City of Sacramento
City Council - 2PM Report
915 I Street Sacramento, CA 95814
www.cityofsacramento.org
File ID: 2025-01259 6/24/2025
Approve Agreement to Provide Legal Services to the Sacramento Public Library Authority File ID: 2025-01259
Location: Citywide
Recommendation: Adopt a Resolution: 1) authorizing the City Attorney to execute a professional services agreement (PSA) with the Sacramento Public Library Authority for legal services from July 1, 2025, through June 30, 2028, as well as two, one-year options to extend the agreement through Fiscal Year (FY)2029/30, with revenues not to exceed $120,000 per year; 2) acknowledging the conflict-waiver request and consenting to the representation; and 3) authorizing the Interim City Manager or designee to execute any associated budget adjustments for the additional revenue to be included in the City Attorney’s Office budget.
Contact: Jennifer Gore, Senior Deputy City Attorney, (916) 808-5346, Office of the City Attorney Presenter: None
Attachments:
1-Description/Analysis
2-Resolution
3-Professional Services Agreement
4-Conflict Waiver Request and Acknowledgment
Description/Analysis
Issue Detail: The Sacramento City Attorney’s Office has provided legal counsel to the Sacramento Public Library Authority (Library) under contract since FY2009/10. In April 2025, the Library issued a Request for Proposals for Library Counsel, and on May 22, 2025, based on the recommendation of the proposal review committee, the Library’s Board of Directors approved a new contract with the Sacramento City Attorney’s Office for general counsel services. At this time, the City Attorney’s Office seeks City Council approval to enter into the PSA to provide legal services from FY2025/26 through FY2027/28, and the delegated authority to agree extend the agreement for two additional fiscal years, through FY2029/30.
File ID: 2025-01259 6/24/2025
Under the agreement, the Library would pay the City a flat rate each month for up to 35 hours of legal services each month ($90,300 in FY2025/26), with additional services in excess of the 35 hours per month billed at a rate of $215 per hour in FY2025/26, up to a total not to exceed of $120,000 per year for each fiscal year. Hourly rates and the flat rate billed monthly would escalate approximately 2.5% annually.
Policy Considerations: Providing high quality, cost effective professional services to the Library increases the efficiency of Library operations and benefits the community, thereby enhancing the livability of the City.
Economic Impacts: None.
Environmental Considerations: No environmental review is necessary because the recommendations in this report involve the provision of legal services, which is not considered to be a project in accordance with Section 15378(b)(2) of the California Environmental Quality Act guidelines.
Sustainability: Not applicable.
Commission/Committee Action: Not applicable.
Rationale for Recommendation: The Library, of which the City is a member agency, requires legal services. For the past sixteen years the Sacramento City Attorney’s Office has provided those services. Under the professional services agreement, a member of the City Attorney’s Office serves as Authority Counsel, providing day-to-day legal advice and attending Authority Board and committee meetings. The continued use of the City Attorney’s Office will provide the Authority with high quality public agency legal services, thus meeting the need of a vital community asset - public libraries.
Financial Considerations: The Library will pay the City a flat rate each month for up to 35 hours of legal services each month ($90,300 in FY 2025/26), with additional services in excess of the 35 hours per month billed at a rate of $215 per hour in FY2025/26, up to a total not to exceed of $120,000 per year for each fiscal year. Hourly rates and the flat rate billed monthly will escalate approximately 2.5% annually.
Legal services for the Library have been included in the City Attorney annual operating budget in the amount of $52,000. Revenues in excess of $52,000 per year will be added to the City Attorney’s Office budget.
Local Business Enterprise (LBE): Not applicable.
RESOLUTION NO. 2025-
Adopted by the Sacramento City Council
APPROVAL OF PROFESSIONAL SERVICES AGREEMENT WITH THE
SACRAMENTO PUBLIC LIBRARY AUTHORITY FOR THE PROVISION OF LEGAL
SERVICES
BACKGROUND
A. Since July 1, 2009, the City Attorney’s Office has been providing legal services to the Sacramento Public Library Authority (“Library”). The most recent contract for legal services expires June 30, 2025.
