of the implementation of Proposition 103, the insurance - reform initiative. Strumwasser & Woocher LLP developed the Commissioner's regulatory program, prosecuted the administrative cases on the insurance companies' rebate liability, and has successfully defended the Commissioner's program in scores of state- and federal -court lawsuits. In addition, the firm represents an array of public agencies and private parties in selected matters involving environmental, constitutional, and regulatory issues, as well as other issues of public interest. For example, we currently represent the Los Angeles Unified School District in major litigation to revamp the State of California's system for allocating billions of dollars in new school - construction funds in a manner that does not discriminate against urban and minority districts. Some other significant cases handled by the firm include: defending citizens who participated in a public STRUMWASSER & WOOCHER A�Ar Gw environmental review process from retaliatory °SLAPT defamation suits filed by project proponents; representing dozens of Native Americans challenging California State University's plans to build a mini -mall on a sacred burial site on the Long Beach campus; defending the City of Los Angeles against constitutional challenges to its landmark Ethics -in- Government Ordinance; defending the City of Huntington Beach in a federal court lawsuit seeking to invalidate city- imposed campaign finance limitations; representing citizen organizations in preventing development in designated Significant Ecological Areas in Los Angeles County and in the Mulholland Parkway Scenic Corridor; prosecuting a plumbing fixtures manufacturer for failure to comply with environmental laws regulating the handling and disposal of tmdc wastes; defending the City of San Diego in federal Superfund litigation over its disposal of municipal solid waste; representing the California State Senate in administrative and judicial proceedings on the proposed licensing of the state's first permanent nuclear waste facility; serving as Special Counsel to the U.S. Department of Housing and Urban Development in its investigation and formulation of a regulation prohibiting discrimination in property insurance; serving as counsel for the California Earthquake Authority in rate litigation; and representing a class of garment workers seeking redress for violations of wage -and -hour laws by a major garment manufacturer and its sewing contractors. The firm also was counsel to two plaintiff classes alleging discrimination in the allocation of probation department resources to the detriment of Latina and African- American inner -city communities and African- American probation officers. In representing and advising a broad range of public agencies and officials, private individuals and corporations, and citizen groups, Strumwasser & Woocher LLP takes pride in providing its clients the highest quality representation efficiently and in achieving consistently favorable results against numerically superior opposition. The Lawyers FREDRIC D. WOOCHER entered private practice after serving two years as Special Counsel to California Attorney General John Van de Kamp, whom he represented and advised on government ethics, environmental law, and consumer - protection issues, including implementation of Proposition 103. Prior to his government service, Mr. Woocher spent seven years with the Center for Law in the Public Interest, litigating'a broad range of public interest issues involving land -use, environmental law, hazardous substances regulation, First Amendment protection, and civil rights cases. He is an acknowledged authority on the initiative and referendum process and on campaign financing issues. Mr. Woocher has successfully argued before both the U.S. and California Supreme Courts as well as other appellate and trial courts. He served as Char of the State Bar's Committee on Human Rights, as a member of the State Bar Committee on the Environment, and as a member of the Los Angeles County Judicial Evaluations Committee. He is a graduate of Yale University (A.B.) and Stanford (Ph.D., J.D.), and was President of the Stanford Law Review. Mr. Woocher was law clerk to U.S. Supreme Court Justice William J. Brennan, Jr., and Chief Judge David L. Bazelon of the U.S. Court of Appeals for the D.C. Circuit. 