20220802_06_LegalServices — Laguna Niguel City Council, August 2, 2022

CITY OF LAGUNA NIGUEL

CITY COUNCIL AGENDA ITEM
1989
To: Honorable Mayor and Council Members
FROM: Tamara S. Letourneau, City Manager
DATE: August 2, 2022
SUBJECT: City Attorney Legal Services

RECOMMENDATION
With direction provided by the City Council, the recommendation is to affirm the following:

1. Appointment of Assistant City Attorney Nicholas Ghirelli of Richard, Watson, and Gershon (RWG) as the Interim City Attorney.

2. Authorization for the City Manager to immediately release a Request for Proposals (RFP) for a permanent City Attorney.

BACKGROUND
The City Attorney is the City's chief legal officer and is responsible to the City Council for the proper administration and coordination of all City legal affairs. The City of Laguna Niguel has contracted City Attorney services since incorporation. Utilizing contracted professional legal services provides the City with access to a latitude of areas of expertise to best serve the City. On January 15, 2019, the City Council formally approved a Legal Services Agreement with Richards, Watson & Gershon (RWG).

ANALYSIS
Due to the recent resignation of the City Attorney, the Council has directed that Assistant City Attorney Nicholas Ghirelli from Richards Watson & Gershon (RWG) be appointed as the Interim City Attorney. This will ensure the City has the necessary legal expertise and continuity of legal services.

At the direction of the City Council, staff has prepared a Request for Proposals (RFP) for a permanent City Attorney. (Attachment A). Upon approval by the City Council the RFP would be issued on August 3rd and it is anticipated that the appointment of a permanent City Attorney will be on the agenda for the October 4th City Council meeting.

FISCAL REVIEW
There is no fiscal impact from issuance of the Request for Proposals. For any resulting legal service agreements, the fiscal impact will be analyzed and reported prior to execution. The adopted fiscal year 2022-2023 budget is sufficient to cover all anticipated costs.

CONCLUSION
With direction provided by the City Council, the recommendation is to affirm the following:

1. Appointment of Assistant City Attorney Nicholas Ghirelli of Richard, Watson, and Gershon (RWG) as the Interim City Attorney.

2. Authorization for the City Manager to immediately release a Request for Proposals (RFP) for a permanent City Attorney.

Jenara l Stoureau Luatin 9. Matul
Tamara S. Letourneau ustin J. Marti
City Manager Deputy City Manager
Attachment:

A. Request for Proposals for City Attorney Services

ATTACHMENT A
Request for Proposals for City Attorney Services
COUNTR
1989
Request for Proposals
for
City Attorney Services
Administration Department
30111 Crown Valley Parkway
Laguna Niguel, CA 92677
(949) 362-4337
Proposals must be received by:

Friday, August 26, 2022
At 2:00 P.M.

RFP OVERVIEW
RFP Title: City Attorney Services
Scope of Work: See Section III (Scope of Services)
RFP Submittal Information: Interested Proposers will submit:

1. Seven (7) printed copies of your Proposal in a sealed envelope or box and marked with the RFP title by the
RFP Due Date; and,

2. A PDF copy of your Proposal, emailed to the City
Contact or provided via cloud service (Dropbox,
Google Drive, OneDrive, etc.).

No faxed Proposals. Late Proposals will not be accepted.

No exceptions.

Printed Submittal Location: Laguna Niguel City Hall, City Manager's Office, 30111 Crown Valley Parkway, Laguna Niguel, CA 92677
RFP Due Date: August 26, 2022 by 2:00 p.m. PST
RFP Submittal Requirements: Submitted Proposals must include the information described in Section IV (Proposal Requirements and
Format) of this RFP.

Submitted Proposals will be considered non-responsive if the Proposal does not provide all the requested information.

Prior to Award of Contract: The selected Proposer must submit a Certificate of Insurance and related insurance endorsements that meet
the City's criteria.

RFP Questions: RFP questions must be submitted in the form of an email with the RFP title in the subject heading. The deadline to submit questions is August 12, 2022 by 5:00 p.m. PST.

Questions should be addressed to the City Contact.

City Contact: Tamara S. Letourneau
City Manager
Office: (949) 362-4300
Email: [email protected]
City of Laguna Niguel, CA - RFP - City Attorney Services Page 2 of 41 Table of Contents
Section I - General RFP Information..

I-1. Purpose...

I-2. City Contact
I-3. Addendum
1-4. Inquiries...

I-5. Late proposals.

I-6. Cancellation
1-7. Public Records .7
I-8. Disputes
I-9. Nondiscrimination. 7
1-10. Proposed Liability. 7
I-11. City Requests for Clarification, Additional Research, and Revisions 8 I-12. Rejection of Proposals
I-13. Modification or Withdrawal of Proposal by Proposer 9 I-14. Duration of Proposal 9
1-15. Local, State, and Federal Requirements 9
1-16. Conflict of Interest ..10
Section II - Proposal Process. ..10
II-1. RFP Timeline.. 10
II-2. RFP Questions and Responses .. 10
II-3. Process for Submitting Proposals 11
II-4. RFP Evaluation Process........... 11
II-5. Interviews... ..12
II-6. Award of Professional Services Agreement. ..12
II-7. Insurance & W-9 Requirements... .13
II-8. Kick-Off Meeting and Transition Plan 13
Section III - Scope of Services ...... .13
IIII-1. Overview.. .13
III-2. General City Information ..14
IIII-3. Description of Services.. 14
City of Laguna Niguel, CA - RFP - City Attorney Services Page 3 of 41 Section IV - Proposal Requirements and Format 16
IV-1. General Information 16
IV-2. Proposal Format Guidelines.. 17
Section V - Evaluation / Selection of Proposal ..21
V-1. Clarifications ...21
V-2. Proposal Evaluation and Selection.. 21
V-2A. Evaluation Criteria.. 21
V-2B. Initial Proposal Review ... ....22
V-2C. Interviews, Reference Checks, Discussions ..22
V-3. Compensation.. ..23
Exhibit A - Sample Professional Services Agreement... ..24 Exhibit B - Certification Statement .... ..39
Exhibit C - Ex Parte Communications Certification.. ...40 Exhibit D - Disqualification Questionnaire. ..41
City of Laguna Niguel, CA - RFP - City Attorney Services Page 4 of 41

SECTION I - GENERAL RFP INFORMATION
I-1. PURPOSE
The Laguna Niguel City Council invites qualified law firms and attorneys ("Proposers") to submit written Proposals ("Proposals") to provide City Attorney Services for the City of Laguna Niguel ("City") as identified in this Request for Proposal ("RFP"). As City Attorney, the selected firm or individual(s) will be expected to provide a wide range of legal services to the City. The City Attorney will be selected by, and serves at the pleasure of, the City Council, and will work closely with the City Council, City Manager and other City staff.

The City is looking for an experienced City Attorney to serve in this position.

The following certification and licensure are required or desirable:
• Active member in good standing of the State Bar of California is required; • Admission to the United States Supreme Court, Federal District Court, and Federal Appeals Court Bar is desirable.

