HomeMy WebLinkAboutItem 5e. Request for Qualifications (RFQ) for 2024-2029 On-call Legal Services Item 5e
Department: Attorney
Cost Center: 1501
For Agenda of: 1/9/2024
Placement: Consent
Estimated Time: N/A
FROM: Christine Dietrick, City Attorney
Prepared By: Kelly White, Senior Legal Analyst
SUBJECT: REQUEST FOR QUALIFICATIONS FOR 2024-2029 ON-CALL LEGAL
SERVICES
RECOMMENDATION
1. Approve the Request for Qualifications for On-call Legal Services; and
2. Authorize the City Attorney to create a 20 24-2029 On-Call List from the
qualifications received and deemed to be responsive; and
3. Authorize the City Attorney to execute legal services agreements, on an as-needed
basis, with the law firms and/or attorneys included in the 2024-2029 On-call List
during the five-year period April 1, 2024 – March 31, 2029.
POLICY CONTEXT
Often, the City Attorney determines, on short notice, that outside legal counsel is needed
to defend the City or advise on an urgent matter. In these instances, there is no time to
do a formal request for proposals and, furthermore, whether a formal request for
proposals would be necessary is not always readily apparent at the outset of a new
matter. Generally, under the City’s Financial Management Manual, the City should issue
a formal request for proposals for Professional Services if the expenditure is expected to
exceed $39,999. With legal services, what begins as a small issue, advising on a discrete
matter and contemplated to be completed well within a budget of $39,999 or less, may
become a larger issue, requiring a much larger budget, if litigation arises out of that
matter.
San Luis Obispo Municipal Code Section 3.24.070(C) provides that contracts involving
the acquisition of professional or specialized services such as attorney services are not
required to be competitively bid but rather such services can be selected from an
approved list of on-call consultants that is established by a formal request for
qualifications (RFQ) process. The Council shall approve the RFQ, and as noted above,
the purchasing authority is authorized to execute agreements with select ed consultants.
To have the benefit of taking time to investigate the qualifications of attorneys and law
firms in various areas of legal practice and also be able to contract quickly when a matter
arises, the City Attorney’s Office has maintained, for the last ten years, an on -call list of
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Item 5e
outside legal counsel. This list is updated every five years by the issuance of a RFQ, and
the current list is set to expire March 31, 2024.
DISCUSSION
Background
Over the five-year life of the current on-call list, the City Attorney’s Office has used the
firms and attorneys (“Consultants”) from it more than 20 times; procuring quality legal
services for the City in an efficient and expedited manner. During the RFQ process used
to create the current on-call list, over 25 responses were received and reviewed. The
Consultants that submitted their qualifications had expertise in over 18 practice areas.
Typically, the City retains outside counsel in three different situations: 1) in matters that
require specialized expertise; 2) in matters that present conflict of interest issues; and 3)
in matters that exceed the workload capacity of the City Attorney’s Office, including
significant litigation matters not covered by the City’s joint powers insurance authority.
On-call List for 2024-2029
At this time, the City Attorney requests that a new RFQ (Attachment A) be issued in order
to continue, for the next five years, the practice of maintaining an on-call list that can be
used to quickly identify and engage needed legal services. As is current practice, the
oversight of the Consultants engaged will be handled by the City Attorney’s Office. The
Consultants will operate under the conditions of the agreement template included in the
RFQ. Individual matters will be scoped by the City Attorney, the Consultant selected for
the contract, and staff in the City department most involved with the engagement. Specific
cases or matters will be assigned either through a subsequent City Manager award, if the
anticipated cost exceeds the City Attorney’s department head authority but is less than
$150,000, or by Council, if the anticipated cost exceeds $150,000.
Previous Council or Advisory Body Action
The City Council has twice before issued RFQs for on-call legal services. First in 2013
then again in 2018.
July 2, 2013, C7 RFQ for Legal Services
October 2, 2018, Item 7 RFQ for Legal Services
Public Engagement
This item is on the agenda for the January 9, 2024, City Council meeting, during which
the public may comment, and has been posted in accordance with applicable Brown Act
requirements. If approved by City Council, the RFQ (Attachment A) will be posted in
BidSync.
CONCURRENCE
The Finance Department concurs with the issuance of the RFQ and assisted with its
development.
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Item 5e
ENVIRONMENTAL REVIEW
The California Environmental Quality Act does not apply to the recommended action in
this report, because the action does not constitute a “Project” under CEQA Guidelines
Sec. 15378.
FISCAL IMPACT
Budgeted: N/A Budget Year: N/A
Funding Identified: N/A
Fiscal Analysis:
Funding
Sources
Total Budget
Available
Current
Funding
Request
Remaining
Balance
Annual
Ongoing
Cost
General Fund $ $ $ $
State
Federal
Fees
Other:
Total $ $0 $ $0
The RFQ, in and of itself, does not obligate any funds or commit the City to utilize any of
the Consultants added to the on-call list. Fiscal impact for scope of representation,
including identifying the funds that will pay for the legal services, will be discussed at the
time the City Attorney’s Office engages a Consultant for a particulate matter, depending
upon the anticipated cost of services and consistent with the City’s purchasing policies
and rules.
ALTERNATIVES
Do not approve the RFQ release. The City Council could decline issuing the RFQ,
which would mean, that once the current on-call list expires, the City Attorney’s Office
would need to return to request Council authorization to issue a Request for Proposal
(RFP) for each specific case or matter if time allows or solicit qualified counsel and
request Council authorization for retention on a case-by-case basis, for matters
exceeding $39,999. For matters with an anticipated cost of $10,000 to $39,999, the City
Attorney’s Office would seek three informal bids, as outlined in the Financial Management
Manual. A benefit of issuing the RFQ is that the City may become aware of a broader
spectrum of Consultants providing certain services, thereby increasing the City’s choices,
and maximizing the potential to obtain the highest quality and most cost -effective
representation.
ATTACHMENTS
A - Draft RFQ Package – 2024-2029 On-call List for Legal Services
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The City of San Luis Obispo is committed to including disabled persons in all of our services, programs and activities.
Telecommunications Device for the Deaf (805) 781-7410.
Notice Requesting Qualifications for Legal Services
On-Call Outside Counsel 2024-2029
The City of San Luis Obispo (“City”) is requesting proposals for outside counsel legal
services in a variety of practice areas pursuant to the specifications of this Request for
Qualifications (RFQ).
