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OAK #4840-9470-8043 v1 - 1 - ANSWER TO FIRST AMENDED COMPLAINT 

CASE NO. 16-CV-7014-VC 

Barbara J. Parker (SBN 69722)

City Attorney 

Otis McGee, Jr. (SBN 71885) 

Chief Assistant City Attorney 

Colin Troy Bowen (SBN 152489) 

Supervising Deputy City Attorney 

OAKLAND CITY ATTORNEY 

One Frank Ogawa Plaza, 6th Floor 

Oakland, CA 94612 

Tel: 510.238.3601 Fax: 510.238.6500 

Kevin D. Siegel (SBN 194787) 

E-mail: ksiegel@bwslaw.com 

Gregory R. Aker (SBN 104171) 

E-mail: gaker@bwslaw.com 

Christopher M. Long (SBN 305674) 

E-mail: clong@bwslaw.com 

BURKE, WILLIAMS & SORENSEN, LLP 

1901 Harrison Street, Suite 900 

Oakland, CA 94612-3501 

Tel: 510.273.8780 Fax: 510.839.9104 

Attorneys for Defendant 

CITY OF OAKLAND 

UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

OAKLAND BULK & OVERSIZED 

TERMINAL, LLC, 

Plaintiff, 

v. 

CITY OF OAKLAND, 

Defendant. 

Case No. 3:16-cv-07014-VC 

ANSWER TO FIRST AMENDED 

COMPLAINT 

DEMAND FOR JURY TRIAL 

Judge: Honorable Vince Chhabria 

SIERRA CLUB and SAN FRANCISCO 

BAYKEEPER, 

Defendants-Intervenors.
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OAK #4840-9470-8043 v1 - 2 - ANSWER TO FIRST AMENDED COMPLAINT 

CASE NO. 16-CV-7014-VC 

Defendant CITY OF OAKLAND ("City") hereby answers the First Amended Complaint, 

filed on June 14, 2017 ("Complaint") by Plaintiff OAKLAND BULK & OVERSIZED 

TERMINAL, LLC ("OBOT" or "Plaintiff") as follows: 

NATURE OF THE ACTION 

1. Answering paragraph 1, the City denies that it unconstitutionally abused its power. 

Further answering paragraph 1, the allegations therein are characterizations of OBOT's case that 

do not require a response. To the extent the foregoing does not answer any allegation of fact in 

paragraph 1, the City denies each and every allegation stated therein. 

2. Answering the first sentence of paragraph 2, the City admits that OBOT seeks 

declaratory and injunctive relief against enforcement of Oakland City Council Ordinance 

No. 13385 C.M.S. (the "Ordinance") and Oakland City Council Resolution No. 86234 C.M.S. 

(the "Resolution"), and that the Ordinance and Resolution collectively prohibit the storage and 

handling of coal and coke at bulk materials facilities or terminals throughout the City of Oakland, 

including in and around OBOT's proposed rail and marine terminal. Answering the remaining 

allegations of the first sentence of paragraph 2, the City lacks sufficient information or knowledge 

to answer the allegations stated therein, and on that basis denies each and every allegation stated 

therein. Answering the second sentence of paragraph 2, the City denies each and every allegation 

stated therein. 

3. Answering paragraph 3, the City admits that a Development Agreement dated 

July 16, 2013 ("DA") exists. Further answering paragraph 3, the allegations stated therein seek to 

characterize the contents of public records, which speak for themselves. Answering the 

remaining allegations of paragraph 3, the City lacks sufficient information or knowledge to 

answer the allegations stated therein, and on that basis denies each and every allegation stated 

therein. Answering footnote number 1 to paragraph 3, the allegations stated therein seek to 

characterize the contents of dictionary definitions, which speak for themselves. To the extent the 

foregoing does not answer any allegation of fact in paragraph 3, the City denies each and every 

allegation stated therein. 

4. Answering paragraph 4, the City lacks sufficient information or knowledge to 
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OAK #4840-9470-8043 v1 - 3 - ANSWER TO FIRST AMENDED COMPLAINT 

CASE NO. 16-CV-7014-VC 

answer the allegations stated therein, and on that basis denies each and every allegation stated 

therein. 

5. Answering paragraph 5, the City lacks sufficient information or knowledge to 

answer the allegations stated therein, and on that basis denies each and every allegation stated 

therein. 

6. Answering paragraph 6, the City lacks sufficient information or knowledge to 

answer the allegations stated therein, and on that basis denies each and every allegation stated 

therein. 

7. Answering the first and second sentences of paragraph 7, the City lacks sufficient 

information or knowledge to answer the allegations stated therein, and on that basis denies each 

and every allegation stated therein. Answering the third sentence of paragraph 7, the City denies 

each and every allegation stated therein. 

8. Answering paragraph 8, the City admits that it passed the Ordinance and 

Resolution in 2016. Answering the remaining allegations of paragraph 8, the allegations stated 

therein seek to characterize the contents of public records, which speak for themselves. To the 

extent the foregoing does not answer any allegation of fact in paragraph 8, the City denies each 

and every allegation stated therein. 

9. Answering paragraph 9, the City denies each and every allegation stated therein. 

10. Answering paragraph 10, the City denies each and every allegation stated therein. 

11. Answering paragraph 11, the City denies each and every allegation stated therein. 

12. Answering paragraph 12, the City denies each and every allegation stated therein. 

13. Answering paragraph 13, the allegations therein are characterizations of OBOT's 

case that do not require a response. To the extent the foregoing does not answer any allegation of 

fact in paragraph 13, the City denies each and every allegation stated therein. 

PARTIES 

14. Answering paragraph 14, the City lacks sufficient information or knowledge to 

answer the allegations stated therein, and on that basis denies each and every allegation stated 

therein. 
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OAK #4840-9470-8043 v1 - 4 - ANSWER TO FIRST AMENDED COMPLAINT 

CASE NO. 16-CV-7014-VC 

15. Answering paragraph 15, the City admits each and every allegation stated therein. 

JURISDICTION AND VENUE 

16. Answering paragraph 16, the allegations therein are legal contentions and 

conclusions of law that do not require a response. To the extent the foregoing does not answer 

any allegation of fact in paragraph 16, the City denies each and every allegation stated therein. 

17. Answering paragraph 17, the allegations therein are conclusions of law that do not 

require a response. To the extent the foregoing does not answer any allegation of fact in 

paragraph 17, the City denies each and every allegation stated therein. 

