                                                                         FILED
                              FOR PUBLICATION                             SEP 03 2015

                                                                      MOLLY C. DWYER, CLERK
                    UNITED STATES COURT OF APPEALS                      U.S. COURT OF APPEALS



                            FOR THE NINTH CIRCUIT


RANCHO DE CALISTOGA, a California              No. 12-17749
General Partnership,
                                               D.C. No. 3:11-cv-05015-JSW
              Petitioner - Appellant,

  v.                                           OPINION

CITY OF CALISTOGA; W. SCOTT
SNOWDEN, Hearing Officer, The City of
Calistoga,

              Respondents - Appellees.


                   Appeal from the United States District Court
                      for the Northern District of California
                    Jeffrey S. White, District Judge, Presiding

                     Argued and Submitted February 13, 2015
                            San Francisco, California

Before: McKEOWN, W. FLETCHER, and CLIFTON, Circuit Judges.

                  Opinion by Judge McKEOWN, Circuit Judge:

       Fifth Amendment takings challenges to mobile home rent control laws are

ubiquitous in this and other circuits. Quoting Yogi Berra, we have previously



                                         1
characterized these claims as “deja vu all over again.” MHC Fin. Ltd. P’ship v.

City of San Rafael, 714 F.3d 1118, 1122 (9th Cir. 2013). Each time a court closes

one legal avenue to mobile home park owners seeking to escape rent control

regimes, the owners, undaunted, attempt to forge a new path via another novel

legal theory. This time, it is in the form of an “as-applied private takings claim” as

a claim separate and independent from the owner’s regulatory takings claim. Alas,

it is also deja vu again with respect to the result; we decline to open the door to

using this so-called “private takings claim” as an end-run around established

regulatory-takings jurisprudence. We hold that no regulatory taking occurred here

and that Rancho de Calistoga’s self-styled “private takings claim” is not a

separately cognizable claim. Similarly, we are not persuaded by the related due

process and equal protection claims. We affirm the district court’s dismissal of the

case.

                                    BACKGROUND

        Rancho de Calistoga (“the Park”) is a mobile home park located in

Calistoga, California. The Park, which encompasses 26.5 acres, was originally

developed by Hal C. Aguirre and R. C. Roberts. When the Roberts and Aguirre

partnership dissolved in the mid-1970’s, one of the parcels was transferred to




                                           2
Aguirre, who formed Rancho de Calistoga (“Rancho”), the California general

partnership that now owns and operates the Park of the same name. Rancho

describes the Park as having been developed as “an alternative form of housing for

those who desired and could afford that alternative form of housing,” and not as

“low cost or low income housing.” Zoning for the Park was approved in October

1970.

        The City of Calistoga (“the City”) had no form of mobile home rent control

until 1984, when the City adopted an ordinance that enabled mobile home park

tenants to challenge rent increases. The ordinance was amended several times, and

in 2007, the City adopted Ordinance No. 644, entitled “Mobile Home Park Rent

Stabilization.” Calistoga, Cal., Municipal Code ch. 2.22 (2007) (“Ordinance

644”). The purpose of the ordinance is to “stabilize mobile home park space rents”

to, among other things, “[p]revent exploitation of the shortage of vacant mobile

home park spaces,” “[p]revent excessive and unreasonable . . . rent increases,” and

“[r]ectify the disparity of bargaining power” between park owners and mobile

home owners. Id. § 2.22.010.D.

        The City based the ordinance in part on the findings that: (1) “[r]esidents of

mobile home parks, unlike apartment tenants or residents of other rental properties,




                                            3
are in a unique position in that they have made a substantial investment in a

residence for which space is rented or leased”; (2) “relocation of a mobile home

from a park space is generally accomplished at substantial cost” and comes with

risk of damaging the home; and (3) rent increases could “cause a hardship to a

substantial number” of mobile home park residents, “most of whom are elderly, on

fixed incomes, or persons of low income.” Id. § 2.22.010.B. The City also found

it “necessary to protect mobile home homeowners . . . from unreasonable rent

increases and at the same time recognize the rights of mobile home park owners to

maintain their property and to receive just and reasonable return on their

investments.” Id. § 2.22.010.B.4.

      The ordinance authorizes a yearly rent increase equal to the lesser of 100%

of the percent change in the Consumer Price Index or 6% of the base rent. Id. §

2.22.070.A. It also establishes an administrative mechanism for park owners to

seek to increase rent above this amount. Id. § 2.22.080. This process exists to

“insur[e] mobile home park owners a fair, just, and reasonable rate of return on

their parks in cases where the annual space rent increase provided by [the

ordinance] proves insufficient.” Id. § 2.22.010.D.5.