Proposals must conform with the requirements of this RFP. The City reserves the right to waive any irregularity in any Proposal or to reject any Proposal which does not comply with this RFP. Modifications to the RFP, including, but not limited to the Scope of Services (Section III), can be only made by written addendum issued by the City. Selection of Proposer will be made solely by the City Council on criteria determined by the City (Section II-4 and Section V).

The successful Proposer will be required to enter into a Professional Services Agreement with the City. Please provide a proposed form of agreement for the services. For reference, the City's currently used Professional Services Agreement (Exhibit A) is included with this RFP.

In addition to indemnification and hold harmless language, the agreement should include a requirement for professional errors and omissions insurance in an amount of not less than $1,000,000 per occurrence, and $2,000,000 aggregate, general liability insurance in an amount of not less than $1,000,000 per occurrence, and $2,000,000 in aggregate, and workers' compensation insurance as required by State Law.

I-2. CITY CONTACT
The principal contact for the City of Laguna Niguel regarding this RFP is Tamara Letourneau, City Manager, at [email protected].

City of Laguna Niguel, CA - RFP - City Attorney Services Page 5 of 41 I-3. ADDENDUM
If clarification or interpretation of this solicitation is considered necessary by City, a written addendum shall be issued, and the information will be posted on the City's website at www.cityoflagunaniguel.org. Any interpretation of, or correction to, this solicitation will be made only by addendum issued by the City's Administration Department. It is the responsibility of each Proposer to periodically check the City's website to ensure that they have received and reviewed any and all addenda to this solicitation. The City will not be responsible for any other explanations, corrections to, or interpretations of the documents, including any oral information.
1-4. INQUIRIES
Questions about this RFP may be directed in writing until 5:00 p.m. (PST) on Friday, August 12, 2022, via email to:

City Contact: Tamara Letourneau at [email protected] From the date that this RFP is issued until a firm or entity is selected and the selection is announced, firms or public entities are not allowed to communicate outside the process set forth in this RFP with any City employee other than the contracting officer listed above regarding this RFP. The City reserves the right to reject any Proposer for violation of this provision. No questions other than written will be accepted, and no response other than written will be binding upon the City.
1-5. LATE PROPOSALS
All Proposals that are not received by the RFP Due Date will not be considered and will not be returned to Proposer. This includes Proposals that are emailed. Delays due to mail and/or delivery handling, including but not limited to delays within the City's internal distribution systems, do not excuse Proposer's responsibility for submitting the Proposal to the correct location by the RFP Due Date.

I-6. CANCELLATION
The City reserves the right to cancel this RFP or the contract award, at any time before execution of the contract by both parties, if cancellation is deemed to be in the best City of Laguna Niguel, CA - RFP - City Attorney Services Page 6 of 41 interest of the City. In no event shall the City have any liability for the cancellation of a contract award.
1-7. PUBLIC RECORDS
Responses to this RFP become the exclusive property of the City and are subject to the California Public Records Act. Those elements in each Proposal which are trade secrets as that term is defined in California Civil Code section 3426.1 (d) or otherwise exempt by law from disclosure and which are prominently marked as "TRADE SECRET", "CONFIDENTIAL", or "PROPRIETARY" may not be subject to disclosure. The City shall not in any way be liable or responsible for the disclosure of any such records including, without limitation, those so marked if disclosure is deemed to be required by law or by an order of the Court. Proposers who indiscriminately identify all or most of their Proposal as exempt from disclosure without justification may be deemed non-responsive.

In the event the City is required to defend an action on a Public Records Act request for any of the contents of a Proposal marked "confidential", "proprietary", or "trade secret", Proposer agrees, upon submission of its Proposal for City's consideration, to defend and indemnify the City from all costs and expenses, including attorney's fees, if any action or liability arising under the Public Records Act.
1-8. DISPUTES
In case of any doubt or differences of opinion as to the items or services to be furnished hereunder, or the interpretation of the provisions of this RFP, the decision of the City shall be final and binding upon all parties.

I-9. NONDISCRIMINATION
By the act of submitting a Proposal in response to this RFP, Proposer certifies, under penalty of perjury, that Proposer has not discriminated against minorities, women, or emerging small business enterprises, or a business enterprise that is owned or controlled by or that employs a disabled veteran, in obtaining any required subcontracts. 1-10. PROPOSED LIABILITY
Proposers responding to this RFP do so solely at their expense, and the City is not responsible for any Proposer expenses associated with the RFP. By proposing, City of Laguna Niguel, CA - RFP - City Attorney Services Page 7 of 41 Proposers agree that doing so is at their own risk and the City shall have no liability related thereto. Finalists invited to participate in interview evaluations are responsible for scheduling and paying for their own travel arrangements. The City is not liable for any cost incurred by a Proposer in protesting any portion of the RFP documents or the City's selection decision.
1-11. CITY REQUESTS FOR CLARIFICATION, ADDITIONAL RESEARCH,

AND REVISIONS
The City reserves the right to obtain clarification of any portion of a Proposal or to obtain additional information necessary to properly evaluate a particular Proposal. Failure of a Proposer to timely respond to such a request for additional information or clarification may result in a finding that Proposer is non-responsive and consequent rejection of the Proposal. The City may obtain information from any legal source for clarification of any Proposal. The City need not inform Proposer of any intent to perform additional research in this respect or of any information thereby received.

The City may perform, at its sole option, investigations of any Proposer. Information may include, but shall not necessarily be limited to, current litigation and contracting references. All such documents, if requested by the City, become part of the public record and may be disclosed accordingly.

The City reserves the right to request revisions of any Proposal after the date and time due and before award for the purpose of obtaining best and final offers. 1-12. REJECTION OF PROPOSALS
The City reserves the right to reject any or all irregularities or omissions in Proposals submitted in response to this RFP to the extent it is determined to be in the best interest of the City to do so. Furthermore, the City reserves the right to reject any or all Proposals or portions thereof submitted in response to this RFP. Proposals may be rejected for one or more of the following reasons, including but not limited to:

1. Failure of Proposer to adhere to one or more of the provisions established in this RFP.

2. Failure of Proposer to submit a Proposal in the format specified in this RFP.

3. Failure of Proposer to submit a Proposal within the time requirements established in this RFP.

City of Laguna Niguel, CA - RFP - City Attorney Services Page 8 of 41

4. Failure of Proposer to adhere to ethical and professional standards before, during, or following the Proposal process.

The City may reject any Proposal not in compliance with all prescribed public procurement procedures and requirements, and may reject for good cause any or all Proposals upon a finding by the City that it is in the public interest to do so. Rejected Proposals are considered to be non-responsive.

I-13. MODIFICATION OR WITHDRAWAL OF PROPOSAL BY PROPOSER A Proposal may not be modified, withdrawn, or canceled by Proposer following the time and date the Proposals are due. Proposals submitted early may be modified or withdrawn only by notice to the City at the Proposal submittal location prior to the time and date the Proposals are due. Such notice shall be submitted to the City Contact, by email, sent by a duly authorized representative of the Proposer submitting the Proposal. All such communication shall be worded so as not to reveal the contents of the original Proposal.