B. The City Attorney’s Office has offered, subject to City Council approval, to continue to provide legal services to the Library as follows: the Library will pay the City a flat monthly rate of $7,525 for up to 35 hours of legal service, with legal services in excess of 35 hours per month billed and paid at $215 per hour (Fiscal Year [FY] 2025/26). Hourly rates and the flat monthly rate will escalate approximately 2.5% annually. If approved, the term of the legal services agreement will be from July 1, 2025, through June 30, 2028, with two one-year options to extend the agreement through June 30, 2030.
C. On May 22, 2025, after a competitive selection process, the Authority authorized the Library’s CEO to execute a Professional Services Agreement with the City for legal services in accordance with the terms set forth above.
D. Legal services for the Library are budgeted in the City Attorney’s operating budget in the amount of $52,000 each year.
BASED ON THE FACTS SET FORTH IN THE BACKGROUND, THE CITY COUNCIL RESOLVES AS FOLLOWS:
Section 1. The City Attorney is authorized to execute the Professional Services Agreement with the Sacramento Public Library Authority, attached to this Resolution as Exhibit A, and any subsequent amendments required for the provision of legal services through FY2029/30.
Section 2. The Council hereby acknowledges the conflict-of-interest disclosure provided by the City Attorney’s Office (Exhibit B) and consents to the representation despite such disclosure. The Mayor or designee is authorized to execute the Consent to Representation on behalf of the City Council.
Section 3. The Interim City Manager or designee is authorized to execute any associated budget adjustments for the additional revenue to be included in the City Attorney’s Office budget.
Table of Contents:
Exhibit A: Professional Services Agreement
Exhibit B: Conflict Waiver Request and Acknowledgment
SACRAMENTO PUBLIC LIBRARY AUTHORITY
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made at Sacramento, California, as of ___ _July 1, 2025_____, by and between the SACRAMENTO PUBLIC LIBRARY AUTHORITY , a joint powers authority (“AUTHORITY”), and
City of Sacramento
915 I Street, Fourth Floor
Sacramento, CA 95814
PH 916-808-5346
FAX 916-808-7455
www.cityofsacramento.org/cityattorney
(“CONTRACTOR”), who agree as follows:
1. Services. Subject to the terms and conditions set forth in this Agreement, CONTRACTOR shall provide to AUTHORITY the services described in Exhibit A. CONTRACTOR shall provide said services at the time, place, and in the manner specified in Exhibit A. CONTRACTOR shall not be compensated for services outside the scope of Exhibit A unless prior to the commencement of such services: (a) CONTRACTO R notifies AUTHORITY and AUTHORITY agrees that such services are outside the scope of Exhibit A; (b) CONTRACTOR e stimates the additional compensation required for these additional services; and (c) AUTHORITY, after notice, approves in writing a Supplemental Agreement specifying the additional services and amount of compensation for them . AUTHORITY shall have no obligations whatsoever under this Agreement and/or any Supplemental Agreement, unless and until this Agreement or any Supplemental Agreement is approved by the AUTHORITY Board or the Library Director, as required by the Authority’s Procurement Policy.
2. Payment. AUTHORITY shall pay CONTRACTOR for services rendered pursuant to this Agreement at the times and in the manner set forth in Exhibit B. The payments specified in Exhibit B shall be the only payments to be made to CONTRACTOR for the services rendered pursuant to thi s Agreement unless pursuant to Section 1, above, AUTHORITY approves additional compensation for additional services.
CONTRACTOR shall submit all billings for said services to AUTHORITY in the manner specified in Exhibit B, or, if not s pecified in Exhibit B, according to the usual and customary procedures and practices that CONTRACTOR uses for billing clients similar to AUTHORITY.