18. Answering paragraph 18, the City admits that it is located within the Northern 

District of California. Answering the remaining allegations of paragraph 18, the allegations 

therein are legal contentions and conclusions of law that do not require a response. To the extent 

the foregoing does not answer any allegation of fact in paragraph 18, the City denies each and 

every allegation stated therein. 

19. Answering paragraph 19, the allegations therein are legal contentions and 

conclusions of law that do not require a response. To the extent the foregoing does not answer 

any allegation of fact in paragraph 19, the City denies each and every allegation stated therein. 

INTRADISTRICT ASSIGNMENT 

20. Answering paragraph 20, the allegations therein are legal contentions and 

conclusions of law that do not require a response. To the extent the foregoing does not answer 

any allegation of fact in paragraph 20, the City denies each and every allegation stated therein. 

FACTUAL BACKGROUND 

21. Answering the first sentence of paragraph 21, the City admits each and every 

allegation stated therein. Answering the second sentence of paragraph 21, the City admits that the 

former Oakland Army Base provided, prior to its closure, jobs and economic benefits for the City, 

and except as expressly admitted herein, the City denies each and every allegation of the second 

sentence of paragraph 21. Answering the third sentence of paragraph 21, the allegations therein 

seek to characterize the contents of public records, which speak for themselves. Answering any 

remaining allegations of fact in paragraph 21, the City denies each and every allegation stated 
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OAK #4840-9470-8043 v1 - 5 - ANSWER TO FIRST AMENDED COMPLAINT 

CASE NO. 16-CV-7014-VC 

therein. 

22. Answering paragraph 22, the allegations stated therein seek to characterize the 

contents of public records, which speak for themselves. To the extent the foregoing does not 

answer any allegation of fact in paragraph 22, the City denies each and every allegation stated 

therein. 

23. Answering paragraph 23, the allegations stated therein seek to characterize the 

contents of public records, which speak for themselves. To the extent the foregoing does not 

answer any allegation of fact in paragraph 23, the City denies each and every allegation stated 

therein. 

24. Answering the first sentence of paragraph 24, the allegations stated therein seek to 

characterize the contents of public records, which speak for themselves. Answering the second 

sentence of paragraph 24, the City lacks sufficient information or knowledge to answer the 

allegations stated therein, and on that basis denies each and every allegation stated therein. To 

the extent the foregoing does not answer any allegation of fact in paragraph 24, the City denies 

each and every allegation stated therein. 

25. Answering paragraph 25, the City denies each and every allegation stated therein. 

26. Answering paragraph 26, the City lacks sufficient information or knowledge to 

answer the allegations stated therein, and on that basis denies each and every allegation stated 

therein. 

27. Answering paragraph 27, the allegations stated therein seek to characterize the 

contents of public records, which speak for themselves. To the extent the foregoing does not 

answer any allegation of fact in paragraph 27, the City denies each and every allegation stated 

therein. 

28. Answering the first and third sentences of paragraph 28, the allegations stated 

therein seek to characterize the contents of public records, which speak for themselves. 

Answering the second sentence of paragraph 28, the City lacks sufficient information or 

knowledge to answer the allegations stated therein, and on that basis denies each and every 

allegation stated therein. To the extent the foregoing does not answer any allegation of fact in 
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OAK #4840-9470-8043 v1 - 6 - ANSWER TO FIRST AMENDED COMPLAINT 

CASE NO. 16-CV-7014-VC 

paragraph 28, the City lacks sufficient information or knowledge to answer the allegations stated 

therein, and on that basis denies each and every allegation stated therein. 

29. Answering the first sentence of paragraph 29, the allegations stated therein seek to 

characterize the contents of a public record, which speaks for itself. Answering the second 

sentence of paragraph 29, the allegations therein are conclusions of law that do not require a 

response. To the extent the foregoing does not answer any allegation of fact in paragraph 29, the 

City lacks sufficient information or knowledge to answer the allegations stated therein, and on 

that basis denies each and every allegation stated therein. 

30. Answering paragraph 30, the allegations stated therein seek to characterize the 

contents of public records, which speak for themselves. To the extent the foregoing does not 

answer any allegation of fact in paragraph 30, the City lacks sufficient information or knowledge 

to answer the allegations stated therein, and on that basis denies each and every allegation stated 

therein. 

31. Answering paragraph 31, the allegations stated therein seek to characterize the 

contents of public records, which speak for themselves. Answering footnote number 2 to 

paragraph 31, the allegations therein seek to characterize the contents of public records and are 

legal contentions and conclusions of law that do not require a response. To the extent the 

foregoing does not answer any allegation of fact in paragraph 31 or footnote number 2, the City 

lacks sufficient information or knowledge to answer the allegations stated therein, and on that 

basis denies each and every allegation stated therein. 

32. Answering paragraph 32, the City lacks sufficient information or knowledge to 

answer the allegations stated therein, and on that basis denies each and every allegation stated 

therein. 

33. Answering paragraph 33, the City lacks sufficient information or knowledge to 

answer the allegations stated therein, and on that basis denies each and every allegation stated 

therein. 

34. Answering paragraph 34, the City lacks sufficient information or knowledge to 

answer the allegations stated therein, and on that basis denies each and every allegation stated 
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OAK #4840-9470-8043 v1 - 7 - ANSWER TO FIRST AMENDED COMPLAINT 

CASE NO. 16-CV-7014-VC 

therein. 

35. Answering the first and second sentences of paragraph 35, the City lacks sufficient 

information or knowledge to answer the allegations stated therein, and on that basis denies each 

and every allegation stated therein. Answering the third sentence of paragraph 35, insofar as the 

allegations therein contain characterizations of the DA, the allegations stated therein seek to 

characterize the contents of a public record, which speaks for itself. Answering the remaining 

allegations of the third sentence of paragraph 35, the City lacks sufficient information or 

knowledge to answer the allegations stated therein, and on that basis denies each and every 

allegation stated therein. To the extent the foregoing does not answer any allegation of fact in 

paragraph 35, the City lacks sufficient information or knowledge to answer the allegations stated 

therein, and on that basis denies each and every allegation stated therein. 