2 STRUMWASSER & WOOCHER Ana x L,a MICHAEL J. STRumwAssER co- founded Strumwasser & Woocher LLP after seventeen years with the California Department of Justice, the last eight years as Special Assistant Attorney General. He litigated some of the state's largest antitrust, consumer - protection, and environmental cases, including California's challenges to major supermarket and oil- company mergers, defended consumer interests in the Diablo Canyon Nuclear Power Plant rate case, and represented the Governor in the Nuclear Regulatory Commission's health- and - safety review of Diablo Canyon. Mr. Strumwasser conducted major litigation against the state's electric utilities, leading to a favorable restructuring of the contracts providing electric power to the State Water Project. He has defended numerous public agencies and officials in litigation under the California Tort Claims Act. He has appeared in the U.S. and California Supreme Courts and has extensive trial experience representing California energy and natural resource agencies before state and federal courts and regulatory commissions, where he is recognized both for his trial skills and for his command of technical issues. Mr. Strumwasser developed Attorney General Van de Kamp's insurance- regulation program, including, with Mr. Woocher, the defense of Proposition 103 in the California Supreme Court, and was the Attorney General's principal advisor on antitrust policy. He represented the Attorney General on antitrust and utility matters before the California Legislature and Congress. He holds A.B., M.S., and J.D. degrees from U.C.L.A. KEVIN S. REED joined Strumwasser & Woocher LLP in 1996 after six years with the NAACP Legal Defense & Education Fund, where he served as Managing Attorney for the Western Regional Office. At Strumwasser & Woocher LLP, Mr. Reed has played a leading role in the firm's regulatory-law and civil- litigation practice. He has served as counsel to a class of garment workers on whose behalf a $1.5 million settlement of wage- and -hour claims was recently achieved, and has obtained another successful settlement of a civil -rights class action on behalf of African- American probation officers. At the NAACP Legal Defense & Educational Fund, Inc., Mr. Reed conducted major trial and appellate litigation in the areas of housing discrimination, police misconduct, health care, and criminal justice reform. He helped develop the Legal Defense Fund's successful strategy for challenging the Los Angeles Metropolitan Transit Authority's distribution of transportation resources and CalTrans' provision of mitigation measures in low- income minority communities impacted by the 710 freeway expansion. Before joining the Fund, Mr. Reed served as law clerk to Michigan Supreme Court Justice Dennis W. Archer. He is a frequent teacher and lecturer on civil rights, redevelopment and housing law, and lawyer training. In 1996 he was a visiting professor of law at Florida State University where he taught a course on police misconduct law. In 1995 he taught workshops on Constitutional Litigation to the Black Lawyers Association in Johannesburg, South Africa, and he currently serves as Deputy General Counsel on the Rampart Independent Review Panel, established by the Los Angeles Police Commission to review corruption within the LAPD. He has served as Warden and Vestry Member of St. Augustine by -the -Sea Episcopal Church. He is a Director of the Federal Bar Association's Los Angeles Chapter and Co -Chair of its Civil Rights Section, and he is President of the Los Angeles Chapter of Trout Unlimited and a member of the Southern California Beekeepers Association. Mr. Reed is a graduate of the University of Virginia (B.A. 1986) and Harvard Law School (J.D. 1989). 3 S'I'RUMWASSER & WOOCHER Anawrva Ar Mw HAMSON M. POLLAK came to Strumwasser & Woocher LLP in 1999 following a one -year clerkship with United States District Judge Helen G. Berrigan in the Eastern District of Louisiana. Mr. Pollak graduated from the University of California at Berkeley School of Law ( Boalt Hall) in 1998 with a Certificate in Environmental Law. In law school, Mr. Pollak was an Articles Editor of Ecology Law Quarterly and a member of the East Bay Workers' Rights Cleric and the East Bay Refugee Project. He won awards in the Boalt Hall Moot Court and the Jessup International Law Moot Court competitions. Prior to law school, Mr. Pollak was a research fellow at the Amazon Institute of Humans and the Environment and Academic Director of a college semester abroad program in the Brazilian Amazon. W. Pollak graduated from Yale University in 1991 with a B.A. in history and environmental studies. 