All firms interested in receiving further correspondence regarding this RF Q will be
required to complete a free registration using BidSync (https://www.bidsync.com/bidsync-
cas/).
Proposals responsive to this RFQ will be reviewed by staff in the City Attorney’s Office as
they are received and must be completely uploaded on BidSync at or before February 15,
2024, 5:00 p.m. Pacific Standard Time. Proposals received after said time will not be
considered.
Proposals shall be submitted using the forms provided in this RFQ package. Proposals
submitted in any manner not specified above will not be accepted.
RFQ packages and additional information may be obtained at the City’s BidSync website
at www.BidSync.com. Please contact Kelly White, Sr. Legal Analyst, at
kwhite@slocity.org for any questions about the content of the RFQ.
For technical help with BidSync please contact BidSync tech support at 800 -990-9339.
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TABLE OF CONTENTS
SECTION A: INTRODUCTION ................................................................................................. 3
SECTION B: SCOPE OF REQUEST ...................................................................................... 3
SECTION C: CARRYOVER FROM CURRENT ON-CALL LIST ......................................... 4
SECTION D: GENERAL TERMS AND CONDITIONS .......................................................... 6
SECTION E: SPECIAL TERMS AND CONDITIONS ............................................................ 8
SECTION F: PROPOSAL REQUIREMENTS ...................................................................... 10
SECTION G: INSURANCE REQUIREMENTS ..................................................................... 12
SECTION H: PROPOSAL SUBMITTAL FORMS ................................................................ 14
SECTION I: FORM OF AGREEMENT ................................................................................. 19
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SECTION A: INTRODUCTION
The City Attorney’s Office (“CAO”) is responsible for providing all legal services for the City
of San Luis Obispo (“City”), its City Council and its advisory bodies. In addition, the City
Attorney serves as the City Prosecutor. The full-time, regular staff in the CAO are the City
Attorney, Assistant City Attorney, and Deputy City Attorney, Senior Legal Analyst, Paralegal,
and Legal Assistant. There is also an additional part-time, supplemental attorney and full-
time support staff member assigned to the CAO. The City retains outside counsel in three
different situations: 1) in matters that require specialized expertise, 2) in matters that present
a conflict of interest for CAO staff, and 3) when a matter exceeds the workload capacity of
the CAO.
SECTION B: SCOPE OF REQUEST
The City is requesting proposals for outside counsel legal services in a variety of
different areas of law, in order to establish a list of qualified firms and individuals for
contract work the City may need during the five-year period, April 1, 2024, – March 31,
2029.
The City requests information regarding the qualifications of attorneys or law firms interested
in providing legal services to the City, as needed, via an established list of on-call outside
counsel (“On-call List”). The City is interested in retaining a diverse group of firms and
individuals who will be placed on the On-call List to provide high-quality legal services and
who are dedicated to the mindful management of billed legal costs.
Selection of outside counsel for all matters is based on the qualifications and practice area
experience, quality of work, articulate approach to controlling costs and adhering to budgets,
and effectiveness in communicating with the City. In addition to being placed on the On-call
List, selected attorneys or firms will enter into Legal Services Agreements (“LSAs”) for each
specific matter, when a matter arises within a qualified practice area. LSAs for specific
engagements will include (1) a written scope of work, (2) a capped “not to exceed” amount,
including the circumstances under which initial payment terms may be modified; and (3) the
names of the individual attorneys in the law firm assigned to work on the matter along with
their hourly rate(s), which shall be consistent with the proposal submitted for this RFQ.
Placement on the On-call List does not guarantee that the firm or attorney will be engaged
to provide services. Outside legal services will be used on an as-needed, case by case, or
matter by matter basis. Specific assignments may include investigating, advising, or
negotiating on behalf of the City; reviewing and/or drafting d ocuments (transactional and
litigation); and representation in court, administrative hearings and alternative dispute
resolution proceedings. All work will be under the direction and supervision of the City
Attorney, except those matters in which outside counsel is retained to provide conflict
representation, in which case counsel may report directly to the City Council or other
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specified staff. Outside counsel engagements for which proposals are sought may involve
one or more of the following areas:
1. Administrative Law
2. Appellate Proceedings and writs
3. Affordable Housing & Development Law
4. Code Enforcement
5. Conflict Counsel
6. Constitutional Law
7. Criminal procedure
8. Elections Law
9. Eminent Domain and Inverse Condemnation
10. Employment Issues and Litigation – Labor and Employment, Pension and
Benefits Programs
11. Engineering, Design Professional and Public Works Contracting Issues and
Litigation
12. Environmental Issues and Litigation, Federal and State Regulatory Issues,
Endangered Species, Clear Air and Clean Water Acts
13. Financial Services, Infrastructure, Financing, Fees (Community Facility Districts,
Assessment Districts, etc.) and taxation
14. General civil litigation
15. General Municipal Services
16. Land Use issues and litigation, including California Environmental Quality Act and
wireless communications land use and regulatory issues
17. Real Property
18. Water Rights
SECTION C: CARRYOVER FROM CURRENT ON-CALL LIST
Any firm or attorney that was accepted onto the City’s current On-Call List for Outside
Counsel (in place for April 2019 – March 2024 and listed below) that would like to request
carryover into the 2024-2029 On-Call List in some or all of the practice areas for which they
are currently qualified, may utilize the Condensed Re-Proposal Form (found in Section H) in
place of completing a full proposal.
To the extent that a previously qualified firm or attorney has undergone a reorganization or
other transition that has resulted in the establishment of a new or separate firm or legal
entity, the newly created entity should submit a full proposal. Only those entities that are
still acting under the legal name by which they were accepted onto the current on-call list
qualify to use the Condensed Re-Proposal Form.