36. Answering the first and second sentences of paragraph 36, the City denies each 

and every allegation stated therein. 

a. Answering the first sentence of subparagraph "a" of paragraph 36, the City admits 

that the Oakland City Council unanimously passed Resolution No. 85054 C.M.S., 

a "Resolution to Oppose Transportation of Hazardous Fossil Fuel Materials, 

Including Crude Oil, Coal, and Petroleum Coke, Along California Waterways, 

Through Densely Populated Areas, Through the City of Oakland" on June 17, 

2014. Answering the second sentence of subparagraph "a" of paragraph 36, 

insofar as the allegations therein contain characterizations of Resolution No. 85054 

C.M.S., the allegations stated therein seek to characterize the contents of a public 

record, which speaks for itself. Answering the third sentence of subparagraph "a" 

of paragraph 36, the City denies each and every allegation stated therein. To the 

extent the foregoing does not answer any allegation of fact in subparagraph "a" of 

paragraph 36, the City lacks sufficient information or knowledge to answer the 

allegations stated therein, and on that basis denies each and every allegation stated 

therein. 

b. Answering subparagraph "b" of paragraph 36, the allegations stated therein seek to 
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OAK #4840-9470-8043 v1 - 8 - ANSWER TO FIRST AMENDED COMPLAINT 

CASE NO. 16-CV-7014-VC 

characterize the contents of public records, which speak for themselves. To the 

extent the foregoing does not answer any allegation of fact in subparagraph "b" of 

paragraph 36, the City denies each and every allegation stated therein.. 

c. Answering subparagraph "c" of paragraph 36, the City lacks sufficient information 

or knowledge to answer the allegations stated therein, and on that basis denies 

each and every allegation stated therein. 

d. Answering subparagraph "d" of paragraph 36, the allegations stated therein seek to 

characterize the contents of public records, which speak for themselves. To the 

extent the foregoing does not answer any allegation of fact in subparagraph "d" of 

paragraph 36, the City denies each and every allegation stated therein 

To the extent the foregoing does not answer any allegation of fact in paragraph 36, the 

City lacks sufficient information or knowledge to answer the allegations stated therein, and on 

that basis denies each and every allegation stated therein. 

37. Answering paragraph 37, the City admits that the City Council held a public 

hearing in September 2015. The City denies each and every remaining allegation stated in 

paragraph 37. 

38. Answering the first and second sentences of paragraph 38, the City admits each 

and every allegation stated therein. Answering the third sentence of paragraph 38, the allegations 

seek to characterize the contents of public records, which speak for themselves. To the extent the 

foregoing does not answer any allegation of fact in paragraph 38, the City denies each and every 

allegation stated therein 

39. Answering paragraph 39, the allegations seek to characterize the contents of public 

records, which speak for themselves. To the extent the foregoing does not answer any allegation 

of fact in paragraph 38, the City denies each and every allegation stated therein. 

40. Answering paragraph 40, the allegations stated therein seek to characterize the 

contents of a public record, which speaks for itself. To the extent the foregoing does not answer 

any allegation of fact in paragraph 40, the City denies each and every allegation stated therein. 

41. Answering paragraph 41, the City admits that the City Council retained 
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OAK #4840-9470-8043 v1 - 9 - ANSWER TO FIRST AMENDED COMPLAINT 

CASE NO. 16-CV-7014-VC 

Environmental Science Associates ("ESA") but denies each and every remaining allegation stated 

therein. 

42. Answering paragraph 42, the City denies each and every allegation stated therein. 

43. Answering paragraph 43, the City lacks sufficient information or knowledge to 

answer the allegations stated therein, and on that basis denies each and every allegation stated 

therein. 

44. Answering paragraph 44, the allegations stated therein seek to characterize the 

contents of public records, which speak for themselves. To the extent the foregoing does not 

answer any allegation of fact in paragraph 44, the City denies each and every allegation stated 

therein. 

45. Answering paragraph 45, the City admits that on or about June 23, 2016, the City 

made the final ESA Report available to the general public. The City denies the remaining 

allegations of paragraph 45. 

46. Answering the first sentence of paragraph 46, the City admits that it released 

proposed drafts of the Ordinance and Resolution on or about June 24, 2016. Answering the 

second sentence of paragraph 46, the City admits that it released the Staff Report on or about June 

24, 2016. Further answering the second sentence of paragraph 46, insofar as the allegations 

therein contain characterizations of the Staff Report, the allegations stated therein seek to 

characterize the contents of a public record, which speaks for itself. To the extent the foregoing 

does not answer any allegation of fact in paragraph 46, the City lacks sufficient information or 

knowledge to answer the allegations stated therein, and on that basis denies each and every 

allegation stated therein. 

47. Answering paragraph 47, the City admits that the City Council held a public 

hearing on June 27, 2016, at which the City Council adopted the Resolution and held a first vote 

on the Ordinance. The City denies that the Ordinance was adopted on June 27, 2016 and denies 

the remaining allegations in paragraph 47. 

48. Answering paragraph 48, insofar as the allegations therein contain 

characterizations of the ESA Report, the allegations stated therein seek to characterize the 
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OAK #4840-9470-8043 v1 - 10 - ANSWER TO FIRST AMENDED COMPLAINT 

CASE NO. 16-CV-7014-VC 

contents of a public record, which speaks for itself. To the extent the foregoing does not answer 

any allegation of fact in paragraph 48, the City lacks sufficient information or knowledge to 

answer the allegations stated therein, and on that basis denies each and every allegation stated 

therein. 

49. Answering paragraph 49, the City denies each and every allegation stated therein. 

50. Answering the first sentence of paragraph 50, insofar as the allegations therein 

contain characterizations of the ESA Report, the allegations stated therein seek to characterize the 

contents of a public record, which speaks for itself. Answering the second and third sentences of 

paragraph 50, the City lacks sufficient information or knowledge to answer the allegations stated 

therein, and on that basis denies each and every allegation stated therein. To the extent the 

foregoing does not answer any allegation of fact in paragraph 50, the City lacks sufficient 

information or knowledge to answer the allegations stated therein, and on that basis denies each 

and every allegation stated therein. 

51. Answering paragraph 51, the City denies each and every allegation stated therein. 

52. Answering paragraph 52, insofar as the allegations therein contain 

characterizations of the ESA Report or the City Council’s administrative record, the allegations 

stated therein seek to characterize the contents of public records, which speak for themselves. To 

the extent the foregoing does not answer any allegation of fact in paragraph 52, the denies each 

and every allegation stated therein. 

53. Answering paragraph 53, insofar as the allegations therein contain 

characterizations of the ESA Report, the allegations stated therein seek to characterize the 

contents of a public record, which speaks for itself. To the extent the foregoing does not answer 

any allegation of fact in paragraph 53, the City denies each and every allegation stated therein. 