                                          4
       In September 2010, Rancho asked the City Council to establish a public

subsidy program to provide mobile home park tenants with a monthly stipend

equal to the difference between the market rate and the rent control rate, regardless

of need. The City Council did not act on the request.

       In 2010, Rancho decided to notice a rent increase from $471.39 to $625 per

month, which an economist retained by Rancho deemed to be “not excessive but . .

. slightly below market.” An administrative hearing officer, W. Scott Snowden,

conducted evidentiary hearings. In July 2011, Snowden issued a decision in which

he rejected Rancho’s request and instead allowed a rent increase to a total of

$537.59 per space per month. Snowden declined to rule on Rancho’s

constitutional claims, noting that “it would be premature to consider an ‘as-

applied’ constitutional challenge to the ordinance as such an inquiry would be best

left to the courts.”

       Following the ruling, Rancho filed a Petition for Writ of Administrative

Mandamus in the Napa County Superior Court. That same day, it filed suit in

federal court against the City of Calistoga and Snowden (collectively referred to as

“The City”), asserting claims for, among other things, violations of the Takings,

Due Process, and Equal Protection Clauses of the United States Constitution. It




                                          5
also filed with the district court a notice regarding the pendency of the state

petition. The City successfully moved to dismiss. The district court found that any

facial challenge to Ordinance 644 was time barred, that Rancho failed to state

claims for private takings, due process, and equal protection violations, and that the

regulatory takings claim was not ripe. The court granted Rancho leave to amend

its as-applied claims.

      Rancho then filed a First Amended Petition that included the same due

process and equal protection claims and a revised private takings claim. Rancho

did not challenge the court’s conclusions with respect to the facial challenges or

regulatory taking claim, but reserved “any right it may have to seek reconsideration

and/or appellate review of any” of the court’s rulings. The district court granted a

second motion to dismiss and entered judgment for the City. The court again

found that Rancho failed to state a private takings claim, and that the due process

and equal protection claims were “subsumed by the purported takings claim.”

      In the related state litigation, the California Court of Appeal affirmed the

trial court’s denial of Rancho’s petition in July 2015. Rancho de Calistoga v. City

of Calistoga, No. A138301, 2015 WL 4099027 (Cal. Ct. App. July 7, 2015).




                                           6
Rancho then appealed to the California Supreme Court, where the case remains

pending.

                                      ANALYSIS

I.    TAKINGS CLAIM

      The Takings Clause of the Fifth Amendment, made applicable to the states

through the Fourteenth Amendment, Lingle v. Chevron U.S.A. Inc., 544 U.S. 528,

536 (2005), provides that “private property [shall not] be taken for public use,

without just compensation.” U.S. Const. amend. V.

      The law on condemnations and physical takings, which the Supreme Court

has described as “as old as the Republic,” is governed by the simple rule that

“[w]hen the government physically takes possession of an interest in property for

some public purpose, it has a categorical duty to compensate the former owner.”

Tahoe-Sierra Pres. Council, Inc. v. Tahoe Reg’l Planning Agency, 535 U.S. 302,

322 (2002). Thus, in physical takings cases, the analysis inevitably focuses on the

public use and just compensation requirements.

      In contrast to a physical taking, a regulatory taking occurs where

“government regulation of private property [is] so onerous that its effect is

tantamount to a direct appropriation or ouster.” Lingle, 544 U.S. at 537.




                                          7
Regulatory takings claims, such as the one here, are “of more recent vintage.”1

Tahoe-Sierra, 535 U.S. at 322. These claims are “characterized by essentially ad

hoc, factual inquiries, designed to allow careful examination and weighing of all

the relevant circumstances” to determine whether a taking has occurred in the first

place. Id. (citations and internal quotation marks omitted). The factors to be

considered in this type of factual inquiry are laid out in Penn Central

Transportation Company v. City of New York, 438 U.S. 104, 124 (1978). Only

after it has been determined that a taking has occurred do the issues of public use

and just compensation become relevant. We therefore begin our analysis with this

first step—whether a regulatory taking has occurred—and conclude that it has not.

      A.     Regulatory Takings Analysis

      At the outset, we consider whether Rancho’s claims are ripe. The Supreme

Court has articulated “two independent prudential hurdles” that apply to federal

regulatory takings claims. Suitum v. Tahoe Regional Planning Agency, 520 U.S.