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Current On-Call List 2019 - 2024
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Appellate Proceedings and Writs X X X X X X X X X X X X X X X X X X X
Affordable Housing & Development
Law X X X X X X X X X X X
Code Enforcement X X X X X X X X
Conflict Counsel X X X X X X X X X X X X
Constitutional Law X X X X X X X X X X X X X X X X X
Criminal Procedure X X X X X X X X X
Elections Law X X X X X X X X X X X X
Eminent Domain and Inverse
Condemnation X X X X X X X X X X X X X X
Employment Issues and Litigation… X X X X X X X X X X X X X X X X X X
Engineering, Design
Professional…Contracting X X X X X X X X X X X X X X X X
Environmental Issues & Litigation… X X X X X X X X X X X X X X
Financial Services, Infrastructure,
Financing,… X X X X X X X X X
General Civil Litigation X X X X X X X X X X X X X X X X X X X X
General Municipal Services X X X X X X X X X X X X X X X X
Land Use issues and litigation,… X X X X X X X X X X X X X X X X
Real Property X X X X X X X X X X X X X X
Water Rights X X X X X X X X X X X X X
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SECTION D: GENERAL TERMS AND CONDITIONS
1. Requirement to Meet All Provisions. Each individual or firm submitting a
proposal (“Candidate”) shall meet all the terms, and conditions of the Request for
Qualifications (RFQ) package. By virtue of its submission of a proposal, the
Candidate acknowledges agreement with and acceptance of all provisions of the
RFQ specifications.
2. Proposal Submittal. Each proposal must be submitted on the form(s) provided
in the specifications and accompanied by any other required materials. Proposal
documents shall be submitted electronically via BidSync.
3. Insurance Certificate. Each proposal must include a certificate of insurance
showing:
a. The insurance carrier and its A.M. Best rating.
b. Scope of coverage and limits.
c. Deductibles and self-insured retention.
The purpose of this submittal is to generally assess the adequacy of the
Candidate’s insurance coverage during proposal evaluation; as discussed under
paragraph 12 below, endorsements are not required until contract award. The
City’s current insurance requirements are detailed in Section G and each contract
executed for work assigned under the On-call List will include the insurance
requirements in effect at the time of execution.
5. Proposal Withdrawal and Opening. A Candidate may withdraw its proposal,
without prejudice, or submit a revised proposal via BidSync prior to the time and
date specified for complete upload to BidSync in the Notice for this RFQ. No
proposal received after the time specified or at any place other than that stated in
the “Notice Requesting Qualifications for Legal Services” of this RFQ will be
considered.
6. Submittal of One Proposal Only. No individual or business entity of any kind
shall be allowed to make or file, or to be interested as the primary submitter in
more than one proposal.
7. Communications. All timely requests for information submitted in writing via
BidSync on or before the date indicated in the RFQ will receive a written response
from the City.
8. Proposal Retention and Award. The City reserves the right to retain all proposals
in accordance with its retention schedule (currently, two years from decision for all
unsuccessful proposals and five years past audit for successful ones). The City
also reserves the right to waive non-substantial irregularities in any proposal, to
reject any or all proposals, to reject or delete one part of a proposal and accept the
other, except to the extent that proposals are qualified by specific limitations. See
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the “special terms and conditions” in Section E of these specifications for proposal
evaluation and contract award criteria.
9. Competency and Responsibility of Candidate. The City reserves full discretion
to determine the competence and responsibility, professionally and/or financially,
of Candidates. Candidates will provide, in a timely manner, all information that the
City deems necessary to make such a decision.
10. Form of Agreement. Additional contract terms and conditions that Candidate will
be expected to execute and be bound by when assigned a matter from their
position on the On-Call List are listed in the Form of Agreement (Section I).
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SECTION E: SPECIAL TERMS AND CONDITIONS
1. Acceptance of Position on the On-call List. Any Candidate awarded a position
on the On-call List will be asked to execute, within ten (10) calendar days of notice
of award, a written letter of acceptance, in a form drafted by the City and routed
for electronic signature. The letter will include the accepted practice areas and be
electronically routed to the Candidate’s Authorized Representative at the e-mail
address given in its proposal. Execution of the acceptance letter will make you a
part of the On-call List (“Consultant”).
2. Term. The On-call List created from this RFQ will be active for the five-year period,
April 1, 2024, – March 31, 2029.
3. Proposal Evaluation and Selection. Proposals will be evaluated by the City
Attorney’s Office as they are received and based on the following criteria:
a. Proposal Review/ Candidate Selection to the List: The City will develop the On-
call List based upon the responses to this RFQ. Responses will be evaluated by
the City Attorney’s Office. Price will not be the controlling factor in selecting firms
for the list, but price will be a factor in making work as signments. A Candidate is
not entitled to be placed on the On-call List or entitled to be assigned work solely
on the basis of submission of a low-price quotation. The City Attorney will evaluate
the responses based on the proposal content, and any further information that may
be requested for clarification.
b. Consultant Selection and Compensation: Acceptance onto the On-Call List
does not guarantee that any case or matter, or number of cases or matters, will be
assigned to Consultant. The decision to retain outside counsel will be that of the
City on a case-by-case basis or matter-by-matter basis. Proposed fee structures
should take into account the five-year life of the On-call List, and Candidates
are encouraged to include in their proposal any fee escalator information
that will be relevant to cost evaluation over the life of the On-call List.
4. Submittal of Proposal Forms. Each Candidate shall submit completed version
of the three required forms in Section H:
a. Acknowledgement
b. References
c. Statement of Contract Disqualifications
5. Non-Exclusive Contract. During the life of the On-call List the City reserves the
right to enter into agreements for legal services with persons or firms who do not
respond to the RFQ. The City further reserves the right to waive responses to any
part of this request if, in its sole judgment, it determines that it is in the best interests
of the City to do so. The City may require any Candidate to participate in
negotiations and to submit such other information or documentation as it may
deem necessary as conditions of awarding a contract. The City reserves the right
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to vary or waive requirements for different Candidates as shall fit the City’s needs
for a particular type of engagement or area of representation.
6. Proposal Review and Award Schedule. The following is an outline of the
anticipated schedule for proposal review and On-call List creation:
a. City Council meeting for approval of RFQ 1/9/24
b. Issue RFQ 1/10/24
c. Receive proposals 1/10 – 2/15/24
d. Complete evaluation of proposals 3/1/24
e. Issue notice letters to Candidates 3/8/24
f. Deadline for execution of On-call List acceptance 3/18/24
g. Start of new On-call List 4/1/24
7. Accuracy of Specifications. The specifications for this project are believed by
the City to be accurate and to contain no affirmative misrepresentation or any
concealment of fact. In the event that any dispute arises as a result of any actual
or alleged ambiguity, Consultant shall immediately notify the City in writing, and
the Consultant shall continue to perform, irrespective of whether or not the
ambiguity is major, material, minor or trivial. Failure to provide the hereinbefore
described written notice within one (1) working day of Consultant's becoming
aware of the facts giving rise to the dispute shall constitute a waiver of the right to
assert the causative role of the ambiguity concerning the dispute.