4 FREDRic D. W oocHER Partner Strumwasser & Woocher LLP PROFESSIONAL ExPFRiEwE STRumwAssm & WOOCHERLLP Partner, January 1991 to present. Specializing in complex civil litigation on public policy issues. Practice emphasizes constitutional law, election law, environmental protection, and administrative regulation. Counsel to numerous state, local, and special agencies and elected and appointed officials in environmental law, elections, and political reform. Represents California's Insurance Commissioner and Controller, Counties of Santa Barbara and Ventura, and numerous cities. Counsel to citizen environmental and public- interest groups. Handles litigation in federal and state trial and appellate courts and administrative agencies, and has handled two election contests in the House of Representatives. OFFICE OF THE ATTORNEY GENERAL OF CALIFORNIA Special Counsel to the Attorney General, September 1988 to January 1991. Legal and policy advisor on Attorney General's executive staff. Responsible for handling a variety of special projects and sensitive issues, including high - priority civil litigation, legislative proposals, and policy programs. Principal activities included advising the Attorney General on political reform and ethics issues, supervising all judicial and administrative proceedings regarding implementation of Proposition 103, and assisting on selected environmental and consumer matters. Author, for gubernatorial candidate John K. Van de Kamp, of Proposition 131, the campaign and ethics reform initiative on the June 1990 ballot. CENTER FOR LAW IN THE PUBLIC INTEREST Staff Attorney, July 1981 to September 1988. Handled complex civil litigation on broad range of high- impact public interest issues. Specialized in environmental, land use, election law, First Amendment, and civil rights issues. Argued before United States and California Supreme Courts, federal and state courts of appeal, and trial courts. Helped draft City of Los Angeles campaign finance reform charter amendments and city ordinance prohibiting discrimination by private business clubs. DEPARTMENT OF DEFENSE Staff Assistant to Secretary of Defense Harold Brown, 1980 to 1981. UNITED STATES SUPREME COURT Law Clerk to Justice William J. Brennan, Jr., 1979 to 1980. Resumd of FREDRIC D. WOOCHER (Continued) UNITED STATES COURT OF APPEALS FOR THE DISTRICT OF COLUMBIA Law Clerk to Chief Judge David L. Bazelon, 1978 to 1979, REPRESENTATIVE MATTERS HANDLED UNITED STATES SUPREME COURT Stringfellow v. Concerned Neighbors in Action, 480 U.S. 370 (1987). Counsel for respondent citizens' group, which intervened in Superfund litigation involving cleanup of hazardous waste dumpsite in their community. Supreme Court held that district court order denying intervention of right but granting permissive intervention with conditions is not appealable on interlocutory basis. Federal Communications Commission v. League of Women Voters, 468 U.S. 364 (1984). Represented and presented oral argument on behalf of respondents public radio station and public interest organization in landmark First Amendment decision establishing right of noncommercial broadcasters to editorialize. Pacific Gas &Electric Co. v. Public Utilities Comm'n of California, 475 U.S. 1 (1986). Counsel for respondent Toward Utility Rate Normalization, consumer advocacy group seeking to have its informational and membership material distributed to utility's ratepayers with their monthly bills; Supreme Court held that PUC order dedicating "extra space" in bilking envelopes for that purpose violated utility's First Amendment right not to associate with consumer group's message. Nollan v. California Coastal Commission, 483 U.S. 825 (1987), Authored amicus brief on behalf of 12 national and state environmental organizations supporting Coastal Commission's permit condition requiring landowner to dedicate easement for public access to beach under public trust doctrine; Supreme Court held that the access condition did not adequately serve the public purposes related to the permit requirement. Board of Directors of Rotaryliiternational v. Rotary Club of Duarte, 481 U.S. 537 (1987). Authored amicus brief for women's rights groups seeking to uphold application of California's Unruh Civil Rights Act to international service organization that refused to permit women as full members; Supreme Court upheld enforcement of state's anti- discrimination law and rejected Rotary International's claim to First Amendment immunity. CALIFORNIA SUPREME COURT C.O.S.T. v. Superior Court of Orange County, 45 Cal.3d 491 (1988). Represented and presented oral argument for petitioner citizens' group seeking to have initiative securing public vote on local development fee placed on City of Irvine ballot; Supreme Court held that initiative was beyond Resume of FREDRIC D. WOOCHER (Continued) the authority of the local electorate because its subject matter was of statewide concern Calfarm Insurance Company v. Deukmejian, 48 Cal.3d 805 (1989). Co- counsel for respondent Attorney General John Van de Kamp in insurers' multi -prong challenge to constitutionality of Proposition 103; Supreme Court invalidated and modified a portion of the initiative but