725, 733-34 (1997). First, there is a finality requirement—a claim “is not ripe until



      1
        The Supreme Court laid to rest any argument that a mobile home rent
control ordinance constitutes a physical taking in Yee v. City of Escondido, Cal.,
503 U.S. 519, 532 (1992) (holding that such a rent control ordinance “is a
regulation of petitioners’ use of their property” and not “an unwanted physical
occupation of [the] property”) (emphasis omitted).


                                          8
the government entity charged with implementing the regulations has reached a

final decision regarding the application of the regulations to the property at issue.”

Williamson Cnty. Reg’l Planning Comm’n v. Hamilton Bank of Johnson City, 473

U.S. 172, 186 (1985). The hearing examiner’s decision satisfies the requisite

finality.

       Exhaustion is the second requirement—“the owner [must have]

unsuccessfully attempted to obtain just compensation through the procedures

provided by the State for obtaining such compensation.” Id. at 195. Rancho

appropriately proceeded in state court to obtain just compensation, but lost at both

the trial and intermediate appellate stages.2 The California Court of Appeal’s

opinion includes extensive analysis, including a rejection of the takings claim

under the Penn Central factors: “We reject Rancho’s claim under the takings

clause, which, like the due process clause, protects a property owner’s right to earn

a fair return on its investment.” Rancho de Calistoga, 2015 WL 4099027, at *5.

Rancho’s petition to the California Supreme Court remains pending.




       2
       We note that this court has determined that California’s compensation
procedures are constitutionally adequate. Equity Lifestyle Props., Inc. v. Cnty. of
San Luis Obispo, 548 F.3d 1184, 1192 (9th Cir. 2008).


                                           9
      Echoing the Court’s decision in Suitum, we previously determined that the

Williamson ripeness requirements are prudential rather than jurisdictional, meaning

that they are formulated by the court rather than stemming from Article III. See

Guggenheim v. City of Goleta, 638 F.3d 1111, 1117 (9th Cir. 2010) (en banc).

Here, Rancho sufficiently “utilized” the available judicial procedures laid out in

Williamson. 473 U.S. at 197. As a consequence, “it would be a waste of the

parties’ and the courts’ resources to bounce the case through more rounds of

litigation.” Guggenheim, 638 F.3d at 1117.

      We now turn to the merits of the as-applied regulatory takings claim. In

essence, Rancho claims that even if the taking is for a public purpose, the rent

subsidy should be paid by the government if the rent is neither excessive nor the

result of monopoly power. This characterization of the claim—taken directly from

Rancho’s brief—is just another formulation of a facial attack on the ordinance. In

other words, Rancho is saying that the rent adjustment scheme is invalid on its face

if it does not accommodate these principles. Of course, the district court

foreclosed a facial challenge as time barred.

      Even if the claim were cognizable through an as-applied attack, it fails. The

Supreme Court “has consistently affirmed that States have broad power to regulate




                                          10
housing conditions in general and the landlord-tenant relationship in particular

without paying compensation for all economic injuries that such regulation

entails.” Yee v. City of Escondido, 503 U.S. 519, 528-29 (1992) (internal quotation

mark omitted). “However, under Penn Central . . . a regulatory taking may

occur—and just compensation is required—when ‘regulatory actions [occur] that

are functionally equivalent to the classic taking in which government directly

appropriates private property or ousts the owner’ with the inquiry ‘focus[ing]

directly upon the severity of the burden that government imposes upon private

property rights.’” MHC, 714 F.3d at 1127 (quoting Lingle, 544 U.S. at 539)

(alteration in original).

       Penn Central “identif[ies] several factors, not a set formula,” to determine

whether this functional equivalence exists. Guggenheim, 638 F.3d at 1120. Chief

among the factors to be considered are “[t]he economic impact of the regulation on

the claimant and, particularly, the extent to which the regulation has interfered with

distinct investment-backed expectations” and “the character of the governmental

action—for instance whether it amounts to a physical invasion or instead merely

affects property interests through some public program adjusting the benefits and

burdens of economic life to promote the common good.” Lingle, 544 U.S. at




                                          11
538-39 (citing Penn Cent., 438 U.S. at 124) (internal quotation marks omitted)

(alteration in original). Applied here, these factors counsel in favor of the City.