Withdrawn Proposals may be resubmitted prior to the time and date the Proposals are due, provided that they are then fully in conformance with the RFP. 1-14. DURATION OF PROPOSAL
Proposal prices, terms, and conditions shall be firm for a period of at least ninety (90) days from the time and date Proposals are due. Proposals shall not be subject to future price escalation or changes of terms during the ninety (90) day period.

I-15. LOCAL, STATE, AND FEDERAL REQUIREMENTS
The City intends to select a Proposer in accordance with California law and the City's municipal code. Selection of a Proposer under this process is not a guarantee of a contract award, nor is the award of a contract for any portion of the services a guarantee of award of a contract for any subsequent work. All work is subject to budgetary and funding constraints of the City.

The selected Proposer shall comply with all federal, state, and local laws, regulations, executive orders, and ordinances applicable to the work under the Agreement, including, without limitation, the provisions of: (i) Title VI of the Civil Rights Act of 1964; (ii) Section V of the Rehabilitation Act of 1973; (iii) the Americans with Disabilities Act of 1990; (iv) all regulations and administrative rules established pursuant to the foregoing laws; and (v) City of Laguna Niguel, CA - RFP - City Attorney Services Page 9 of 41 all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules, and regulations.

I-16. CONFLICT OF INTEREST
The Proposer warrants and represents that it presently has no interest and agrees that it will not acquire any interest, which would present a conflict of interest under California Government Code Sections 1090 et seq., or Sections 87100 et seq., during the performance of services under any Agreement awarded. The Proposer further covenants that it will not knowingly employ any person having such an interest in the performance of any Agreement awarded. Violation of this provision may result in any Agreement awarded being deemed void and unenforceable.

SECTION I| - PROPOSAL PROCESS
II-1. RFP TIMELINE
The following is the anticipated RFP Timeline. The timeline is subject to change as required by the City. Any timeline changes will be communicated via addendum and posted to www.cityoflagunaniguel.org/bids.

Milestone Date
RFP Issued August 3, 2022
Due date for RFP Questions August 12, 2022 by 5:00 p.m. PST Responses Provided to RFP Questions On or before August 19, 2022 RFP Submittal ("RFP Due Date") August 26, 2022 by 2:00 p.m. PST *Interviews (Tentative) September 15, 2022
City Council Award of Contract October 4, 2022
Kick-Off Meeting October 5, 2022
Start of Services October 5, 2022
*Not all Proposers that submit a Proposal will be invited to an interview.

II-2. RFP QUESTIONS AND RESPONSES
Proposers interested in submitting a Proposal are asked not to contact other City staff or City Council Members in connection with this RFP prior to the City Council Award of City of Laguna Niguel, CA - RFP - City Attorney Services Page 10 of 41 Contract. All questions, requests for interpretations or clarifications, either administrative or technical must be requested in writing and directed to the City Contact for this RFP.

All written questions will be answered in writing and conveyed to all interested Proposers via addendum. Oral statements regarding this RFP by any persons should be considered unverified information unless confirmed in writing. To ensure a response, questions must be submitted to the City Contact in writing by 5:00 p.m. PST on August 12, 2022. 1I-3. PROCESS FOR SUBMITTING PROPOSALS
Proposals are due on or before the RFP Due Date, August 26, 2022 by 2:00 p.m. PST.

Submitted Proposals will contain all elements described in Section IV (Proposal Requirements and Format) of this RFP. Interested Proposers will submit the following to the City Contact:

1. Seven (7) printed copies of your Proposal in a sealed envelope or box and marked with the RFP title by the RFP Due Date; and,

2. A PDF copy of your Proposal, emailed to the City Contact or provided via cloud service (Dropbox, Google Drive, OneDrive, etc.)
It is the responsibility of the Proposer to ensure the Proposal was received by the RFP Due Date. Proposals shall be mailed to the address shown below. Hand delivered Proposals are also accepted, and will be received at the front desk on the second floor of City Hall. No faxed Proposals. Late Proposals will not be accepted. No exceptions.

City of Laguna Niguel
ATTN: City Manager's Office
30111 Crown Valley Parkway
Laguna Niguel, CA 92677
II-4. RFP EVALUATION PROCESS
The evaluation and selection process will be based upon consideration of a variety of factors as described below. Accordingly, the City reserves the right to waive technical errors, alter submission dates, issue subsequent requests for Proposals, etc. The City Council will make the final determination of the successful Proposer.

City of Laguna Niguel, CA - RFP - City Attorney Services Page 11 of 41 Emphasis will be placed on the following factors to select the most qualified Proposer:

1. Qualifications and Experience

2. Proposed Availability

3. Interview

4. Client References

5. Cost
Selection by the City Council shall be based on demonstrated competence and on the professional qualifications necessary for the satisfactory performance of the services required and shall not be awarded solely based on cost.

I1-5. INTERVIEWS
The City Council will conduct in-person interviews as part of the RFP evaluation process at City Hall in Laguna Niguel. The City will provide as much advance notice as possible to selected Proposers chosen to take part in the interview process.

Note: Not all Proposers that submit a Proposal will be invited to an interview.

Il-6. AWARD OF PROFESSIONAL SERVICES AGREEMENT
The successful Proposer will be required to enter into a Professional Services Agreement with the City. Please provide a proposed form of agreement for the services. For reference, the City's currently used Professional Services Agreement (Exhibit A) is included with this RFP.

The insurance requirements have been mandated by the City and can be modified only if extraordinary circumstances exist. Submittal of a Proposal shall be deemed acceptance of all the terms set forth in this RFP and the insurance requirements unless the Proposer includes with its Proposal, in writing, any conditions or exceptions requested by the Proposer to the terms of the RFP and/or insurance requirements. The City reserves the City of Laguna Niguel, CA - RFP - City Attorney Services Page 12 of 41 right to reject any Proposers) exceptions or proposed revisions to the RFP and/or insurance requirements.

II-7. INSURANCE & W-9 REQUIREMENTS
Upon the recommendation of contract award, Proposer will be required to submit the following documents withing ten (10) business days of City notification, unless otherwise specified in the solicitation:

1. Insurance - City requires that licensees, lessees, and vendors have an approved Certificate of Insurance (not a declaration or policy) or proof of legal self-insurance on file with the City. Within ten (10) business days of award of contract, selected Proposer must furnish the City with the Certificate of Insurance proving coverage as specified in the sample contract.

2. W-9 - Current signed form W-9 (Taxpayer Identification Number & Certification) which includes Proposer's legal business name(s).

I1-8. KICK-OFF MEETING AND TRANSITION PLAN
After the Agreement is fully executed, the City will schedule a kick-off meeting with the City Manager to discuss the current workplan.

SECTION III - SCOPE OF SERVICES
III-1. OVERVIEW
The Laguna Niguel City Council invites qualified law firms and attorneys ("Proposers") to submit written Proposals ("Proposals") to provide City Attorney Services for the City of Laguna Niguel ("City") as identified in this Request for Proposal ("RFP"). As City Attorney, the selected firm or individual(s) will be expected to provide a wide range of legal services to the City. The City Attorney will be selected by, and serves at the pleasure of, the City Council, and will work closely with the City Council, City Manager and other City staff.