54. Answering paragraph 54, insofar as the allegations therein contain 

characterizations of the ESA Report, the allegations stated therein seek to characterize the 

contents of a public record, which speaks for itself. To the extent the foregoing does not answer 

any allegation of fact in paragraph 54, the City denies each and every allegation stated therein. 

55. Answering paragraph 55, the City denies each and every allegation stated therein. 
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OAK #4840-9470-8043 v1 - 11 - ANSWER TO FIRST AMENDED COMPLAINT 

CASE NO. 16-CV-7014-VC 

56. Answering the first sentence of paragraph 56, the City admits that the Terminal 

and its emission controls have not yet been constructed. Answering the remainder of paragraph 

56, the City denies each and every allegation stated therein. 

57. Answering paragraph 57, insofar as the allegations therein contain 

characterizations of the ESA Report, the allegations stated therein seek to characterize the 

contents of a public record, which speaks for itself. To the extent the foregoing does not answer 

any allegation of fact in paragraph 57, the City denies each and every allegation stated therein. 

58. Answering paragraph 58, insofar as the allegations therein contain 

characterizations of the ESA Report, the allegations stated therein seek to characterize the 

contents of a public record, which speaks for itself. To the extent the foregoing does not answer 

any allegation of fact in paragraph 58, the City denies each and every allegation stated therein. 

59. Answering paragraph 59, the City denies each and every allegation stated therein. 

60. Answering paragraph 60, insofar as the allegations therein contain 

characterizations of the ESA Report, the allegations stated therein seek to characterize the 

contents of a public record, which speaks for itself. To the extent the foregoing does not answer 

any allegation of fact in paragraph 60, the City lacks sufficient information or knowledge to 

answer the allegations stated therein, and on that basis denies each and every allegation stated 

therein. 

61. Answering the first sentence of paragraph 61, the City lacks sufficient information 

or knowledge to answer the allegations stated therein, and on that basis denies each and every 

allegation stated therein. Answering the remaining allegations of paragraph 61, insofar as the 

allegations therein contain characterizations of the ESA Report, the allegations stated therein seek 

to characterize the contents of a public record, which speaks for itself. To the extent the 

foregoing does not answer any allegation of fact in paragraph 61, the City lacks sufficient 

information or knowledge to answer the allegations stated therein, and on that basis denies each 

and every allegation stated therein. 

62. Answering the first sentence of paragraph 62, the City lacks sufficient information 

or knowledge to answer the allegations stated therein, and on that basis denies each and every 
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OAK #4840-9470-8043 v1 - 12 - ANSWER TO FIRST AMENDED COMPLAINT 

CASE NO. 16-CV-7014-VC 

allegation stated therein. Answering the remaining allegations of paragraph 62, insofar as the 

allegations therein contain characterizations of the ESA Report, the allegations stated therein seek 

to characterize the contents of a public record, which speaks for itself. To the extent the 

foregoing does not answer any allegation of fact in paragraph 62, the City lacks sufficient 

information or knowledge to answer the allegations stated therein, and on that basis denies each 

and every allegation stated therein. 

63. Answering paragraph 63, the City lacks sufficient information or knowledge to 

answer the allegations stated therein, and on that basis denies each and every allegation stated 

therein. 

64. Answering paragraph 64, the City lacks sufficient information or knowledge to 

answer the allegations stated therein, and on that basis denies each and every allegation stated 

therein. 

65. Answering paragraph 65, the City lacks sufficient information or knowledge to 

answer the allegations stated therein, and on that basis denies each and every allegation stated 

therein. 

66. Answering paragraph 66, the City lacks sufficient information or knowledge to 

answer the allegations stated therein, and on that basis denies each and every allegation stated 

therein. 

67. Answering paragraph 67, the City lacks sufficient information or knowledge to 

answer the allegations stated therein, and on that basis denies each and every allegation stated 

therein. 

68. Answering paragraph 68, insofar as the allegations therein contain 

characterizations of the ESA Report or the City Council’s administrative record, the allegations 

stated therein seek to characterize the contents of public records, which speak for themselves. To 

the extent the foregoing does not answer any allegation of fact in paragraph 68, the City denies 

each and every allegation stated therein. 

69. Answering paragraph 69, the allegations stated therein are legal contentions and 

legal conclusions for which no response is required. To the extent the foregoing does not answer 
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OAK #4840-9470-8043 v1 - 13 - ANSWER TO FIRST AMENDED COMPLAINT 

CASE NO. 16-CV-7014-VC 

any allegation of fact in paragraph 69, the City denies each and every allegation stated therein. 

70. Answering paragraph 70, insofar as the allegations therein contain 

characterizations of the ESA Report, the allegations stated therein seek to characterize the 

contents of a public record, which speaks for itself. To the extent the foregoing does not answer 

any allegation of fact in paragraph 70, the City denies each and every allegation stated therein. 

71. Answering paragraph 71, the allegations stated therein are legal contentions and 

conclusions of law to which no response s required. To the extent the foregoing does not answer 

any allegation of fact in paragraph 71, the City lacks sufficient information or knowledge to 

answer the allegations stated therein, and on that basis denies each and every allegation stated 

therein. 

72. Answering paragraph 72, insofar as the allegations therein contain 

characterizations of BAAQMD regulations, the allegations stated therein are legal contentions 

and seek to characterize the contents of public records, which speak for themselves. To the extent 

the foregoing does not answer any allegation of fact in paragraph 72, the City lacks sufficient 

information or knowledge to answer the allegations stated therein, and on that basis denies each 

and every allegation stated therein. 

73. Answering paragraph 73, the City denies each and every allegation stated therein. 

74. Answering paragraph 74, insofar as the allegations therein contain 

characterizations of BAAQMD regulations, the allegations stated therein are legal contentions 

and seek to characterize the contents of public records, which speak for themselves. To the extent 

the foregoing does not answer any allegation of fact in paragraph 74, the City lacks sufficient 

information or knowledge to answer the allegations stated therein, and on that basis denies each 

and every allegation stated therein. 