upheld the bulk of the measure as severable from the invalid sections. Press v. Lucky Stores, Inc., 34 Cal.3d 311 (1983). Counsel for petitioner, proponent of statewide ballot measure seeking award of attorneys fees for lawsuit brought to obtain access to shopping center for purpose of collecting signatures on initiative petitions; Supreme Court ordered award of attorneys' fees under Code of Civil Procedure section 1021.5, finding that lawsuit was necessary to vindicate fundamental First Amendment rights of signature gatherers. Kopp v. Fair Political Practices Com., 11 Cal.4th 607, 905 P2d 1248, 47 Cal.Rptr.2d 198 (1995). Represented Common Cause in extraordinary writ proceeding to save by reformation constitutionality of Proposition 73. Gerken v. Fair Political Practices Com., 6 CalAth 707, 863 P2d 694, 25 Cal.Rptr2d 449 (1993). Co- counsel for Common Cause in petition seeldng to establish the effectiveness of Proposition 68. On-MR MAJOR CASES Dornan v. Sanchez, House Oversight Committee; In re Sanchez, 978 F.Supp. 1315 (C.D. Cal. 1997); In re Sanchez, 955 F. Supp. 1210 (C.D. Ca]. 1997). Successfully defended Hon. Loretta Sanchez before House Oversight Committee, and in related judicial litigation, in election- contest challenge by former Rep. Robert Doman. American Lung Assn of Cal. v. South Coast Air Quali;yMgmt. Dist., No. C573130 (L.A. Super. 1985). Represented clean-air coalition in successful challenge to first attempt by company to "bank" pollution reduction "credits" for future We to other companies needing to decrease emissions; settlement resulted in rescinding of credits. United States v. Stringfellow, No. CV 83 -2501 IMI (C.D. Cal. 1983). Represented intervening residents in multi -party Superfund toxic waste site clean-up action; case still pending, but trial court found private waste generators, dumpsite owners, and State of California strictly liable for cleanup costs under CERCLA, RCRA, and Clean Water Act. Friends ofBallona Wetlands v. California Coastal Commission, No. C525826 (L.A. Super. 1984). Represented environmental organizations in administrative and court challenges to L.A. city, county, and Coastal Commission approvals ofEIR and land use plans for massive Playa Vista development project; settlement resulted in scaled -down project and preservation/restoration of additional wetlands acreage. Resumd of FREDRIC D. WOOCHER (Continued) Federation of Hillside & Canyon Associations v. City of Los Angeles, No. C526616 (L.A. Super. 1986). Co- counsel in challenge to City of Los Angeles' failure to bring zoning ordinances into conformity with city's general plans; injunction against issuance of further building permits for inconsistently zoned parcels led to settlement with court - monitored schedule for city -wide rezoning program. Coalition For L.A. County Planning in the Public Interest v. Bd of Supervisors, 76 Cal. App.3 d 241 (1977). Co- counsel in successful challenge to inadequacy ofEIR and open -space element of L.A. County's general plan amendments under state Planning and Zoning law. Sierra Club v. Board of Supervisors, No. C319067 (L.A. Super. 1981). Co- counsel in successful challenge to L.A. County approval of Sunnyglen development project in Santa Monica Mountains; innovative settlement resulted in project re- design with additional on -site mitigation measures and establishment of monetary off -site mitigation fund for purchase of development rights in other environmentally sensitive canyon areas. Browne v. Russell, 27 Cal.AppAth 1116, 33 Cal.Rptr.2d 29 (1994). Represented a coalition of public - health organizations, successfully upheld Los Angeles City ordinance prohibiting smoking in restaurants against a challenge by the tobacco and restaurant industries. Schweisinger v. Jones, 68 Cal.AppAth 1320, 81 Cal.Rptr.2d 183 (1998). Challenge to Secretary of State's interpretation of the term - limits initiative. Americans v. State, 58 Cal.AppAth 724, 59 Ca1.Rptr.2d 416 (1997). Challenge to State Legislature's failure to appropriate funds for anti- tobacco advertising pursuant to Proposition 99. Wilshire Ins. Co. v. Garamendi, 5 Cal.AppAth 1573, 8 Cal.Rptr.2d 55 (1992). Successful defense of application of Proposition 103 to insurers not ordered by former Insurance Commissioner to roll back rates. California Auto. v. Garamendi, 234 Cal.App.3d 1486, 286 Cal.Rptr. 257 (1991). Successful defense of Insurance Commissioner's rate order for assigned -risk insurance. California Auto. v. Garamendi, 232 Cal.App.3d 904, 283 Cal.Rptr. 562 (1991). Upheld Insurance Commissioner's rulings on procedures for setting assigned -risk rates. Hardeman v. Thomas, 208 Cal.App.3d 153 (1989). Co- counsel in election contest challenging outcome of Inglewood City Council run -off election; after five -day trial, Superior Court annulled election results and ordered new election to be held, finding that numerous violations of state absentee ballot laws had occurred. Jonathan Club v. California Coastal Commission, 197 Cal.App.3d 884 (1988) (decertified for publication). Represented amici civil rights organizations in trial and appellate courts in support Resume of FREDRIC D. WOOCHER (Continued) of Coastal Commission's imposition of permit condition requiring Jonathan Club to certify that it does not discriminate in its membership policies on account of race, religion, or sex in order to expand its facility on state - leased beachfront land in Santa Monica. ACADEMIC J.D., Stanford Law School, 1978. President, Stanford Law Review. Order of the Coif Ph.D. (Cognitive Psychology), Stanford University, 1977. National Science Foundation Graduate Fellowship AB., Yale University, 1972. Phi Beta Kappa, Magna Cum Laude. PROFESSIONAL AFFILIATIONS Adjunct Professor of Law, University of Southern California (Pre -trial Advocacy, 1987 -88). Adjunct Professor of Law, Loyola Law School (Law of Politics, 1992 -93) Lecturer, U.C.L.A. Hazardous Materials Liability Program (1986, 1987) American Bar Association, ALI -ABA Committee on Continuing Professional Education (Lecturer, Hazardous Wastes, Superfund, and Toxic Substances) California State Bar Association Committee on Human Rights (1983 -86: Chair, 1984 -85) California State Bar Association Committee on Environment (1986 -88) Los Angeles County Bar Association Committee on Judicial Evaluations (1985 -90) California League of Conservation Voters, Treasurer; Member of Executive Committee (1991 - present) Stanford Law School Board of Visitors (1988 -90) California Common Cause, Board of Directors (1992- present), Advisory Board (1986 -90) GRANT AGREEMENT This Agreement, entered into this 22 n day of May, 2001 by and between City of Newport Beach, a municipal corporation and charter city (CITY) and Airport Working Group of Orange County, Inc., a California non - profit corporation (GRANTEE), is made with reference to the following: WHEREAS, the CITY is a municipal corporation and charter city committed to preserving the health, welfare and safety of its citizens; and WHEREAS, GRANTEE is a California non - profit public benefit corporation exempt from federal taxation pursuant to Section 501(c)(3) of the Internal Revenue Code; and WHEREAS, GRANTEE has requested a Grant from the CITY to engage in public outreach activities related to the manner and means of accommodating the current and future air travel and air cargo needs of Orange County including a commercial aviation reuse of El Toro; and WHEREAS, the public outreach program proposed by GRANTEE is consistent with long- standing CITY policy related to the solution to the current and future air transportation needs of Orange County; and WHEREAS, the CITY has approved this Grant to GRANTEE with the understanding and GRANTEE'S agreement that the Grant funds will (a) be expended solely for the purpose of informing the public of issues, and engaging in other activity, relevant to the manner and means of accommodating the current and future air transportation demand in Orange County; (b) not be spent to support or oppose the qualification, passage or defeat of any ballot measure or the election or defeat of any candidate for political office; and (c) not be used for any activity that would violate state or federal statutory or decisional law such as regulations affecting non - profit or tax exempt organizations (these GRANTEE expenditure conditions in (a) through (c) are collectively defined as the "Approve Use "). NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1. GRANT CITY agrees to Grant to GRANTEE the sum of three million six hundred thousand dollars ($3,600,000.00). This Grant (Grant Funds) shall be paid in one lump sum of one million eight hundred thousand dollars ($1,800,000.00) and twelve equal monthly installments of one hundred fifty thousand dollars ($150,000.00). The lump sum shall be paid on or before June 1, 2001. The first installment shall be paid on or before June 1, 2001 and the remaining installments shall be paid on or before the first of each of the following eleven (11) months. The Grant Funds shall be used solely by GRANTEE for the Approved Use and for no other use and the balance of the Grant Funds shall be returned to the City on written demand served no less than sixty (60) days after expiration of this Agreement. 