The City is looking for an experienced City Attorney to serve in this position.

City of Laguna Niguel, CA - RFP - City Attorney Services Page 13 of 41 The purpose of this Request for Proposal (RFP) is to provide interested individual(s) or firm(s) with sufficient information to enable them to propose and submit proposals for the scope of services outlined with this RFP.

III-2. GENERAL CITY INFORMATION
The City of Laguna Niguel was incorporated on December 1, 1989. The City is a master- planned community encompassing 14.79 square miles in the coastal area of South Orange County, California. As of May 2, 2022, the State of California Department of Finance estimates the City's population to be 64,885. The City is primarily a residential community supported by a strong retail and commercial base. About one-half of Laguna Niguel's geographic area permanently designated as parks and open space; this is one of the key features that define the character and form of the City.

The City of Laguna Niguel is a general law City governed by a five-member City Council operating under the City Council/City Manager form of government. City Council Members serve staggered four-year terms. The Mayor is nominated and appointed by the City Council and serves a one-year term. The City Council meets on the first and third Tuesday of each month.

The City Council is responsible for passing City ordinances, resolutions, adoption an annual budget, appointing commissions and committees, and setting policy among other activities. The City Council appoints both the City Attorney and the City Manager. The City Manager appoints the heads of the six major departments and other City staff. The City Attorney provides legal direction to the City Council and City staff, prepares necessary legal documents, and prosecutes or defends actions to which the City is party.

The City of Laguna Niguel operates primarily as a "contract city" utilizing agreements with other governmental entities, private firms, and individuals to provide most municipal services to the community. Fire services are provided through the Orange County Fire Authority, of which the City is a member, and police services are provided by the Orange County Sheriffs Department.

III-3. DESCRIPTION OF SERVICES
The anticipated Scope of Services as City Attorney shall include, but are not limited to the following:

City of Laguna Niguel, CA - RFP - City Attorney Services Page 14 of 41 General Legal Services

1. Attend all closed, regular and special City Council meetings, all meetings of the Planning Commission, and attend other meetings when there is a request to do SO.

2. Provide general legal services, routine legal assistance, advice and consultation to the City Council and City staff relating to the Meyers-Milias-Brown Act, general municipal and public law issues, potential tort liability and risk management.

3. Except where conflict of interest rules require otherwise, supervise and coordinate the activities of all other counsel retained by the City or working behalf of the City.

4. Provide legal advice, telephone, email, and personal consultations with members of the City Council and City staff.

5. Review and/or prepare legal opinions, staff reports, ordinances, resolutions, agreements, contracts, forms, notices, certificates, deeds, leases, and other documents required by the City.

6. Perform legal work pertaining to land use issues, including, but not limited to, property transactions (e.g., acquisitions, disposals), public improvements, easements, dedications and right-of-way vacations.

7. Monitor pending and current state and federal legislation and court decisions, as appropriate, and provide written updates on those that have the potential to affect the City. Provide suggested action or changes in operations or procedures to assure compliance.

8. Consult with the City Council and City staff as needed, render legal advice and opinions (both oral and written), and perform such other or additional general legal services as may be requested by the City, acting by and through the City Council or the City Manager.

9. Enforce City codes, zoning regulations and building standards through administrative and judicial actions.

10. Provide training and guidance with regard to the requirements of the Meyers- Milias-Brown Act, Open Meeting Law (Brown Act - Government Code 54550 et seq, Conflict of Interest (AB1234)), CEQA, the Public Elections Code, the Public Records Act and other legal requirements imposed by statute and common law.

11. Advise the Council on municipal government legal matters, including the Meyers- Milias-Brown Act and parliamentary procedures for running meetings.

12. Perform all duties of the office of City Attorney as provided in the Laguna Niguel Municipal Code.

13. Promptly return all calls and e-mails from the City Council and City staff.

City of Laguna Niguel, CA - RFP - City Attorney Services Page 15 of 41 Litigation Services

1. Represent the City in civil litigation brought on behalf of or against the City, as directed by the City Council.

2. Provide litigation services to the City in any and all matters assigned by the City.

3. Prosecute misdemeanor and infraction violations of the City Municipal Code.

Other Specialized Legal Services as Requested

1. Advice regarding taxes, assessments, fees, Proposition 218, and other financial advice.

2. Environmental Legal Services other than routine review of negative declarations, environmental impact reports and other project-level environmental documentation.

3. Real Estate services, other than routine review of escrow documents, title reports and contracts of sale.

4. Advice regarding insurance coverage matters, such as advice and representation regarding coverage disputes.

5. Advice regarding water law and regulations.

6. Other specialized services as requested by the City.

It is expected that the Proposer will have in-house capabilities to advise, and if necessary, initiate and defend litigation pertaining to the Public Records Act, Meyers-Milias-Brown Act, election law, general liability, risk management, environmental law, including CEQA and NPDES, contracts and franchises, real estate, land use, human resources/labor relations, construction defects and code compliance.

SECTION IV - PROPOSAL REQUIREMENTS AND FORMAT
IV-1. GENERAL INFORMATION
The City reserves the right to reject any and all Proposals when such rejection is in the best interest of the City or the Proposal contains major irregularities. Minor irregularities of the Proposal may be waived by the City. The City also reserves the right to cancel this RFP and/or to solicit and re-advertise for other Proposals. The cost of preparing any responses to the RFP shall be borne by Proposers and shall not be reimbursed by the City. Proposals must be valid for a minimum of 90 days.

Proposer is responsible for preparing an effective, clear, well-organized, and concise written Proposal. Emphasis should be concentrated on conforming to the RFP City of Laguna Niguel, CA - RFP - City Attorney Services Page 16 of 41 instructions, responding to the RFP requirements, and providing a complete and clear description of the offer.

IV-2. PROPOSAL FORMAT GUIDELINES
Interested Proposers are to provide the City with a thorough Proposal using the following guidelines: Proposal should be typed and should contain no more than 25 typed pages using 12-point font size, including cover letter and resumes of key people, but excluding Index/Table of Contents, tables, charts, graphic exhibits, and pricing forms.

Each Proposal will adhere to the following order and content of sections. Proposal should be straightforward, concise and provide "layman" explanations of technical terms that are used.

1. Cover Letter
A cover letter, not to exceed three pages in length, providing an overview of the Proposer's general expertise, capacity, experience, and approach to performing the work described in this RFP. The cover letter must be signed by a representative authorized to sign an Agreement for Proposer. Please include the following information:
a. If Proposer is a law firm, provide a Company history demonstrating firm has been in business for at least five years. All Proposers, firms and individuals, are to provide staffing capacity, and list any subcontractors that will be used for this assignment and how they will be used.
b. Proposer's primary area(s) of expertise.
c. Describe any pending or current litigation related to services provided by Proposer's firm, and any terminated contracts within the past five years with an explanation of the reasons for termination.
d. Indicate the address and telephone number of the Proposer's office located nearest to Laguna Niguel, California, and the office from which the project will be managed.