75. Answering paragraph 75, insofar as the allegations therein contain 

characterizations of the ESA Report, the allegations stated therein seek to characterize the 

contents of a public record, which speaks for itself. Answering the remaining allegations of 

paragraph 75, the City lacks sufficient information or knowledge to answer the allegations stated 

therein, and on that basis denies each and every allegation stated therein. 
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OAK #4840-9470-8043 v1 - 14 - ANSWER TO FIRST AMENDED COMPLAINT 

CASE NO. 16-CV-7014-VC 

76. Answering paragraph 76, the City denies each and every allegation stated therein. 

77. Answering paragraph 77, the allegations therein seek to characterize the contents 

of public records, which speak for themselves. Answering the remaining allegations of paragraph 

77, the City lacks sufficient information or knowledge to answer the allegations stated therein, 

and on that basis denies each and every allegation stated therein. 

78. Answering paragraph 78, insofar as the allegations therein contain 

characterizations of the ESA Report or the City Council’s administrative record, the allegations 

stated therein seek to characterize the contents of public records, which speak for themselves. 

Answering the remaining allegations of paragraph 78, the City lacks sufficient information or 

knowledge to answer the allegations stated therein, and on that basis denies each and every 

allegation stated therein. 

79. Answering paragraph 79, insofar as the allegations seek to characterize the 

contents of public records, which speak for themselves. To the extent the foregoing does not 

answer any allegation of fact in paragraph 79, the City denies each and every allegation stated 

therein. 

80. Answering the first sentence of paragraph 80, the City admits each and every 

allegation stated therein. Answering the remaining allegations in paragraph 80, insofar as the 

allegations therein contain characterizations of the ESA Report, the allegations stated therein seek 

to characterize the contents of a public record, which speaks for itself. To the extent the 

foregoing does not answer any allegation of fact in paragraph 80, the City lacks sufficient 

information or knowledge to answer the allegations stated therein, and on that basis denies each 

and every allegation stated therein. 

81. Answering paragraph 81, the City avers that the allegations stated therein are 

conclusions of law to which no response s required. To the extent the foregoing does not answer 

any allegation of fact in paragraph 81, the City denies each and every allegation stated therein. 

82. Answering the first sentence paragraph 82, insofar as the allegations therein 

contain characterizations of the ESA Report, the allegations stated therein seek to characterize the 

contents of a public record, which speaks for itself. To the extent the foregoing does not answer 
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OAK #4840-9470-8043 v1 - 15 - ANSWER TO FIRST AMENDED COMPLAINT 

CASE NO. 16-CV-7014-VC 

any allegation of fact in the first sentence of paragraph 82, the City denies each and every 

allegation stated therein. Answering the second sentence of paragraph 82, the City denies each 

and every allegation stated therein. 

83. Answering paragraph 83, the City denies each and every allegation stated therein. 

84. Answering paragraph 84, the City denies each and every allegation stated therein. 

85. Answering paragraph 85, insofar as the allegations therein contain 

characterizations of the ESA Report or the City Council’s administrative record, the allegations 

stated therein seek to characterize the contents of public records, which speaks for themselves. 

To the extent the foregoing does not answer any allegation of fact in paragraph 85, the City basis 

denies each and every allegation stated therein. 

86. Answering paragraph 86 (including the subparagraphs), the City lacks sufficient 

information or knowledge to admit or deny that commodities will in fact be transported to the 

proposed Terminal in the manner in which Plaintiff describes and proposes, and on that basis 

denies each and every allegation stated therein. To the extent the foregoing does not answer any 

allegation of fact in paragraph 86, the City basis denies each and every allegation stated therein. 

87. Answering the first sentence of paragraph 87, the City lacks sufficient information 

or knowledge to admit or deny that commodities will in fact be transloaded in the manner in 

which Plaintiff describes and proposes, and on that basis denies each and every allegation stated 

therein. Answering the remainder of paragraph 87, the City denies each and every allegation 

stated therein. 

88. Answering paragraph 88, insofar as the allegations therein contain 

characterizations of the ESA Report, the allegations stated therein seek to characterize the 

contents of a public record, which speaks for itself. To the extent the foregoing does not answer 

any allegation of fact in paragraph 88, the City admits that the ESA Report describes fire risks 

and dangers associated therewith, including at the Terminal and other locations, and describes 

fires that have occurred at coal piles and in rail cars. Answering the remainder of paragraph 88, 

the City denies each and every allegation stated therein. 

89. Answering paragraph 89, insofar as the allegations therein contain 
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OAK #4840-9470-8043 v1 - 16 - ANSWER TO FIRST AMENDED COMPLAINT 

CASE NO. 16-CV-7014-VC 

characterizations of the ESA Report, the allegations stated therein seek to characterize the 

contents of a public record, which speaks for itself. To the extent the foregoing does not answer 

any allegation of fact in paragraph 89, the City denies each and every allegation stated therein. 

90. Answering paragraph 90, insofar as the allegations therein contain 

characterizations of the ESA Report or other public documents, the allegations stated therein seek 

to characterize the contents of public records, which speaks for themselves. To the extent the 

foregoing does not answer any allegation of fact in paragraph 90, the City basis denies each and 

every allegation stated therein. 

91. Answering paragraph 91, the City denies each and every allegation stated therein. 

92. Answering paragraph 92, insofar as the allegations therein contain 

characterizations of the ESA Report, the allegations stated therein seek to characterize the 

contents of a public record, which speaks for itself. To the extent the foregoing does not answer 

any allegation of fact in paragraph 92, the City admits that members of the public commented on 

greenhouse gases and that the ESA Report evaluated the comments and other evidence, and, 

except as expressly admitted, the City denies each and every allegation stated in paragraph 92. 

93. Answering the first sentence of paragraph 93, the allegations stated therein seek to 

characterize the contents of a public record, which speaks for itself. Answering the second 

sentence of paragraph 93, the City denies each and every allegation stated therein. To the extent 

the foregoing does not answer any allegation of fact in paragraph 93, the City denies each and 

every allegation stated therein. 

94. Answering the first sentence of paragraph 94, the allegations stated therein seek to 

characterize the contents of a public record, which speaks for itself. To the extent the foregoing 

does not answer any allegation of fact in paragraph 94, the City denies each and every allegation 

stated therein. 