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SECTION F: PROPOSAL REQUIREMENTS
Requested Changes to Terms and Conditions
The City desires to begin using the On-call List soon after its start date, April 1,
2024, and expects the Consultant to execute City contracts for assigned matters
using all of the terms set forth in this RFQ including the Form of Agreement,
Section I. To expedite the contracting process, each Candidate shall include in their
proposal any requested redlined changes to terms and conditions, if necessary.
Consultant’s requested changes will be considered by City staff when determining their
competency and responsibility, as well as whether to include them in the On -call List.
Proposal Length
Proposal length should be the least number of pages possible while still being a complete
response to the RFQ.
Contents of a Complete Submission
1. Full Proposal. Candidates that are new or newly structured must provide
all of the following information, in addition to any requested changes to the
terms and conditions set forth in this RFQ:
Submittal Forms (found in Section H)
a. Acknowledgement of RFQ specifications
b. References
c. Statement of Contract Disqualifications
Qualifications
d. Identify from the list of practice areas in Section B, which
areas you wish to be considered for in this RFQ process.
e. Your experience performing assignments in the proposed
practice areas.
f. If applicable, the staff to be assigned to matters in the
proposed practice areas.
g. Resumes of the individuals who would be performing
services.
h. Your experience having a co-counsel relationship with in-
house counsel.
i. Any other information that would assist us in making this
award decision.
Fee Structure
j. Provide information on the hourly rates for all staff that would
be necessary to render service in the proposed practice
areas.
k. Provide a list of expenses being proposed to be billed in
addition to legal fees, including the basis for such expenses.
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l. If rates are to be adjusted during the course of
representation, the method for such adjustment should be
described.
2. Condensed Re-proposal. Candidates requesting to be carried-over from
the current on-call list to the new On-Call List must provide all of the
following, in addition to any requested changes to the terms and conditions
set forth in this RFQ:
Submittal Forms (found in Section H)
a. Acknowledgement of RFQ specifications
b. References
c. Statement of Contract Disqualifications
d. Condensed Re-proposal Form
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SECTION G: INSURANCE REQUIREMENTS
The Consultant shall procure and maintain for the duration of the contract insurance
against claims for injuries to persons or damages to property which may arise from
or in connection with the performance of the work hereunder by the Consultant, its
agents, representatives, employees or subcontractors.
Minimum Scope of Insurance. Coverage shall be at least as broad as:
1. Insurance Services Office Commercial General Liability coverage (occurrence
form CG 0001).
2. Insurance Services Office form number CA 0001 (Ed. 1/87) covering
Automobile Liability, code 1 (any auto).
3. Workers' Compensation insurance as required by the State of California and
Employer's Liability Insurance.
Minimum Limits of Insurance. Consultant shall maintain limits no less than:
1. General Liability: $1,000,000 per occurrence for bodily injury, personal injury
and property damage. If Commercial General Liability or other form with a
general aggregate limit is used, either the general aggregate limit shall apply
separately to this project/location or the general aggregate limit shall be twice
the required occurrence limit of $2,000,000.
2. Automobile Liability: $1,000,000 per accident for bodily injury and property
damage.
3. Employer's Liability: $1,000,000 per accident for bodily injury or disease.
Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions
must be declared to and approved by the City. At the option of the City, either: the
insurer shall reduce or eliminate such deductibles or self-insured retentions as
respects the City, its officers, officials, employees and volunteers; or the Consultant
shall procure a bond guaranteeing payment of losses and related investigations,
claim administration and defense expenses.
Other Insurance Provisions. The general liability and automobile liability policies are
to contain, or be endorsed to contain, the following provisions:
1. The City, its officers, officials, employees, agents and volunteers are to be
covered as insureds as respects: liability arising out of activities performed by
or on behalf of the Consultant; products and completed operations of the
Consultant; premises owned, occupied or used by the Consultant; or
automobiles owned, leased, hired or borrowed by the Consultant. The
coverage shall contain no special limitations on the scope of protection
afforded to the City, its officers, official, employees, agents or volunteers.
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2. For any claims related to this project, the Consultant’s insurance coverage shall
be primary insurance as respects the City, its officers, officials, employees,
agents and volunteers. Any insurance or self-insurance maintained by the City,
its officers, officials, employees, agents or volunteers shall be excess of the
Consultant’s insurance and shall not contribute with it.
3. The Consultant's insurance shall apply separately to each insured against
whom claim is made or suit is brought, except with respect to the limits of the
insurer's liability.
4. Each insurance policy required by this clause shall be endorsed to state that
coverage shall not be suspended, voided, canceled by either party, reduced in
coverage or in limits except after thirty (30) days' prior written notice by
certified mail, return receipt requested, has been given to the City.
Acceptability of Insurers. Insurance is to be placed with insurers with a current
A.M. Best's rating of no less than A:VII.
Verification of Coverage. Consultant shall furnish the City with a certificate of
insurance showing maintenance of the required insurance coverage. Original
endorsements effecting general liability and automobile liability coverage required by
this clause must also be provided. The endorsements are to be signed by a person
authorized by that insurer to bind coverage on its behalf. All endorsements are to be
received and approved by the City before work commences.
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SECTION H: PROPOSAL SUBMITTAL FORMS
1. ACKNOWLEDGEMENT [Required]
The undersigned declares that she or he:
Has carefully examined the entirety of the City’s Notice Requesting
Qualifications for Legal Services On-Call Outside Counsel 2024-2029,
which is hereby made a part of this proposal.
Is thoroughly familiar with its contents.
Is authorized to represent the proposing firm.
Agrees to perform the work as set forth in this proposal.
Certificate of insurance attached; insurance company’s A.M. Best rating: _______.
Firm Name and Mailing Address
Name of Authorized Representative:
Phone:
Email address:
Signature of Authorized Representative
Date
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2. REFERENCES [Required]
Number of years engaged, under the present business name, in the provision of legal
services within the practice area(s) included in the proposal. Attach additional pages if
required.