City of Laguna Niguel, CA - RFP - City Attorney Services Page 17 of 41

2. Qualifications and Experience
The information requested in this section shall include the following minimum information:
a. Approach and Availability - A short discussion of the Proposer's approach to providing municipal legal services that the demonstrate the Proposer's understanding of the needs of the City and the Proposer's ability to address them during the appointment period. Additionally, describe Proposer's approach to integrating its services with the City's established practices. b. Description of Law Firm, Management, and Team Members (As Applicable) - A description of the law firm, its history, and a workplace that identifies the designated City Attorney, all attorneys with whom the City Attorney may consult or assign discrete projects to during the appointment period, all non-attorney staff the City Attorney may use to complete the Services, and an Deputy City Attorney who could assist the City in the event of absence or unavailability of the City Attorney. The Deputy City Attorney will serve as the planning commission attorney.
c. City Attorney Qualifications - For the designated City Attorney:
• The name of the individual, along with their resume and length of employment with the law firm (if applicable), and certificates or licenses, including the date of the admission to the State Bar of California; • Specialization, legal training and years of practice and years of public sector practice;
• Municipal or other local public sector experience and California Municipal Law;
• Knowledge and practice of law relating to land use and planning, CEQA, NEPA, general plans, real estate, environmental issues, hazardous waste and other related law;
• Experience in the areas of personnel/labor, workers' compensation, general liability, and employee relations;
• Experience in the areas drafting and interpreting contracts and franchises, including public works contracting and prevailing wage matters; • Experience in the area municipal code enforcement
Experience in the preparation and review of ordinances and resolutions; • Experience in conflict resolution, managing disputes, and anticipating legal issues;
City of Laguna Niguel, CA - RFP - City Attorney Services Page 18 of 41 • Experience in the areas of Conflicts of Interest (including the Political Reform Act and Government Code Section 1090), Public Records Act, the Brown Act, and the California Elections Code.
d. Potential Conflicts and Legal Action - For the designated City Attorney and their law firm, address the following:
• Identify all public and private clients for whom the designated City Attorney currently provides services. Identify any foreseeable or potential conflict of interest that could result from such representation and the way proposed to resolve such conflicts.
• Identify all public and private clients for whom the law firm currently provides a significant amount of legal services. Identify any foreseeable or potential conflicts of interest that could results from such representation and the way proposed to resolve such conflicts.
• Identify all situations in the last ten (10) years in which the law firm has been adverse to public entities, either in litigation or administrative matters. • Confirm that neither the designated City Attorney nor any member of the proposed legal team has been the subject of an enforcement action by the Fair Political Practices Commission at any time during legal practice and, if unable to make such confirmation, explain the circumstances pertaining to the same.
• Confirm that neither the designated City Attorney nor any member of the proposed legal team has been the subject of prosecution by the California State Bar at any time during legal practice and, if unable to make such confirmation, explain the circumstances pertaining to the same. • The City reserves the right to make any contractual agreement for the proposed appointment contingent upon the satisfactory completion of a criminal background check for the designated City Attorney.

3. Cost Proposal
Cost proposals should consider the Scope of Services as set forth in Section Ill of this RFP. Describe how Proposer will aid the City in remaining within the City Attorney's Office's adopted budget of $400,000 for Fiscal Year 2022-2023.

Proposals shall be valid for a minimum of 90 days following submission. The system of proposed compensation shall be one of the three format below. The cost proposal must be inclusive of all costs charged to the City. • The law firm or individual proposes an hourly rate(s) for all work, including meeting attendance; or
City of Laguna Niguel, CA - RFP - City Attorney Services Page 19 of 41 • The law firm or individual proposes a billing system where some services (basic services"), such as attendance at City Council meetings or other work, are billed at a fixed cost, such as a per meeting fee, and other services ("special services") are billed at the proposed hourly rate(s); or • The law firm or individual proposes all work is billed at a fixed monthly cost.

4. Client References, Related Experience, and Examples of Work Provide at least five (5) recent municipal client references with contact information.

Specify the client, location, members of the legal team and their roles (e.g., City Attorney, Deputy City Attorney, legal staff), type of work, and other relevant information to allow detailed reference checks. Proposers are responsible for notifying references that City may be contacting them and for providing any waivers or releases the reference requires prior to submitting a proposal.

Provide written samples of an ordinance, resolution, staff report, and litigation memorandum to Council. Provide information on a particularly unique or controversial issue that the firm or individual addressed and how the issue was resolved.

5. Professional Services Agreement
The successful Proposer will be required to enter into a Professional Services Agreement with the City. Please provide a proposed form of agreement for the services. For reference, the City's currently used Professional Services Agreement (Exhibit A) is included with this RFP.

The insurance requirements have been mandated by the City and can be modified only if extraordinary circumstances exist. Submittal of a Proposal shall be deemed acceptance of all the terms set forth in this RFP and the insurance requirements unless the Proposer includes with its Proposal, in writing, any conditions or exceptions requested by the Proposer to the terms of the RFP and/or insurance requirements. The City reserves the right to reject any Proposers) exceptions or proposed revisions to the RFP and/or insurance requirements.

City of Laguna Niguel, CA - RFP - City Attorney Services Page 20 of 41

6. Disclosure
Please disclose any and all past or current business and personal relationships with any current Laguna Niguel elected official, appointed official, City employee, or family member of any current Laguna Niguel elected official, appointed official, or City employee. Any past or current business relationship may not disqualify the firm or individual from consideration.

7. Forms to be Submitted
Please complete and submit the following forms as part of your Proposal:
• Certification Statement (Exhibit B)
• Ex Parte Communications Certification (Exhibit C)
• Disqualification Questionnaire (Exhibit D)

SECTION V - EVALUATION / SELECTION OF PROPOSAL
V-1. CLARIFICATIONS
The City reserves the right to seek written clarification of each Proposal submitted. The City also reserves the right to require other evidence of minimum qualifications, technical, managerial, financial, or other abilities prior to selection.

V-2. PROPOSAL EVALUATION AND SELECTION
The City Council will make a selection based on the evaluation of the written Proposals, evaluation criteria, and interviews. The City Council may elect to interview all Proposers or only the highest ranked Proposers). The City Council will make the final determination of the successful Proposer.

V-2A. EVALUATION CRITERIA
The evaluation and selection process will be based upon consideration of a variety of factors as described below. The City Council or its designee will evaluate and interview the highest-ranked Proposers). The City Council will make the final determination of the successful Proposer.

Emphasis will be placed on the following factors to select the most qualified Proposer:

1. Qualifications and Experience
City of Laguna Niguel, CA - RFP - City Attorney Services Page 21 of 41

2. Proposed Availability

3. Interview

4. Client References

V-2B. INITIAL PROPOSAL REVIEW
The City Council or its designee will initially review and score all responsive written Proposals based upon the Evaluation Criteria set forth in Section V-2A. Proposals that receive the highest evaluation scores may be invited to the next stage of the evaluation process. The City may reject any Proposal in which a Proposal's approach, qualifications, or price is not considered acceptable by the City. An unacceptable Proposal is one that would have to be substantially rewritten to make it acceptable. The City Council may conclude the evaluation process at this point and award to the lowest responsible Proposer. Alternatively, the City Council may elect to negotiate directly with one or more Proposers to obtain the best result for the City prior to making a selection.