      The economic impact factor favors the City because Supreme Court cases

“have long established that mere diminution in the value of property, however

serious, is insufficient to demonstrate a taking.” Concrete Pipe & Products of

California, Inc. v. Constr. Laborers Pension Trust for S. California, 508 U.S. 602,

645 (1993) (citing Village of Euclid v. Ambler Realty Co., 272 U.S. 365, 384

(1926) (approximately 75% diminution in value); Hadacheck v. Sebastian, 239

U.S. 394, 405 (1915) (92.5% diminution)); see also MHC, 714 F.3d at 1127-28

(81% diminution). Rancho claims diminution in market value (from $16,580,000

to $11,850,000 under rent control, or 28.53%), as well as lost income. This

economic impact is an inevitable consequence of the rent-control scheme but not

an unconstitutional one.

      We pay particular attention to Rancho’s distinct investment-backed

expectations. This principle “implies reasonable probability, like expecting rent to

be paid, not starry eyed hope of winning the jackpot.” Guggenheim, 638 F.3d at

1120. Because Rancho cannot reasonably expect that its property will be




                                          12
continually unencumbered by government regulation, this factor also favors the

City.

        Rancho argues that because, unlike in Guggenheim, 638 F.3d at 1120-21,

and MHC, 714 F.3d at 1128, it has owned the Park since before the City imposed a

rent control ordinance, it had an investment-backed expectation to be free from

rent control. This temporal difference does not give Rancho a valid investment-

backed expectation of owning a mobile home park unencumbered by government

regulation. Simply put, when buying a piece of property, one cannot reasonably

expect that property to be free of government regulation such as zoning, tax

assessments, or, as here, rent control. Rancho’s argument is tantamount to saying

that a homeowner can reasonably expect that the tax assessment or rate of taxation

on her home will not increase from the time of purchase. Just as “[t]hose who do

business in [a] regulated field cannot object if the legislative scheme is buttressed

by subsequent amendments to achieve the legislative end,” those who buy into a

regulated field such as the mobile home park industry cannot object when

regulation is later imposed. Concrete Pipe, 508 U.S. at 645 (alteration in original).

Like the California Court of Appeal, “[w]e decline to hold that a landlord whose

building or park existed before the enactment of rent control necessarily suffers a




                                          13
taking when rent control is implemented.” Rancho de Calistoga, 2015 WL

4099027, at *5.

      Rancho’s argument that it has an investment-backed expectation to earn a

“fair return” fares no better. In fact, this argument proves the City’s point.

Ordinance 644 authorizes a specified yearly rent increase and establishes an

administrative mechanism for park owners to seek to increase rent above this

amount. Ordinance 644 §§ 2.22.070.A, 2.22.080. Under the ordinance, “[a] park

owner may seek an adjustment to the initial base rent” so that the owner is assured

of “receiving a fair and reasonable return.” Id. § 2.22.040.B. Rancho did just that

and obtained a $50 upward adjustment in 1995. Rancho de Calistoga, 2015 WL

4099027, at *5. Then, the Ordinance provides for automatic annual increases that

Rancho in fact received. Id. § 2.22.070. And, finally, the ordinance permits the

owner to propose an additional rent increase, as Rancho did here. Id. § 2.22.080.

      We assume for purposes of Rancho’s argument that its proposed rent

increase is neither excessive (in some undefined sense) nor monopolistic.

Significantly, as the California Court of Appeal observed, “Rancho’s true quarrel

appears to be with the whole idea of rent control, not with how [the] City




                                          14
administered its duly enacted rent control ordinance in this case.” Rancho de

Calistoga, 2015 WL 4099027, at *5.

      The City has designed a system aimed at giving park owners a fair return

while still furthering the goals of rent control. Rancho may disagree with the

specific rent prices authorized by the ordinance, but this disagreement does not

give rise to a constitutional taking nor is a mobile home park owner entitled to

unilaterally impose its own formulation of “excessive” or “monopolistic” as the

standard necessary for a taking.

      We last address the character of the governmental action. We have

consistently given our imprimatur to the underlying public purpose of mobile home

rent control ordinances and have characterized them as “much more an

‘adjust[ment of] the benefits and burdens of economic life to promote the common

good’ than . . . a physical invasion of property.” MHC, 714 F.3d at 1128 (quoting

Penn Cent., 438 U.S. at 124) (alteration in original). The same holds true of

Ordinance 644 and its application to Rancho. Accordingly, there has been no

regulatory taking.