95. Answering the first sentence of paragraph 95, the allegations stated therein seek to 

characterize the contents of a public record, which speaks for itself. To the extent the foregoing 

does not answer any allegation of fact in the first sentence of paragraph 95, the City denies each 

and every allegation stated therein. 
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OAK #4840-9470-8043 v1 - 17 - ANSWER TO FIRST AMENDED COMPLAINT 

CASE NO. 16-CV-7014-VC 

96. Answering paragraph 96, insofar as the allegations therein contain 

characterizations of the City’s Staff Report, the allegations stated therein seek to characterize the 

contents of a public record, which speaks for itself. To the extent the foregoing does not answer 

any allegation of fact in paragraph 96, the City admits that the Staff Report relied, in part, on a 

report by Zoe Chafe regarding coal and petcoke, including without limitation health and safety 

effects that would be caused by storing and handling these commodities at the proposed Terminal, 

and, except as expressly admitted, the City denies each and every allegation stated therein. 

97. Answering paragraph 97, the City admits each and every allegation stated therein. 

98. Answering paragraph 98, the City admits that Zoe Chafe was retained to prepare a 

report. Further answering paragraph 98, insofar as the allegations therein contain 

characterizations of the report prepared by Zoe Chafe (the "Chafe Report"), the allegations stated 

therein seek to characterize the contents of a public record, which speaks for itself. To the extent 

the foregoing does not answer any allegation of fact in paragraph 98, the City lacks sufficient 

information or knowledge to answer the allegations stated therein, and on that basis denies each 

and every allegation stated therein. 

99. Answering paragraph 99, the City denies each and every allegation stated therein. 

100. Answering the first sentence of paragraph 100, the City denies each and every 

allegation stated therein. Answering the second sentence of paragraph 100, the allegations stated 

therein seek to characterize the contents of a public record, which speaks for itself. To the extent 

the foregoing does not answer any allegation of fact in paragraph 100, the City denies each and 

every allegation stated therein. 

101. Answering paragraph 101, the City denies each and every allegation stated 

therein. 

102. Answering paragraph 102, the City denies each and every allegation stated therein. 

103. Answering paragraph 103, the City denies each and every allegation stated therein. 

104. Answering paragraph 104, insofar as the allegations therein contain 

characterizations of the Chafe Report, the allegations stated therein seek to characterize the 

contents of a public record, which speaks for itself. Answering any allegation of fact in 
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OAK #4840-9470-8043 v1 - 18 - ANSWER TO FIRST AMENDED COMPLAINT 

CASE NO. 16-CV-7014-VC 

paragraph 104, the City admits that the Chafe Report explains the health and safety risks of 

exposure to PM2.5, and except as expressly admitted, the City denies each and every allegation 

stated therein. 

105. Answering the first sentence of paragraph 105, insofar as the allegations therein 

contain characterizations of the Chafe Report, the allegations stated therein seek to characterize 

the contents of a public record, which speaks for itself. Answering the second sentence of 

paragraph 105, the City lacks sufficient information or knowledge to answer the allegations stated 

therein, and on that basis denies each and every allegation stated therein. To the extent the 

foregoing does not answer any allegation of fact in paragraph 105, the City lacks sufficient 

information or knowledge to answer the allegations stated therein, and on that basis denies each 

and every allegation stated therein. 

106. Answering the first sentence of paragraph 106, insofar as the allegations therein 

contain characterizations of the Chafe Report, the allegations stated therein seek to characterize 

the contents of a public record, which speaks for itself. Answering the second sentence of 

paragraph 106, the City lacks sufficient information or knowledge to answer the allegations stated 

therein, and on that basis denies each and every allegation stated therein. To the extent the 

foregoing does not answer any allegation of fact in paragraph 106, the City denies each and every 

allegation stated therein. 

107. Answering the first sentence of paragraph 107, insofar as the allegations therein 

contain characterizations of the Chafe Report, the allegations stated therein seek to characterize 

the contents of a public record, which speaks for itself. Answering any allegation of fact in the 

first sentence of paragraph 107 and the remainder of paragraph 107, the City denies each and 

every allegation stated therein. 

108. Answering paragraph 108, the City denies each and every allegation stated therein. 

109. Answering paragraph 109, the City denies each and every allegation stated in 

paragraph 109. 

110. Answering paragraph 110, the allegations stated therein seek to characterize the 

contents of a public record, which speaks for itself. To the extent the foregoing does not answer 
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OAK #4840-9470-8043 v1 - 19 - ANSWER TO FIRST AMENDED COMPLAINT 

CASE NO. 16-CV-7014-VC 

any allegation of fact in paragraph 110, the City denies each and every allegation stated therein. 

111. Answering paragraph 111, the City denies each and every allegation stated therein. 

112. Answering paragraph 112, the allegations stated therein seek to characterize the 

contents of a public record, which speaks for itself. To the extent the foregoing does not answer 

any allegation of fact in paragraph 112, the City denies each and every allegation stated therein. 

113. Answering paragraph 113, insofar as the allegations therein contain 

characterizations of the Chafe Report, the allegations stated therein seek to characterize the 

contents of a public record, which speaks for itself. To the extent the foregoing does not answer 

any allegation of fact in paragraph 113, the City denies each and every allegation stated therein. 

114. Answering paragraph 114, insofar as the allegations therein contain 

characterizations of the Chafe Report or the City Council's administrative record, the allegations 

stated therein seek to characterize the contents of public records, which speak for themselves. To 

the extent the foregoing does not answer any allegation of fact in paragraph 114, the City denies 

each and every allegation stated therein. 

115. Answering paragraph 115, the City denies each and every allegation stated therein. 

116. Answering paragraph 116, insofar as the allegations therein contain 

characterizations of the Ordinance or Resolution, the allegations stated therein are legal 

contentions, for which no response is required, and seek to characterize the contents of public 

records, which speak for themselves. To the extent the foregoing does not answer any allegation 

of fact in paragraph 116, the City denies each and every allegation stated therein. 

117. Answering paragraph 117, the City basis denies each and every allegation stated 

therein. 

118. Answering the first sentence of paragraph 118, the City denies each and every 

allegation stated therein. Answering the remaining allegations of paragraph 118, insofar as the 

allegations therein contain characterizations of public records, the allegations stated therein seek 

to characterize the contents of public records, which speak for themselves. To the extent the 

foregoing does not answer any allegation of fact in paragraph 118, the City denies each and every 

allegation stated therein. 
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OAK #4840-9470-8043 v1 - 20 - ANSWER TO FIRST AMENDED COMPLAINT 

CASE NO. 16-CV-7014-VC 

119. Answering paragraph 119, the City admits that the Ordinance includes limited 

exemptions and, except as expressly admitted, denies each and every allegation stated therein. 

120. Answering paragraph 120 (including the subparagraphs), the City denies each and 

every allegation stated therein. 