V-2C. INTERVIEWS, REFERENCE CHECKS, DISCUSSIONS
Following the initial review of Proposals, Proposers may be invited to participate in an interview. Interviews will be conducted in-person at City Hall in Laguna Niguel. The individual(s) from Proposer's firm or entity that will be directly responsible for carrying out the contract, if awarded, should be present at the interview.

In addition to conducting interviews, the City may during this stage of the evaluation process also contact and evaluate the Proposer's references, contact any Proposer to clarify any response or request revised or additional information, solicit information from any available source concerning any aspect of a Proposal, and seek and review any other information deemed pertinent to the evaluation process.

Selection for award is contingent upon the successful negotiation of final contract terms.

Negotiations shall be confidential and not subject to disclosure to competing Proposers unless an agreement is reached. If contract negotiations cannot be concluded successfully, the City may terminate negotiations and commence negotiations with the next highest scoring Proposer or withdraw the RFP.

City of Laguna Niguel, CA - RFP - City Attorney Services Page 22 of 41 V-3. COMPENSATION
The contract will be negotiated on a not-to-exceed price for services.

City of Laguna Niguel, CA - RFP - City Attorney Services Page 23 of 41

EXHIBIT A - SAMPLE PROFESSIONAL SERVICES AGREEMENT

AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") is made and entered into on _ by and between the City of Laguna Niguel, a municipal corporation, hereinafter the "City", and [Company Name], a hereinafter the "Consultant".

RECIIALS:

The City desires to contract with selected professional consultant to provide legal services required by the City on the terms and conditions set forth in this Agreement.

B. The City circulated a Request for Proposals for the above-described professional services on ,20.

C. Consultant submitted a Proposal to City to provide the above-described professional services dated _ 20_
D. City Staff has reviewed all the Proposals and after considering the demonstrated competence of Consultant, the professional qualifications of Consultant, and the fairness and reasonableness of Consultant's proposed cost, staff has determined that an Agreement to provide the required services should be awarded to Consultant.

E. The City desires to enter into an Agreement with Consultant for the above- described professional services.

AGREEMENI:

NOW, THEREFORE, in consideration of the foregoing Recitals and the mutual promises and covenants herein contained, the parties hereto agree as follows:

1. Services to be Performed by Consultant. Consultant agrees to perform the professional services for City and to prepare and deliver the work products to City, in a manner satisfactory to City, as described in the Scope of Services ("Scope of Services") which is attached hereto as Exhibit "A."
City of Laguna Niguel, CA - RFP - City Attorney Services Page 24 of 41

2. Additional or Different Services. Any proposed changes in the Scope of Services which are the subject of this Agreement shall be made only by written amendment to this Agreement.

3. Term. This Agreement shall become effective on the date stated above and will continue in effect [for a period of _) days thereafter] [or until the work required by this Agreement is completed] subject to termination as provided in paragraph 28, except the indemnification provisions contained in paragraph 19 shall remain in full force and effect after the Agreement is terminated. The Agreement may be extended administratively by the City month to month if the Consultant's performance is satisfactory and it is in the interest of the City.

Payment.

A. Payment for Services. City agrees to pay Consultant for providing the professional services which are described in the Scope of Services, and to pay for those services in the amount and in the manner and at the times set forth in Exhibit "B" (Compensation) for the not to exceed sum of $
B. Invoices. Upon submission of each invoice, if the City is satisfied that Consultant has performed the services described therein, the City shall promptly approve the invoice, in which event, payment shall be made within 30 days of receipt of the invoice by the City. Such approval shall not be unreasonably withheld.

5. Ownership of Documents and Drawings. All original drawings, plans, designs, reports, notes, calculations, maps, and other documents developed during the course of Consultant providing the professional services required by the Scope of Services shall be the property of the City and shall be provided by Consultant to City upon their completion and payment of relevant invoices, or in the event the Agreement is terminated prior to completion, Consultant shall provide all work in progress, subject to payment of relevant invoices. Further, even if this Agreement is terminated, said documents shall be the property of the City and may be used by City as it determines appropriate. Reuse or moditication ot any such documents by the City tor purposes outside of the Scope of Services set forth in this Agreement, without Consultant's written permission, shall be at City's sole risk, and City agrees to indemnify and hold Consultant harmless from all claims, damages, and expenses, including attorney's fees, arising out of such reuse by City or others acting through City; however City shall not be liable for any unauthorized use by third parties.

6. Time is of the Essence. Consultant agrees to perform the services and deliver the work products provided for herein in strict accordance with any schedules set forth in the attached Exhibit "C" (Schedule of Performance). Notwithstanding any other provisions of this Agreement, Consultant shall not have liability for, or be deemed in breach of delays caused by, any factor outside of its reasonable control, including but not limited to natural City of Laguna Niguel, CA - RFP - City Attorney Services Page 25 of 41 disasters, adverse weather, or acts of the City, third parties, or other governmental agencies.

Consultant to Supply Instrumentalities Consultant shall supply all instrumentalities required to perform the services under this Agreement.

Licenses; Standard of Care.

A. Qualifications. Consultant represents and agrees that all personnel engaged by Consultant in performing services are and shall be fully qualified and ar uthorized or permitted under state and local law to perform such services. Consultan represents and warrants to City that it has all licenses, permits, qualifications, and approvals required of its profession to provide the services and work required to be performed by this Agreement. Consultant further represents and warrants that it shall keep in effect all such licenses, permits, and other approvals during the term of this Agreement.

B. Standard of Care. Consultant shall perform the services under this Agreement in a skillful and competent manner. Consultant shall be responsible to City for any errors or omissions in the performance of work pursuant to this Agreement.

Should any errors caused by Consultant be found in such services or products, Consultant shall correct the errors at no additional charge to City by redoing the professional work and/or revising the work products) called for in the Scope of Services to eliminate the errors.

9. Legal Responsibilities. Consultant shall keep itself informed of all State and Federal laws and regulations which may, in any manner, affect those employed by it or in any way affect the performance of its services pursuant to this Agreement. Consultant shall, at all times, observe and comply with all such laws and regulations. City, and its officers and employees, shall not be liable at law or in equity by reason of the failure of Consultant to comply with this paragraph.

10. Non-Assignability. Neither this Agreement nor any rights, title, interest, duties or obligations under this Agreement may be assigned, transferred, conveyed or otherwise disposed of by Consultant without the prior written consent of City.

11. Subcontracting Subject to Approval. Consultant may not subcontract any portion of the work required by this Agreement to other persons or firms unless Consultant first obtains the written consent of City to engage in such subcontracting.