Practice Area Years of Experience
Describe fully three recent contracts performed by your firm that demonstrate your ability
to provide legal services within the practice area(s) included in the proposal. Attach
additional pages if required. The City reserves the right to contact each of the
references listed for additional information regarding your firm's qualifications.
Reference No. 1:
Agency Name
Contact Name
Telephone
Email
Street Address
City, State, Zip Code
Description of services
provided including contract
amount, when provided and
project outcome
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Reference No. 2:
Agency Name
Contact Name
Telephone
Email
Street Address
City, State, Zip Code
Description of services
provided including contract
amount, when provided and
project outcome
Reference No. 3
Agency Name
Contact Name
Telephone
Email
Street Address
City, State, Zip Code
Description of services
provided including contract
amount, when provided and
project outcome
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3. STATEMENT OF PAST CONTRACT DISQUALIFICATIONS [Required]
The Authorized Representation of the proposing firm shall state whether it or any of its
officers or employees who have a proprietary interest in it, has ever been disqualified,
removed, or otherwise prevented from working on, or completing a federal, state, or local
government project because of the violation of law, a safety regulation, or for any other
reason, including but not limited to financial difficulties, project delays, or disputes
regarding work or product quality, and if so to explain the circumstances.
Do you have any disqualification as described in the above paragraph to
declare?
Yes No
If yes, explain the circumstances.
This Statement of Past Contract Disqualifications is executed on at
__________________ under penalty of perjury of the laws of the State of
California, that the foregoing is true and correct.
______________________________________
Signature of Authorized Proposer Representative
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4. Condensed Re-proposal Form [Optional]
a. Name of firm or attorney (as it appears in the City’s Current On-Call
List for Outside Counsel – Section C):
b. Practice areas of current qualification (City’s Current On-Call List) and
those being proposed for carryover:
Mark Practice Areas
Currently Qualified Under
Mark Practice Areas
Proposed for Carryover
Administrative Law Administrative Law
Appellate Proceedings and Writs Appellate Proceedings and Writs
Affordable Housing & Development Law Affordable Housing & Development Law
Code Enforcement Code Enforcement
Conflict Counsel Conflict Counsel
Constitutional Law Constitutional Law
Criminal Procedure Criminal Procedure
Elections Law Elections Law
Eminent Domain and Inverse Condemnation Eminent Domain and Inverse Condemnation
Employment Issues and Litigation (Labor &
Employment, Pension and Benefits Programs)
Employment Issues and Litigation (Labor &
Employment, Pension and Benefits Programs)
Engineering, Design Professional and Public
Works Contracting Issues and Litigation
Engineering, Design Professional and Public
Works Contracting Issues and Litigation
Environmental Issues & Litigation (Federal and
State Regulatory Issues, Endangered Species,
Clear Air and Clean Water Acts)
Environmental Issues & Litigation (Federal and
State Regulatory Issues, Endangered Species,
Clear Air and Clean Water Acts)
Financial Services, Infrastructure, Financing,
Fees (Community Facility Districts,
Assessment Districts, etc.) and Taxation
Financial Services, Infrastructure, Financing,
Fees (Community Facility Districts,
Assessment Districts, etc.) and Taxation
General Civil Litigation General Civil Litigation
General Municipal Services General Municipal Services
Land Use issues and litigation, including CEQA
and wireless communications land use and
regulation
Land Use issues and litigation, including CEQA
and wireless communications land use and
regulation
Real Property Real Property
Water Rights Water Rights
c. Names of the individual attorneys to be assigned to City matters in
the practice areas selected above:
[describe here or attach additional pages]
d. List of current rates (by attorney name or position title):
[describe here or attach additional pages]
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SECTION I: FORM OF AGREEMENT
CITY OF SAN LUIS OBISPO
LEGAL SERVICES AGREEMENT
This agreement (“Agreement”) is made and entered into in the City of San Luis
Obispo on [Month, Day, Year] ______________ ______, _______ by and between the
City of San Luis Obispo, a municipal corporation (“City”), and [Consultant’s Full Legal
Name], a [Consultant’s entity type] (“Consultant”) (collectively referred to as the “Parties”).
W I T N E S S E T H
WHEREAS, on January 10, 2024, City issued a request for qualifications for On-
Call Outside Counsel 2024-2029 (“RFQ”); and
WHEREAS, Consultant submitted a proposal in response to RFQ that was
accepted by City; and
WHEREAS, after review of Consultant’s proposal, City accepted Consultant onto
its 2024-2029 On-Call List in at least one practice area, which includes [List the practice
area Consultant qualified under which applies to this matter]; and
WHEREAS, the City requires professional legal services in the practice area
referenced above and described further in the scope of work included in Exhibit A to this
Agreement (the “Services”).
NOW THEREFORE, in consideration of their mutual promises, obligations and covenants
hereinafter contained, the parties hereto agree as follows:
1. Term. The term of this Agreement shall be from [Month, Day, Year Agreement is to
commence] until [EITHER: “acceptance of completion of said services” OR Month,
Day, Year to end] and the total fees and costs incurred for Services shall at no time
exceed [EITHER: Dollar amount of City funds approved by the appropriate Purchasing
Authority OR “the balance of funds deposited with the City under” followed by a
description of funding source, e.g. a developer deposit]. Consultant will treat the [“not-
to-exceed amount” OR “balance of deposited funds”] as a barrier to continued work
and will notify City if, at any time, the Services are estimated to deplete said [“amount”
OR “balance”] within the next sixty (60) days. Consultant shall not be obligated to
continue to provide Services if the [“amount” OR “balance”] is inadequate to reimburse
Consultant for its time.
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2. Incorporation by Reference. City’s Notice Requesting Qualifications for Legal
Services On-Call Outside Counsel 2024-2029 and Consultant’s proposal dated
[Month, Day, Year], are hereby incorporated in and made a part of this Agreement.
Should there be any conflict or inconsistency between the language of the
incorporated documents and those in the rest of the Agreement, the language of the
incorporated documents shall cede priority.