      B.     Self-Styled “Private Takings Claim”




                                         15
      Perhaps seeing the writing on the wall with respect to its regulatory takings

claim, Rancho devotes the majority of its briefing to what it presents as a separate

“private takings claim,” arguing that the application of Ordinance 644 to rent

increases constitutes an unconstitutional private taking because any purported

“public use” is pretextual. Two years ago, in MHC, we noted that we were “aware

of no court that has ever recognized a regulatory private taking,” but because we

concluded that the claim failed on the merits, we “assume[d] without deciding that

such a claim is possible.” 714 F.3d at 1129 n.5. Today we pick up where MHC

left off, holding that under the circumstances here, Rancho’s so-called “private

takings claim” cannot serve as an independent means to challenge an alleged

regulatory taking. Rather, such a public-use challenge must function as part of the

larger regulatory takings claim. As explained below, viewed in this context,

Rancho’s claim fails for multiple reasons.

      Putting the “private as-applied takings” moniker on Rancho’s claim is both

confusing and misleading. A short history of the terminology is in order. True

private takings—those effected by non-governmental actors—such as the power

granted to the railroads to take private lands to expand the rails “have a long and

distinguished pedigree in our legal system.” Abraham Bell, Private Takings, 76 U.




                                          16
CHI. L. REV. 517, 585 (2009). Another variation, as Bell notes, is the

“government-mediated private taking[]” in which the government “simply acts as a

middleman who transfers the property from one set of private hands to another.”

Id. at 520. And finally, when used as the basis of a takings claim such as

Rancho’s, “the term ‘private takings’ more narrowly refer[s] to public takings

motivated by a ‘private purpose.’” Id. at 519 n.6.

      This third approach, as Rancho is attempting to use it here, is simply a

renaming of the regulatory takings claim, which seeks to determine whether a

property regulation is “functionally equivalent to the classic taking in which

government directly appropriates private property or ousts the owner from his

domain.” Lingle, 544 U.S. at 539. Of course, the Constitution requires that the

government’s taking must be for a public use.

      Tellingly, in making its private takings argument, Rancho relies

predominantly on condemnation cases, running afoul of the Supreme Court’s

teaching that the “longstanding distinction between acquisitions of property for

public use, on the one hand, and regulations prohibiting private uses, on the other,

makes it inappropriate to treat cases involving physical takings as controlling

precedents for the evaluation of a claim that there has been a ‘regulatory taking,’




                                          17
and vice versa.” Tahoe-Sierra, 535 U.S. at 323 (footnote omitted). Accordingly,

as a general matter, “we do not apply our precedent from the physical takings

context to regulatory takings claims.” Id. at 323-24.

      Yet Rancho’s private takings argument is rooted in the Supreme Court’s

statement in the condemnation case Kelo that the state may not “take property

under the mere pretext of a public purpose, when its actual purpose [is] to bestow a

private benefit.” Kelo v. City of New London, 545 U.S. 469, 478 (2005). The crux

of Rancho’s argument is that because none of the purposes enumerated in

Ordinance 644 apply here, its application is pretextual. According to Rancho, the

real purpose behind the application of Ordinance 644 here is to “provide each and

every one of the 184 tenants with a significant monthly subsidy, whether they need

it or not.” This “subsidy,” Rancho argues, violates the principle “that the sovereign

may not take the property of A for the sole purpose of transferring it to another

private party B.” Kelo, 545 U.S. at 477. This argument fails because it is simply a

reframing of a facial challenge to the ordinance through an attack on the stated

purposes of the rent-control scheme. Other related arguments fail for the same

reason. As noted before, the district court dismissed the facial challenge as time

barred and Rancho did not appeal this issue. Rancho cannot resuscitate this claim




                                          18
by re-labeling it and claiming to challenge “the real purpose” of the ordinance

through an “as-applied” attack on the validity of the ordinance.

       Rancho offers up a number of additional arguments. To the extent those

arguments seek to challenge the public purpose of the ordinance as applied, they

merge the cart and the horse. Because we determined that there has been no taking

in the first place, it is unnecessary to address whether the public use requirement is

met.

       Rancho raises two final, though unrelated, points. In 2010 Rancho proposed

legislation to the City Council requiring the City to provide rent subsidies to

mobile home park tenants “without regard to need, equal to the difference between

the rent control rate and the fair market rate.” The rent control administrator

apparently said the proposal was “unreasonable.” This statement, however, proves

nothing. As Rancho acknowledges, it had no right to have the proposal adopted;

indeed, no claim is made that the Council acted improperly. Rancho’s theory that

the reaction of the administrator is evidence of “as-applied” pretext is pure

speculation and is not tethered to the City’s enforcement of the actual ordinance.