121. Answering paragraph 121, the City denies each and every allegation stated therein. 

122. Answering paragraph 122, the City lacks sufficient information or knowledge to 

answer the allegations stated therein, and on that basis denies each and every allegation stated 

therein. 

123. Answering paragraph 123, the City denies each and every allegation stated therein. 

124. Answering paragraph 124, the City denies each and every allegation stated therein. 

CLAIMS FOR RELIEF 

FIRST CLAIM 

Unconstitutionality Under the Commerce Clause 

125. The City hereby reincorporates each and every answer contained in paragraphs 1 

through 124, above, as though fully set forth herein. 

126. Answering the first sentence of paragraph 126, the allegations stated therein seek 

to characterize the contents of public records, which speak for themselves. Answering the last 

sentence of paragraph 126 and any allegation of fact in the first sentence of paragraph 126, the 

City lacks sufficient information or knowledge to answer the allegations stated therein, and on 

that basis denies each and every allegation stated therein. Answering second sentence of 

paragraph 126, the City admits the allegations stated therein. Answering any remaining 

allegations of fact in paragraph 126, and except as expressly admitted, the City denies each and 

every allegation stated therein. 

127. Answering paragraph 127, the City lacks sufficient information or knowledge to 

answer the allegations stated therein, and on that basis denies each and every allegation stated 

therein. 

128. Answering paragraph 128, the City lacks sufficient information or knowledge to 

answer the allegations stated therein, and on that basis denies each and every allegation stated 
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OAK #4840-9470-8043 v1 - 21 - ANSWER TO FIRST AMENDED COMPLAINT 

CASE NO. 16-CV-7014-VC 

therein. 

129. Answering paragraph 129, the City denies each and every allegation stated therein. 

130. Answering paragraph 130, the City denies each and every allegation stated therein. 

131. Answering paragraph 131, the City denies each and every allegation stated therein. 

132. Answering paragraph 132, the City denies each and every allegation stated therein. 

133. Answering paragraph 133, the City denies each and every allegation stated therein. 

134. Answering paragraph 134, the allegations stated therein seek to characterize 

Plaintiff's case, to which no response is required. To the extent the foregoing does not answer 

any allegation of fact in paragraph 134, the City denies each and every allegation stated therein. 

SECOND CLAIM 

Preemption Under the ICCTA, the Hazardous Materials Transportation Act, and the 

Shipping Act of 1984 

135. The City hereby reincorporates each and every answer contained in paragraphs 1 

through 124, above, as though fully set forth herein. 

136. Answering paragraph 136, the City denies each and every allegation stated therein. 

137. Answering paragraph 137, the City denies each and every allegation stated therein. 

138. Answering paragraph 138, the City denies each and every allegation stated therein. 

139. Answering paragraph 139, the allegations stated therein are legal contentions and 

conclusions of law to which no response is required. To the extent the foregoing does not answer 

any allegation of fact in paragraph 139, the City denies each and every allegation stated therein. 

140. Answering paragraph 140, that the allegations stated therein are conclusions of law 

to which no response is required. To the extent the foregoing does not answer any allegation of 

fact in paragraph 140, the City denies each and every allegation stated therein. 

141. Answering paragraph 141, the City denies each and every allegation stated therein. 

142. Answering paragraph 142, the City denies each and every allegation stated therein. 

143. Answering paragraph 143, the City denies each and every allegation stated therein. 

144. Answering paragraph 144, the allegations stated therein are conclusions of law to 

which no response is required. To the extent the foregoing does not answer any allegation of fact 
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OAK #4840-9470-8043 v1 - 22 - ANSWER TO FIRST AMENDED COMPLAINT 

CASE NO. 16-CV-7014-VC 

in paragraph 144, the City denies each and every allegation stated therein. 

145. Answering paragraph 145, the allegations stated therein are legal contentions and 

conclusions of law to which no response is required. To the extent the foregoing does not answer 

any allegation of fact in paragraph 145, the City denies each and every allegation stated therein. 

146. Answering paragraph 146, the allegations stated therein are conclusions of law to 

which no response is required. To the extent the foregoing does not answer any allegation of fact 

in paragraph 146, the City denies each and every allegation stated therein. 

147. Answering paragraph 147, the allegations stated therein are conclusions of law to 

which no response is required. To the extent the foregoing does not answer any allegation of fact 

in paragraph 147, the City denies each and every allegation stated therein. 

148. Answering paragraph 148, the allegations stated therein are conclusions of law to 

which no response is required. To the extent the foregoing does not answer any allegation of fact 

in paragraph 148, the City denies each and every allegation stated therein. 

149. Answering paragraph 149, the allegations stated therein are conclusions of law to 

which no response is required. To the extent the foregoing does not answer any allegation of fact 

in paragraph 149, the City denies each and every allegation stated therein. 

150. Answering the first sentence of paragraph 150, insofar as the allegations therein 

contain characterizations of the Ordinance or Resolution, the allegations stated therein are legal 

contentions and legal conclusions for which no response is required, and seek to characterize the 

contents of public records, which speak for themselves. Answering the remaining allegations of 

paragraph 150, the City denies each and every allegation stated therein. 

151. Answering the first sentence of paragraph 151, insofar as the allegations therein 

contain characterizations of the Ordinance or Resolution, the allegations stated therein are legal 

contentions and legal conclusions, for which no response is required, and seek to characterize the 

contents of public records, which speak for themselves. To the extent the foregoing does not 

answer any allegation of fact in paragraph 151, the City denies each and every allegation stated 

therein. 

152. Answering paragraph 152, the City denies each and every allegation stated therein. 
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OAK #4840-9470-8043 v1 - 23 - ANSWER TO FIRST AMENDED COMPLAINT 

CASE NO. 16-CV-7014-VC 

153. Answering paragraph 153, the allegations stated therein are legal contentions and 

conclusions of law to which no response is required. To the extent the foregoing does not answer 

any allegation of fact in paragraph 153, the City denies each and every allegation stated therein. 

154. Answering the first sentence of paragraph 154, the City lacks sufficient 

information or knowledge to answer the allegations stated therein, and on that basis denies each 

and every allegation stated therein. Answering the remaining allegations of paragraph 154, the 

City denies each and every allegation stated therein. 

155. Answering paragraph 155, the allegations stated therein are legal contentions and 

conclusions of law to which no response is required. To the extent the foregoing does not answer 

any allegation of fact in paragraph 155, the City denies each and every allegation stated therein. 