3. City’s Obligations. For providing the Services as specified in this Agreement, City
will pay, and Consultant shall receive therefor, compensation as stated in Consultant’s
proposal and confirmed in Exhibit A to th is Agreement. City will also monitor the
balance [EITHER: “remaining from the not-to-exceed amount” OR “of deposited
funds”] and alert Consultant should that balance drop below an amount estimated as
sufficient to pay invoices for the next sixty (60) days, presuming Consultant has not
already contacted City regarding same.
4. Consultant’s Obligations. For and in consideration of the payments and
agreements hereinbefore mentioned to be made and performed by City, Consultant
agrees with City to do everything required by th e incorporated documents and this
Agreement, including the specific scope of work in Exhibit A. Consultant understands
that included in these obligations is the maintenance of insurance compliant with the
City’s current requirements, attached as Exhibit [B or applicable letter], and providing
proof of such insurance to the City within ten (10) business days of execution of this
Agreement.
5. Licenses and Permits. At all times during the term of this Agreement, Consultant
shall have in full force and effect, all licenses required of it by law for the performance
of the Services described in this Agreement. This includes, but is in no way limited
to, obtaining a valid City of San Luis Obispo business license & tax certificate
prior to the execution of the Agreement and maintaining said license for the
duration of the Agreement. The Consultant shall procure all permits and licenses,
pay all charges and fees, and give all notices necessary under this Agreement.
6. Compliance With Law. The Consultant shall keep itself informed of and shall observe
and comply with all applicable State and Federal laws and regulations, and county
and City of San Luis Obispo ordinances, regulations and adopted codes, which in any
manner affect those employed by Consultant or in any way affect the performance of
the Services pursuant to this Agreement. The City, and its officers and employees,
shall not be liable at law or in equity occasioned by failure of the Consultant to comply
with this Section. Failure to comply with local ordinances may result in monetary fines
and cancellation of this Agreement.
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7. Compliance With Industry Standard. Consultant shall provide Services acceptable
to City in strict conformance with the Agreement. Consultant shall also provide in
accordance with the standards customarily called for under this Agreement using the
degree of care and skill ordinarily exercised by reputable providers of such services.
Where approval by the City, the City Manager, the Mayor, or other representative of
City is required, it is understood to be general approval only and does not relieve
Consultant of responsibility for complying with all applicable laws, co des, policies,
regulations, and good business practices.
8. Independent Contractor.
a. Consultant is and shall at all times remain as to the City a wholly independent
contractor. The personnel performing the Services under this Agreement on behalf
of Consultant shall at all times be under Consultant's exclusive direction and
control. Neither City nor any of its officers, employees, or agents shall have control
over the conduct of Consultant or any of Consultant's officers, employees, or
agents, except as set forth in this Agreement. Consultant shall not at any time or
in any manner represent that it or any of its officers, employees, or agents are in
any manner officers, employees, or agents of the City. Consultant shall not incur
or have the power to incur any debt, obligation, or liability whatsoever against City,
or bind City in any manner.
b. No employee benefits shall be available to Consultant in connection with the
performance of this Agreement. Except for the fees paid to Consultant as provided
in the Agreement, City shall not pay salaries, wages, or other compensation to
Consultant for performing the Services hereunder for City. City shall not be liable
for compensation or indemnification to Consultant for injury or sickness arising out
of performing services hereunder.
9. Preservation of City Property. The Consultant shall provide and install suitable
safeguards, approved by the City, to protect City property, including the City’s
electronic files and data network, from injury or damage. If City property is injured or
damaged resulting from Consultant’s operations, it shall be replaced or restored at
Consultant’s expense. The City’s property shall be replaced or restored to a condition
as good as when the Consultant began the work.
10. Immigration Act of 1986. The Consultant warrants on behalf of itself and all
subconsultants engaged for the performance of the Services that only persons
authorized to work in the United States pursuant to the Immigration Reform and
Control Act of 1986 and other applicable laws shall be employed in the performance
of the Services hereunder.
11. Non-Discrimination. In the performance of the Services, the Consultant agrees that
it will not engage in, nor permit such subconsultants as it may employ to engage in,
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discrimination in employment of persons because of age, race, color, sex, national
origin or ancestry, sexual orientation, or religion of such persons.
12. Payment Terms. The City’s payment terms are 30 days from the receipt of an original
invoice, with no disputed charges, and acceptance by the City of the materials,
supplies, equipment, or services provided by the Consultant (Net 30). If the City
disputes any of Consultant's costs or fees within an invoice it shall give written notice
to Consultant within thirty (30) days of receipt of said invoice and any final payment
under this Agreement shall be made within fifteen (15) days of resolution of the
dispute.
13. Consultant Invoices. By no later than the tenth (10th) day of each calendar month,
the Consultant shall deliver to the City either a detailed invoice for work done within
the previous calendar month or an electronic notice that the previous month’s work
was minimal (less than $250 of costs and fees) and will be included in the invoice for
the following month. No more than two months of billing can be accumulated and sent
together. Each invoice shall be electronically mailed to city_attorney@slocity.org and
must include a breakdown of hours billed and miscellaneous charges and any sub -
consultant invoices, similarly broken down as supporting detail. Final June invoices
shall be received no later than the 5th business day of July to meet City fiscal
year-end deadlines.
14. Inspection. City shall at all times have the right to inspect the work -product being
created under this Agreement and Consultant shall furnish City with every reasonable
opportunity and assistance required for City to ascertain that the Services of the
Consultant are being performed in accordance with the requirements and intentions
of this Agreement. All work-product created, and all materials furnished, if any, shall
be subject to the City’s inspection and approval. The inspection of such work-product
shall not relieve Consultant of any of its obligations under the Agreement.
15. Release of Information.
a. All information gained by Consultant in performance of this Agreement shall be
considered confidential and shall not be released by Consultant without City's prior
written authorization. Consultant, its officers, employees, agents, or
subconsultants, shall not, without written authorization from the City Manager or
unless requested by the City Attorney, voluntarily provide declarations, letters of
support, testimony at depositions, response to interrogatories, or other information
concerning the work performed under this Agreement. Response to a subpoena
or court order shall not be considered "voluntary" provided Consultant gives City
notice of such court order or subpoena.
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b. Consultant shall promptly notify City should Consultant, its officers, employees,
agents, or subconsultants be served with any summons, complaint, subpoena,
notice of deposition, request for documents, interrogatories, request for
admissions, or other discovery request (“Discovery”), court order, or subpoena
from any person or party regarding this Agreement, unless the City is a party to
any lawsuit, arbitration, or administrative proceeding connected to such Discovery,
or unless Consultant is prohibited by law from informing the City of such Discovery.