       Finally, Rancho claims that the rent subsidy violates the California

Constitution’s prohibition against gifts of public funds, while at the same time




                                          19
admitting that the City has not made an illegal gift. Cal. Const. art. XVI, § 6 (“The

Legislature shall have no power . . . to make any gift or authorize the making of

any gift, of any public money or thing of value to any individual . . . .”). This

concession is not surprising as the City has not made a transfer or gift of any

“public money” to any mobile home park tenant, nor can it be said that the

ordinance amounts to an indirect gift as urged by Rancho.

      In sum, Rancho’s self-styled “private takings claim” cannot serve as a means

to evade Penn Central scrutiny. And in any event, as articulated here, such claim

fails because it is a thinly veiled facial challenge, which is both time barred and

lacks merit.

      II.      DUE PROCESS AND EQUAL PROTECTION CLAIMS

      Rancho’s due process and equal protection claims rest on the same

grounds—that Snowden’s rejection of its application was arbitrary.

      Here, Rancho’s theory of its due process claim—that “it is not possible to

exploit a tenant unless and until the rent is above market”—relates to conduct

squarely covered by the Takings Clause. Such an overlapping theory dooms the

substantive due process claim. See Colony Cove Properties, LLC v. City Of

Carson, 640 F.3d 948, 960 (9th Cir. 2011) (holding that a due process claim was




                                          20
“subsumed by the Takings Clause” where a plaintiff sought a rental rate increase

that would give it a fair return on its investment). Although Lingle left open the

possibility of an independent claim where “a [property] regulation that fails to

serve any legitimate governmental objective may be so arbitrary or irrational that it

runs afoul of the Due Process Clause,” 544 U.S. at 542, we later clarified that “the

Fifth Amendment . . . preclude[s] a due process challenge . . . if the alleged

conduct is actually covered by the Takings Clause.” Crown Point Dev., Inc. v. City

of Sun Valley, 506 F.3d 851, 855 (9th Cir. 2007). Here, the alleged conduct is

covered by the Takings Clause.

      We evaluate Rancho’s “equal protection challenge . . . under rational basis

review because mobile [] home park owners are not a suspect class.” Equity

Lifestyle Properties, Inc. v. Cnty. of San Luis Obispo, 548 F.3d 1184, 1195 (9th

Cir. 2008). Accordingly, “[u]nder rational-basis review, where a group possesses

distinguishing characteristics relevant to interests the State has the authority to

implement, a State’s decision to act on the basis of those differences does not give

rise to a constitutional violation.” Id.

      Here, as in Equity Lifestyle, the ordinance articulates just such distinguishing

characteristics, including the potential hardship posed by rent increases and the fact




                                           21
that mobile home park residents “are in a unique position in that they have made a

substantial investment in a residence for which space is rented or leased” and the

associated relocation costs. See Ordinance 644 § 2.22.010.B; Guggenheim, 638

F.3d at 1123 (noting that this court is “bound by precedent establishing that such

laws do have a rational basis”). Rancho offers no legitimate claim that Snowden’s

decision was politically motivated or otherwise arbitrary. We therefore affirm the

district court’s dismissal of Rancho’s due process and equal protection claims.

                                   CONCLUSION

      We affirm the district court’s dismissal of Rancho’s claims, albeit on slightly

different grounds.

      AFFIRMED.




                                         22
                              COUNSEL LISTING

Anthony C. Rodriguez (argued), Law Office of Anthony C. Rodriguez, Oakland,
California, for Petitioner-Appellant.

Amy E. Hoyt (argued), Burke, Williams & Sorenson, Oakland, California;
Michelle Marchetta Kenyon, City Attorney, Calistoga, California, for
Respondents-Appellees.

Michael John von Loewenfeldt, Kerr & Wagstaffe LLP, San Francisco, California,
for Amicus Curiae League of California Cities.

R. S. Radford, Pacific Legal Foundation, Sacramento, California, for Amicus
Curiae Pacific Legal Foundation.

Robert H. Thomas and Bethany C.K. Ace, Damon Key Leong Kupchak Hastert,
Honolulu, Hawaii, for Amicus Curiae Western Manufactured Housing
Communities Association.




                                       23