0 2. TERM The term of this Agreement shall commence on May 22, 2001 (the Effective Date) and shall continue in full force and effect until the final installment has been paid and GRANTEE has refunded any unspent Grant Funds, provided, however, the indemnity provisions of this Agreement shall expire five (5) years after the Effective Date. 3. RESTRICTIONS ON USE OF FUNDS (a) GRANTEE acknowledges that municipal corporations are prohibited from spending, directly or indirectly, public funds to support or oppose candidates for public office. GRANTEE also acknowledges that public funds may not be spent, directly or indirectly, to support or oppose the qualification, passage or defeat of a ballot measure. Accordingly, GRANTEE warrants to City that the Grant Funds will not be spent, directly or indirectly, to support or oppose a candidate or candidates for public office. GRANTEE further warrants to City that the Grant Funds will not be spent, directly or indirectly, to support or oppose the qualification, passage or defeat of any ballot measure. Finally, GRANTEE warrants to City that the Grant Funds will not be spent to prepare or distribute material, or to disseminate information, if it is clear from the surrounding circumstances that the material or information supports or opposes the election of any candidate or the qualification, passage or defeat of any ballot measure. (b) In addition to the commitments in Subsection 3(a), GRANTEE warrants to City that the Grant Funds will not be spent in a manner that violates any State or Federal statutory or decisional law applicable to non- 3 profit organizations exempt from taxation pursuant to Section 501(c)(3) of the Internal Revenue Code. (c) GRANTEE shall retain legal counsel with at least five years experience in the fields of election law and political law to ensure compliance with the warranties in Subsections 3(a) and 3(b). Legal counsel retained by Grantee shall review all material or information prepared, in whole or in part, through the expenditure of Grant Funds and prior to duplication or dissemination. Legal counsel shall approve duplication and dissemination of the material or information to the public only upon a determination that the information or material is in full compliance with all statutory and decisional law governing the conduct of political campaigns and the express warranties made in Subsections 3(a) and 3(b) of this Agreement. GRANTEE may use Grant Funds to compensate special counsel for this specific and limited purpose. (d) To further ensure compliance with the provisions of Subsection 3(a), GRANTEE shall not duplicate or disseminate to the public any material prepared, in whole or in part, through an expenditure of Grant Funds unless and until the material has first been reviewed, and determined to comply with Subsection 3(a), by special counsel retained by the City Council. CITY shall notify GRANTEE in writing, on or before May 25, 2001, of the name or names of the special counsel retained by the CITY to review material pursuant to this Subsection. The review by special counsel retained by the CITY shall be conducted, and the determination communicated to GRANTEE, by the end of the next business day following receipt of the material by special counsel. 4. INDEMNIFICATION GRANTEE shall protect, hold harmless, defend and indemnify the CITY, and its elected officials, employees and representatives, from any claim, loss, litigation, or liability arising out of or in any way related to this Agreement regardless of the cause, except for any liability arising from the sole negligence, fraud or willful misconduct of the CITY or its officers or employees. GRANTEE agrees that City has the legal right, and that all necessary conditions have been satisfied, to specifically enforce GRANTEE' obligations pursuant to this Agreement. 5. AUDIT GRANTEE agrees to account for all Grant funds received from the CITY, maintain detailed financial records using generally accepted accounting principals, and allow CITY to conduct an audit of the financial records upon reasonable notice and at any time within four (4) years after expiration or termination of this Agreement. 6. THIRD PARTY BENEFICIARY This Agreement does not create, and the parties do not intend to create, any claim, cause of action or legal right for or on behalf of any other person or entity. 7. ENTIRE AGREEMENT This Agreement represents the entire understanding of the Parties and may be amended only by a document signed by both parties. 8. PRIOR AGREEMENTS The Parties agree that this Agreement supersedes and terminates the force and effect of the Grant Agreement approved and executed by the Parties on or about W March 28, 2001. This Agreement does not affect any funds granted to GRANTEE pursuant to an agreement approved and executed by the Parties on or about April 1, 1999. Agreed: CITY OF NEWPORT BEACH 0 Title Approved as to Form City Attorney Attest: City Clerk rhb1048 GRANTEE 0 Title 6