City retains the right, but has no obligation, to represent Consultant and/or be
present at any deposition, hearing, or similar proceeding as allowed by law. Unless
City is a party to the lawsuit, arbitration, or administrative proceeding and is averse
to Consultant in such proceeding, Consultant agrees to cooperate fully with City
and to provide the opportunity to review any response to Discovery requests
provided by Consultant. However, City's right to review any such response does
not imply or mean the right by City to control, direct, or rewrite said response.
16. Conflicts of Interest. The Consultant shall disclose any financial, business, or other
relationship with the City that may have an impact upon the outcome of this
engagement. The Consultant covenants that it presently has no interest, and shall not
acquire any interest—direct, indirect or otherwise—that would conflict in any manner
or degree with the performance of the work hereunder. The Consultant further
covenants that, in the performance of this work, no sub -consultant or person having
such an interest shall be employed. The Consultant certifies that no one who has or
will have any financial interest in performing this work is an officer or employee of the
City.
17. Ownership of Documents.
a. Consultant shall maintain complete and accurate records with respect to sales,
costs, expenses, receipts, and other such information required by City that relate
to the performance of the Services under this Agreement. Consultant shall
maintain adequate records of Services provided in sufficient detail to permit an
evaluation of Services. All such records shall be maintained in accordance with
generally accepted accounting principles and shall be clearly identified and readily
accessible. Consultant shall provide free access to the representatives of City or
its designees at reasonable times to such books and records; shall give City the
right to examine and audit said books and records; shall permit City to make
transcripts or copies therefrom as necessary; and shall allow inspection of all work,
data, documents, proceedings, and activities related to this Agreement. Such
records, together with supporting documents, shall be maintained for a period of
five (5) years after receipt of final payment.
b. Upon completion of, or in the event of termination or suspension of this Agreement,
all original documents, designs, drawings, maps, models, computer files, surveys,
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notes, and other documents prepared in the course of providing the Services under
this Agreement shall become the sole property of the City and may be used,
reused, or otherwise disposed of by the City without the permission of the
Consultant. With respect to computer files, Consultant shall make available to the
City, at the Consultant's office and upon reasonable written request by the City,
the necessary computer software and hardware for purposes of accessing,
compiling, transferring, copying and/or printing computer files. Consultant hereby
grants to City all right, title, and interest, including any copyright, in and to the
documents, designs, drawings, maps, models, computer files, surveys, notes, and
other documents prepared by Consultant in the course of providing the Services
under this Agreement.
18. Deliverable Products and Methods of Collaboration. The Consultant will be
required to provide computer files compatible with the following programs whenever
possible unless otherwise directed by the City Attorney:
a. Word Processing (drafts): Microsoft Word
b. Spreadsheets: Microsoft Excel
c. Final Work-product: Adobe PDF
While collaborating on drafts with City staff, Consultant will be asked to use links to
shared files and to avoid, whenever possible, the emailing of drafts to minimize version
control issues. City staff will review any docum ents or materials provided by the
Consultant and, when necessary, provide feedback that the Consultant will be
required to respond to and make such changes as deemed appropriate.
19. Indemnification and Defense.
a. To the fullest extent permitted by law (including, but not limited to California Civil
Code Sections 2782 and 2782.8), Consultant shall indemnify, defend, and hold
harmless the City, and its elected officials, officers, employees, volunteers, and
agents (“City Indemnitees”), from and against any and all causes of action, claims,
liabilities, obligations, judgments, or damages, including reasonable legal
counsels’ fees and costs of litigation (“claims”), arising out of the Consultant’s
performance or Consultant’s failure to perform its obligations under this Agreement
or out of the operations conducted by Consultant, including the City’s active or
passive negligence, except for such loss or damage arising from the sole
negligence or willful misconduct of the City. In the event the City Indemnitees are
made a party to any action, lawsuit, or other adversarial proceeding arising from
Consultant’s performance of this Agreement, the Consultant shall provide a
defense to the City Indemnitees or at the City’s option, reimburse the City
Indemnitees their costs of defense, including reasonable legal fees, incurred in
defense of such claims.
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b. The review, acceptance or approval of the Consultant’s work or work-product by
any indemnified party shall not affect, relieve or reduce the Consultant’s
indemnification or defense obligations. This Section survives completion of the
Services or the termination of this Agreement. The provisions of this Section are
not limited by and do not affect the provisions of this contract relating to insurance.
20. Suspension or Termination of Agreement Without Cause.
a. The City may at any time, for any reason, with or without cause, suspend or
terminate this Agreement, or any portion hereof, by serving upon the Consultant
at least thirty (30) days prior written notice. Upon receipt of said notice, the
Consultant shall immediately cease all work under this Agreement, unless the
notice provides otherwise. If the City suspends or terminates a portion of this
Agreement such suspension or termination shall not make void or invalidate the
remainder of this Agreement.
b. In the event this Agreement is terminated pursuant to this Section, the City’s
liability will be the lesser of a reasonable price for the services rendered prior to
termination, or the price for the services reflected in the contract. Upon termination
of the Agreement pursuant to this Section, the Consultant will submit an invoice to
the City pursuant to Section 13.
21. Termination For Cause. If, during the term of the Agreement, the City determines the
Consultant is not faithfully abiding by any term or condition contained herein, the City
may notify the Consultant in writing of such defect or failure to perform. This notice
must give the Consultant a ten (10) calendar day notice of time thereafter in which to
perform said work or cure the deficiency.
a. If the Consultant has not performed the work or cured the deficiency within the ten
(10) days specified in the notice, such shall constitute a breach of the Agreement
and the City may terminate the Agreement immediately by written notice to the
Consultant to said effect (“Notice of Termination”). Thereafter, neither party shall
have any further duties, obligations, responsibilities, or rights under the Agreement
except to comply with the obligations upon termination.
b. In said event, the Consultant shall be entitled to the reasonable value of its services
performed from the beginning date in which the breach occurs up to the day it
received the City’s Notice of Termination, minus any offset from such payment
representing the City’s damages from such breach. “Reasonable value” includes
fees or charges for goods or services as of the last milestone or task satisfactorily
delivered or completed by the Consultant as may be set forth in the Agreement
payment schedule; compensation for any other work or services performed or
provided by the Consultant shall be based solely on the City’s assessment of the
value of the work-in-progress in completing the overall scope.