12. Independent Consultant. Consultant is and shall at all times remain as to City a wholly independent contractor. Neither the City nor any of its officers, employees, or agents, shall have control over the conduct of Consultant or any of Consultant's officers, City of Laguna Niguel, CA - RFP - City Attorney Services Page 26 of 41 employees, or agents. Consultant shall not at any time or in any manner represent that it or any of its officers, employees, or agents, are officers, employees, or agents, of the City. Except as specified in writing by City, Consultant shall have no authority, expressed or implied, to act on behalf of City, and Consultant shall have no authority, expressed or implied, to incur any obligation or liability against the City. Consultant shall be responsible for and pay all taxes and other payments for Consultant and its employees for Federal and State income taxes, including withholding of taxes, Social Security, worker's compensation insurance, State disability insurance, unemployment insurance, and all other similar items.

13. Administration. This Agreement will be administered by the Administration Department. The City Manager or his or her designee shall be considered the Project Manager and shall have the authority to act for the City under this Agreement. The Project Manager shall represent the City in all matters pertaining to the services to be rendered pursuant to this Agreement.

14. Progress. Consultant is responsible to keep the Project Manager informed on a regular basis regarding the status and progress of the work being performed pursuant to this Agreement.

15. Cooperation of City. City agrees to comply with all reasonable requests of Consultant and provide access to all documents reasonably necessary for the performance of Consultant's duties under this Agreement.

16. Confidentiality. No news releases, including photographs, public announcements, or confirmations of the same, of any part of the work being performed pursuant to this Agreement shall be made without prior written approval of the City. The information which results from performing the services required by this Agreement is to be kept confidential unless the release of information is authorized by the City.

17. Conflicts of Interest. Consultant represents that it is not currently engaged in and has not contracted to perform work on the behalf of any party or parties whose interests are or would reasonably appear to be adverse to those of City. In the event that Consultant should discover that it has represented, is representing or is being requested to perform work for a party or parties with interests adverse to those of City, Consultant shall immediately notify City in writing of such situation. Said notification requirement shall apply to all work performed by Consultant for another party or parties, with interests adverse to those of City, on a subcontract as well as on a contract or other basis. Further, Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to disclose financial interest that may foreseeably be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. If subject to the Act, Consultant shall comply with all requirements of the Act. Failure to do so constitutes a City of Laguna Niguel, CA - RFP - City Attorney Services Page 27 of 41 material breach and is grounds for termination of this Agreement by the City. Consultant agrees not to provide services within the City boundaries for any other public or private entities without prior written approval from City.

18. Indemnification.

A. General Indemnity. To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, defend, hold harmless and indemnify City and its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent consultant in the role of City officials (collectively "Indemnitees"), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants, attorneys, or other protessionals and all costs associated therewith and the payment of all consequential damages (collectively "Liabilities"), in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant, its officers, agents, servants, employees, subcontractors, materialmen, consultants or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees as determined by court decision or by the Agreement of the Parties.

Consultant shall defend the Indemnitees in any action or actions filed in connection with any Liabilities with counsel of the Indemnitees' choice, and shall pay all costs and expenses, including all attorneys' fees and experts' costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by Indemnitees in connection therewith.

B. Subconsultants. Consultant shall obtain executed indemnity Agreements with provisions identical to those in this Section from each and every subconsultant or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement.

C. Insurance Requirements not Limiting. City does not, and shall not, waive any rights that it may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. The indemnities in this Section shall apply regardless of whether or not any insurance policies are determined to be applicable to the Liabilities, tax, assessment, penalty or interest asserted against City.

Survival and Offset. The provisions of this Section 19 shall survive the termination of this Agreement. City may offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this subparagraph.

City of Laguna Niguel, CA - RFP - City Attorney Services Page 28 of 41

19. Liability Insurance.

A. Insurance Policies. Without limiting Consultant's indemnification of City as described in paragraph 19, Consultant shall obtain and provide and maintain at its own expense during the term of this Agreement policy or policies of liability insurance of the type and amounts described below and satisfactory to the City Attorney. Such policies shall be signed by a person authorized by that insurer to bind coverage on its behalf and must be filed with the City prior to exercising any right or performing any work pursuant to this Agreement.

B. Named Additional Insured. The City of Laguna Niguel and its Council members, officers, officials, employees, agents, and volunteers shall be named as additional insureds under the policies required by subparagraphs General and Auto Insurances for all liability arising from Consultant's performance of services pursuant to this Agreement. This insurance shall be primary to any insurance maintained by the City. City insurance shall not contribute to any judgment rendered against the City.

C. Insurance Coverage. Prior to the commencement of any services hereunder, Consultant shall provide to City certificates of insurance with original endorsements, and copies of policies, if requested by City, of the following insurance coverage:
1) General Liability Insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. 2) Automobile Liability Insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident.

Professional Liability (errors & omissions) Insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement.

City of Laguna Niguel, CA - RFP - City Attorney Services Page 29 of 41 4) Workers' Compensation Insurance. Consultant shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least $1,000,000). Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers.
5) Cyberliability Insurance. Consultant shall maintain cyberliability insurance in the amount of $5,000,000.00 per occurrence providing protection against claims and liabilities arising from: (i) errors and omissions in connection with maintaining security of City Data; (i) data breach including theft, destruction, and/or unauthorized use of City Data; (iii) identity theft; and (iv) violation of privacy rights due to a breach of City Data.

D. Waiver of subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City and shall require similar written express waivers and insurance clauses from each of its subconsultant.

E. Duration of coverage. 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 Consultant, his agents, representatives, employees or subcontractors.

F. Primary/noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the City before the City's own insurance or self-insurance shall be called upon to protect it as a named insured.

G. City's rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.

H. Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of City of Laguna Niguel, CA - RFP - City Attorney Services Page 30 of 41 insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager.

I. Enforcement of contract provisions (non estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of noncompliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder.

J. Requirements not limiting. Requirements of specific coverage features, or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

K. Notice of cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage.

Additional insured status. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies.

M. Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing.

N Separation of Insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer's limits of liability. The policy(ies) shall not contain any cross-liability exclusions.

O. Pass Through Clause. Consultant agrees to ensure that its subcontractor, subcontractors, and any other party involved with the project who is brought onto or involved City of Laguna Niguel, CA - RFP - City Attorney Services Page 31 of 41 in the project by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all Agreements with consultants, subconsultant, and others engaged in the project will be submitted to City for review.

P. City's right to revise specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to Consultant, the City and Consultant may renegotiate Consultant's compensation.

Q. Self-insured retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City.

R. Timely notice of claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.

Additional insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work.

20. Nondiscrimination by Consultant. Consultant represents and agrees that Consultant, its affiliates, subsidiaries, or holding companies do not and will not discriminate against any subcontractor, consultant, employee, or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or any protected class or basis prohibited by law. Such nondiscrimination shall include, but not be limited to, the following: employment, upgrading, demotion, transfers, recruitment, recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship.

21. City's Rights to Employ Other Consultants. City reserves the right to employ other consultants in connection with the subject matter of the Scope of Services.

City of Laguna Niguel, CA - RFP - City Attorney Services Page 32 of 41

22. Consultant's Records. Consultant shall keep records and invoices in connection with it work performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records.

Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.