156. Answering paragraph 156, the City denies each and every allegation stated therein. 

157. Answering paragraph 157, the City lacks sufficient information or knowledge to 

answer the allegations stated therein, and on that basis denies each and every allegation stated 

therein. 

158. Answering paragraph 158, the City denies each and every allegation stated therein. 

159. Answering paragraph 159, the City denies each and every allegation stated therein. 

160. Answering paragraph 160, the allegations stated therein seek to characterize 

Plaintiff's case, to which no response is required. To the extent the foregoing does not answer 

any allegation of fact in paragraph 160, the City lacks sufficient information or knowledge to 

answer the allegations stated therein, and on that basis denies each and every allegation stated 

therein. 

THIRD CLAIM 

Breach of Contract 

161. The City hereby reincorporates each and every answer contained in paragraphs 1 

through 124, above, as though fully set forth herein. 

162. Answering paragraph 162, the allegations stated therein are legal contentions and 

conclusions of law to which no response is required. To the extent the foregoing does not answer 

any allegation of fact in paragraph 162, the City denies each and every allegation stated therein. 
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OAK #4840-9470-8043 v1 - 24 - ANSWER TO FIRST AMENDED COMPLAINT 

CASE NO. 16-CV-7014-VC 

163. Answering paragraph 163, the City denies each and every allegation stated therein. 

164. Answering paragraph 164, the City denies each and every allegation stated therein. 

165. Answering paragraph 165, the City denies each and every allegation stated therein. 

166. Answering paragraph 166, the City denies each and every allegation stated therein. 

167. Answering paragraph 167, the City denies each and every allegation stated therein. 

PLAINTIFF’S PRAYER FOR RELIEF 

168. The remainder of Plaintiff's Complaint consists of the prayer for relief, to which no 

response is required. To the extent a response may be deemed required, the City denies that 

Plaintiff is entitled to the relief requested in Paragraphs A through D, or to any relief of any kind. 

GENERAL DENIAL 

169. The City denies each and every allegation of Plaintiff's Complaint not expressly 

admitted or qualified herein. 

AFFIRMATIVE DEFENSES 

FIRST AFFIRMATIVE DEFENSE 

(Lack of Standing) 

170. Plaintiff lacks Article III standing to bring this lawsuit. Plaintiff also lacks 

standing to pursue some or all of its claims under the Interstate Commerce Commission 

Termination Act, 49 U.S.C. §§ 10101–16101; the Hazardous Materials Transportation Act, 49 

U.S.C. §§ 5101–5127; and the Shipping Act of 1984, 46 U.S.C. §§ 40101–41309. 

SECOND AFFIRMATIVE DEFENSE 

(Statute of Limitations) 

171. Plaintiff has failed to meet the applicable statute of limitations to pursue some or 

all of its claims under California Government Code section 65009(c)(1). 

THIRD AFFIRMATIVE DEFENSE 

(Failure to State a Claim) 

172. The Complaint fails to allege a claim for which relief may be granted. 
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OAK #4840-9470-8043 v1 - 25 - ANSWER TO FIRST AMENDED COMPLAINT 

CASE NO. 16-CV-7014-VC 

FOURTH AFFIRMATIVE DEFENSE 

(City Excused from Performing) 

173. The City’s performance of its obligations under the Development Agreement have 

been excused, in whole or in part, by the acts and/or omissions of Plaintiff and/or third parties. 

FIFTH AFFIRMATIVE DEFENSE 

(Plaintiff’s Failure to Perform) 

174. The City of Oakland's performance of its obligations under the Development 

Agreement was conditioned, in whole or in part, upon the satisfactory performance of Plaintiff’s 

obligations under the Development Agreement, which Plaintiff failed to perform. 

SIXTH AFFIRMATIVE DEFENSE 

(Exhaustion of Administrative Remedies)

175. Plaintiff's Complaint contains no allegations that establish that plaintiff has 

exhausted the administrative remedies provided by California law for persons aggrieved or 

claiming to be aggrieved by administrative action. Accordingly, this action is barred. 

SEVENTH AFFIRMATIVE DEFENSE

(Unclean Hands) 

176. As a result of the acts and omissions in the matter relevant to the Complaint, 

Plaintiff has unclean hands and is therefore barred from asserting any claims against the City. 

EIGHTH AFFIRMATIVE DEFENSE 

(Waiver) 

177. Any breach of the Development Agreement is barred, in whole or in part, by 

Plaintiff's conduct, representations, omissions, or acceptance, and Plaintiff has waived, 

relinquished, and/or abandoned any claim for relief against the City. 

NINTH AFFIRMATIVE DEFENSE 

(Frustration of Purpose) 

178. As a result of Plaintiff's conduct, and through no fault of the City, the purposes 

recognized by both Plaintiff and the City as the basis for the Development Agreement have been 

fundamentally frustrated and defeated. Accordingly, Plaintiff's claim is without merit. 
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OAK #4840-9470-8043 v1 - 26 - ANSWER TO FIRST AMENDED COMPLAINT 

CASE NO. 16-CV-7014-VC 

TENTH AFFIRMATIVE DEFENSE 

(Prevention of Performance) 

179. Plaintiff breached the Development Agreement with the City by failing timely, 

fully, and adequately to perform the terms and conditions therein, thereby preventing the City's 

performance and discharging any obligation on the part of the City. 

ELEVENTH AFFIRMATIVE DEFENSE 

(Condition Precedent) 

180. Plaintiff failed to satisfy all conditions contained in the Development Agreement 

precedent to the commencement of litigation, including in Article VIII thereof. . 

PRAYER 

WHEREFORE, the City of Oakland prays for relief as follows: 

A. That Plaintiff take nothing by its complaint in this action; 

B. That the Court deny Plaintiff's prayer for relief; 

C. That judgment be entered on all claims for Defendant City of Oakland; 

D. That the Court award the City any and all other relief to which it is justly entitled. 

DEMAND FOR JURY TRIAL

Pursuant to Rule 38 of the Federal Rules of Civil Procedure, the City hereby demands a 

jury on all issues triable by a jury. 

Dated: June 27, 2017 BURKE, WILLIAMS & SORENSEN, LLP

By: /s/ Kevin D. Siegel 

Kevin D. Siegel 

Gregory R. Aker 

Christopher M. Long 

Attorneys for Defendant 

CITY OF OAKLAND