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c. The City reserves the right to delay such payment until completion or confirmed
abandonment of the project, as may be determined in the City’s sole discretion, so
as to permit a full and complete accounting of costs. In no event, however, shall
the Consultant be entitled to receive in excess of the not to exceed amount shown
in this Agreement.
22. Safety Provisions. The Consultant shall conform to the rules and regulations
pertaining to safety established by OSHA and the California Division of Ind ustrial
Safety.
23. Undue Influence. Consultant declares and warrants that no undue influence or
pressure was used against or in concert with any officer or employee of the City in
connection with the award, terms or implementation of this Agreement, includin g any
method of coercion, confidential financial arrangement, or financial inducement. No
officer or employee of the City has or will receive compensation, directly or indirectly,
from Consultant, or from any officer, employee or agent of Consultant, in co nnection
with the award of this Agreement or any work to be conducted as a result of this
Agreement. Violation of this Section shall be a material breach of this Agreement
entitling the City to any and all remedies at law or in equity.
24. Rebates, Kickbacks or Other Unlawful Consideration. The Consultant warrants
that this contract was not obtained or secured through rebates, kickbacks or other
unlawful consideration, either promised or paid to any City employee. For breach or
violation of the warranty, the City shall have the right, in its discretion, to terminate the
contract without liability; to pay only for the value of the work actually performed; to
deduct from the contract price; or otherwise recover the full amount of such rebate,
kickback or other unlawful consideration.
25. Covenant Against Contingent Fees. The Consultant warrants by execution of this
contract that no person or selling agency has been employed, or retained, to solicit or
secure this contract upon an agreement or understanding, for a commission,
percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide
established commercial or selling agencies maintained by the Consultant for the
purpose of securing business. For breach or violation of this warranty, the City has
the right to annul this contract without liability; pay only for the value of the work
actually performed, or in its discretion, to deduct from the contract price or
consideration, or otherwise recover the full amount of such commission, percentage,
brokerage, or contingent fee.
26. Assignment and Sub-contract Provisions. The Consultant shall not assign,
transfer, convey or otherwise dispose of the Agreement, or its right, title or interest, or
its power to execute such an agreement to any individual or business entity of any
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kind without the previous written consent of the City. No portion of the work pertinent
to this Agreement shall be subcontracted without written authorization by the City.
Any substitution of subconsultants must be approved in writing by the City.
As required above, before retaining or contracting with any subconsultant for any
services under this Agreement, City must consent to such assignment of performance
in writing. For City to evaluate such proposed assignment, Consultant shall provide
City with the identity of the proposed subconsultant, a copy of the proposed written
contract between Consultant and such subconsultant, which shall include an
indemnity provision similar to the one provided herein and identifying City as an
indemnified party, or an incorporation of the indemnity provision provided herein, and
proof that such proposed subconsultant carries insurance at least equal to that
required by this Agreement or obtain a written waiver from City for such insurance.
27. Amendments. Any amendment, modification, or variation from the terms of this
Agreement shall be in writing and shall be effective only upon approval by the City
Attorney or other appropriate review authority according to the City’s Financial
Management Manual.
28. Working Out of Scope. If, at any time during the project, the Consultant is directed
to do work by persons other than the City Attorney and the Consultant believes that
the work is outside of the scope of the Agreement, the Consultant shall inform the City
Attorney immediately. If the City Attorney and Consultant both agree that the work is
outside of the scope of the Agreement and is necessary to the successful completion
of the project, then an amendment to the Agreement, reflecting the additional work,
will be drafted as agreed upon between the City and the Consultant, and executed by
the Parties. Any extra work performed by Consultant without prior written approval
from the City Attorney shall be at Consultant's own expense.
29. Notice. All notices to the Parties hereto under this Agreement shall be in writing and
shall be sent either by (i) personal service, (ii) delivery by a reputable document
delivery service, such as, but not limited to, Federal Express, which provides a receipt
showing date and time of delivery, (iii) United States Mail, certified, postage prepaid,
return receipt requested, or (iv) via electronic mail. All such notices shall be delivered
to the addressee at the address(es) set forth below:
To City: City of San Luis Obispo
990 Palm Street
San Luis Obispo, CA 93401
Attention: City Attorney’s Office
Email: city_attorney@slocity.org
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To Consultant: [Consultant’s Full Legal Name]
[Consultant Mailing Address]
Email: [Consultant email address)
30. Governing Law. Any action arising out of this Agreement shall be brought in the
Superior Court of San Luis Obispo County, California, regardless of where else venue
may lie. The validity, interpretation, construction and performance of this Agreement,
and all acts and transactions pursuant hereto and the rights and obligations of the
Parties hereto shall be governed, construed, and interpreted in accordance with the
laws of the State of California, without giving effect to principles of conflicts of law.
31. Complete Agreement. This written Agreement, including all writings specifically
incorporated herein by reference, shall constitute the complete Agreement between
the Parties hereto. No oral agreement, understanding, or representation not reduced
to writing and specifically incorporated herein shall be of any force or effect, nor shall
any such oral Agreement, understanding, or representation be binding upon the
Parties hereto. Each party is entering into this Agreement based solely upon the
representations set forth herein and upon each party's own independent investigation
of any and all facts such party deems material.
32. Authority to Execute Agreement. Both City and Consultant do covenant that each
individual executing this Agreement on behalf of each party is a person duly
authorized and empowered to execute agreements for such party.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed
the day and year first above written.
CITY OF SAN LUIS OBISPO: [Consultant’s Full Legal Name]:
__________________________ _______________________________
J. Christine Dietrick, By: [Name of Authorized Representative]
City Attorney
Its: [Title of Authorized Representative]
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Exhibit A to Agreement
Detailed Scope of Work for the Services:
[To be provided by Consultant]
Names of the individuals in the law firm assigned to provide the Services:
[To be provided by Consultant]
Confirmation of the rates proposed for the work of the individuals named above:
[To be provided by Consultant]
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Exhibit B to Agreement
[City’s insurance requirements for professional services current at the time of execution
of the Agreement.]
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