23. Notices. Every notice, demand or request (hereinafter described in this Section as a "Notice") that is given by either party to the other under or in connection with this Agreement shall be in writing, and shall be given: (i) by email, to the applicable email address specified below; or (ii) by United States certified mail, postage prepaid, return receipt requested, or by same-day or overnight reputable private courier, addressed to the party to be served at its address below. Either party may change its email address for Notices, or its address for Notices, by a Notice given in accordance with this Section. Notices shall be deemed to have been delivered: (i) if sent by email, on the next business day, provided the sender's email system confirms has been delivered or does not indicate that delivery did not occur, as applicable; (ii) if sent by certified mail, three (3) days after deposit into the U.S. mail; and (iii) if sent by private courier, one business day after deposit with the courier for overnight delivery (unless the delivery service indicates to the sender that delivery has not occurred, in which case delivery shall be deemed to occur when the delivery service indicates to the sender that it has actually occurred).

CITY: City of Laguna Niguel
Attn: City Manager
30111 Crown Valley Parkway
Laguna Niguel, CA 92677
Email:

CONSULTANT: Company Name
Attn: Name
Business Mailing Address
City, State, Zip Code
Email:

24. Entire Agreement. This Agreement supersedes any and all Agreements, either oral or written, between the parties hereto with respect to the rendering of services described in Scope of Services hereto by Consultant for City and contains all of the covenants and Agreements between the parties with respect to the rendering of such services. Each party to this Agreement acknowledges that no representations, inducements, promises, or Agreements, orally or otherwise, have been made with regard City of Laguna Niguel, CA - RFP - City Attorney Services Page 33 of 41 to such services by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other Agreement, statement, or promise regarding such services not contained in this Agreement shall be valid or binding. Any modification or amendment of this Agreement will be effective only if it is in writing and signed by both parties to this Agreement.

25. Exhibits. The Exhibits referenced in this Agreement are attached hereto and incorporated herein by this reference as though set forth in full in the Agreement.

26. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California. Any legal action in which enforcement of the terms and conditions of this Agreement is requested, or in which it is alleged that a breach of this Agreement has taken place, shall be filed and prosecuted in the County of Orange, California.

27. Termination. City may terminate this Agreement, without cause or penalty, by providing written notice to Consultant that the Agreement is terminated. Said written notice shall be provided at least fifteen (15) days in advance of the termination date.

Unless terminated as provided herein, this Agreement shall continue in effect for the period set forth in Section 3.

28. Breach of Agreement. If Consultant defaults in the performance of any of the terms or conditions of this Agreement, it shall have ten (10) days after service upon it of written notice of such default in which to cure the default by rendering a satisfactory performance.

In the event that Consultant fails to cure its default within such period of time, City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity, or under this Agreement. The failure of City to object to any default in the performance of the terms and conditions of this Agreement shall not constitute a waiver of either that term or condition or any other term or condition of this Agreement.

29. Attorney Fees. If any legal proceeding, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorney's fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled.

30. Severability. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.

31. Successors and Assigns. The terms and conditions of this Agreement shall be binding on the successors and assigns of the parties to this Agreement.

City of Laguna Niguel, CA - RFP - City Attorney Services Page 34 of 41 Authority to Sign. The person(s) executing this Agreement on behalf of Consultant warrants and represents that they the authority to execute this Agreement on behalf of Consultant and have the authority to bind Consultant to the performance of the obligations hereunder.

City of Laguna Niguel, CA - RFP - City Attorney Services Page 35 of 41 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
"CITY"

CITY OF LAGUNA NIGUEL
By: _
Tamara S. Letourneau
City Manager
ATTEST:

City Clerk
"CONSULTANT"

COMPANY NAME
By:_
Print Name:

Title:

By:_
Print Name:

Title:

City of Laguna Niguel, CA - RFP - City Attorney Services Page 36 of 41 EXHIBIT "A"

SCOPE OF SERVICES
City of Laguna Niguel, CA - RFP - City Attorney Services Page 37 of 41 EXHIBIT "B"

COMPENSATION
[The method of compensation may include: (i) a lump sum payment upon completion of the services, (i) payment in accordance with specified tasks or the percentage of completion of the services, (iii) payment for time and materials based upon Consultant's rates, provided that time estimates are provided for the performance of sub tasks, but not exceeding the not-to-exceed sum or (iv) such other methods as may be agreed upon between the parties.]
City of Laguna Niguel, CA - RFP - City Attorney Services Page 38 of 41

EXHIBIT B - CERTIFICATION STATEMENT
All Proposals must include this certification statement, signed by a duly constituted official legally authorized to bind Proposer to both its Proposal and cost schedule.

1. Proposer did not, in any way, collude, conspire or agree, directly or indirectly, with any person, firm, corporation or other Proposer in regard to the amount, terms, or conditions of this proposal.

2. Proposer additionally certifies that neither Proposer nor its principals are presently disbarred, suspended, proposed for disbarment, declared ineligible or voluntarily excluded from participation in this transaction by any federal department or agency, any California State agency, or any local government agency.

3. Proposer acknowledges that all requests for deviations, exceptions, and approved equals are enclosed herein and that only those deviations, exceptions, and approved equals included in the RFP document or permitted by formal addenda are accepted by the City.

4. Proposer did not receive unauthorized information from any City staff member or City Councilman during the Proposal period except as provided for in the Request for Proposals or formal addenda issued by the City.

5. Proposer certifies that they do not discriminate in employment of any person because of race, sex, color, religion, religious creed, national origin, ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic information, sexual orientation, gender expression, gender identity, military and veteran status, or ethnic background; and that they are in compliance with all Federal, State and local laws, directives and executive orders regarding nondiscrimination in employment.

6. Proposer hereby certifies that the information contained in the proposal and all accompanying documents is true and correct.

Proposer's Signature Date
Print Name Title
City of Laguna Niguel, CA - RFP - City Attorney Services Page 39 of 41

EXHIBIT C - EX PARTE COMMUNICATIONS CERTIFICATION

EX PARTE COMMUNICATIONS CERTIFICATION
Please indicate by signing below one of the following two statements. Only sign one statement.

Statement One
I certify that Proposer and Proposer's representatives have not had any communication with a City Councilmember concerning the RFP for City Attorney Services at any time after August 3, 2022.

Proposer's Signature Date
Print Name Title
-OR-
Statement Two
I certify that Proposer and Proposer's representatives have communicated after August 3, 2022, with a City Councilmember concerning the RFP for City Attorney Services. A copy of all such communications is attached to this form for public distribution.

Proposer's Signature Date
Print Name Title
City of Laguna Niguel, CA - RFP - City Attorney Services Page 40 of 41

EXHIBIT D - DISQUALIFICATION QUESTIONNAIRE

DISQUALIFICATION QUESTIONNAIRE
The Consultant shall complete the following questionnaire:

Has the Proposer, any officer of the Proposer, or any employee of the Proposer who has proprietary interest in the Proposer, ever been disqualified, removed, or otherwise prevented from bidding on, or completing a federal, state, or local government project because of a violation of law or safety regulation? Yes No.

If the answer is yes, explain the circumstances in the following space:

City of Laguna Niguel, CA - RFP - City Attorney Services Page 41 of 41

Laguna Niguel City CouncilAugust 2, 2022

Laguna Niguel City Council
August 2, 2022