3. Facilities and Equipment. Except as set forth in Exhibit C, CONTRACTOR shall, at its sole cost and expense, furnish all facilities and equipment that may be required for furnishing services pursuant to this Agreement. AUTHORITY shall furnish to CONTRACTOR only the facilities and equipment listed in Exhibit C according to any terms and conditions set forth in Exhibit C.
4. General Provisions. The General Provisions set forth in Exhibit D that include indemnity and insurance requirements are part of this Agreement. In the event of any conflict between the General Provisions and any terms or conditions of any document prepared or provided by CONTRACTOR and made a part of this Agreement, including without limitation any document relating to the scope o f services or payment therefor, the General Provisions shall control over said terms or conditions.
5. AUTHORITY Representative. The AUTHORITY Representative specified in Exhibit A, or the Representative’s designee, shall administer this Agreement for AUTHORITY.
6. Authority. The person signing this Agreement for CONTRACTOR hereby represents and warrants that he/she is fully authorized to sign this Agreement on behalf of CONTRACTOR and to bind CONTRACTOR to the performance of its obligations hereunder.
7. Exhibits. All exhibits referred to herein are attached hereto and are by this reference incorporated as if set forth fully herein.
Executed as of the day and year first above stated.
Executed as of (Date of Board Approval)
SACRAMENTO PUBLIC LIBRARY AUTHORITY
A Joint Powers Agency
By: ___________________________________
Peter D. Coyl, Library Director/CEO
Date: _________________
If over $50k, Board Action Number and Date:
_Agenda Item No. 6.3___RES 25-27 May 22, 2025_
APPROVED TO AS FORM:
By: ___________________________________
Jennifer V. Gore, Authority Counsel
Date: _________________
Initiated by: __________________________________
Jarrid Keller, Deputy Director
Date: _________________
CONTRACTOR
City of Sacramento
By: __________________________________
Signature
__Susana Alcala Wood__________________
Print Name
Title: _City Attorney_________ ___________
Date: ________________
________________________________
Federal I.D. No.
________________________________
State I.D. No.
________________________________
City of Sacramento Business Op. Tax Cert. No.
(if applicable)
TYPE OF BUSINESS ENTITY (check one):
____ Individual/Sole Proprietor
____ Partnership
___ Corporation
____ Limited Liability Company
_x___ Other (please specify: _Municipal Corporation _)
Attachments
Exhibit A - Scope of Services
Exhibit B - Fee Schedule/Manner of Payment
Exhibit C - Facilities/Equipment Provided
Exhibit D - General Provisions
EXHIBIT A
PROFESSIONAL SERVICES AGREEMENT
SCOPE OF SERVICES
1. Representatives.
The AUTHORITY Representative for this Agreement is:
Peter D. Coyl, Director/CEO
828 I Street
Sacramento, CA 95814
916-264-2830
[email protected]
All CONTRACTOR questions pertaining to this Agreement shall be referred to the AUTHORITY Representative or the Representative’s designee.
The CONTRACTOR Representative for this Agreement is:
Kourtney Burdick, Supervising Deputy City Attorney
915 I Street
Sacramento, CA 95814
(916) 808-5346
[email protected]
All AUTHORITY questions pertaining to this Agreement shall be referred to the CONTRACTOR Representative. All correspondence to CONTRACTOR shall be addressed to the address set forth on page one of this Agreement. Unless otherwise provided in this Agreement, all corre spondence to the AUTHORITY shall be addressed to the AUTHORITY Representative.
2. Insurance. Insurance requirements are specified in Exhibit D, Section 11. The Library accepts the City ’s letter of self-insurance, attached as Attachment 1 to Exhibit D.
3. Conflict of Interest Requirements.
A. Generally. Under the California Political Reform Act, Government Code §§ 81000 et seq., designated employees of the AUTHORITY are required to comply with the AUTHORITY’s Confli ct of Interest Code. The term “designated employees” is a term of art and includes individuals who are working for contractors who are providing services or performing work for the AUTHORITY and who are considered to be “consultants” under the Political Reform Act. The term “consultant” generally includes individuals who make, or participate in making, governmental decisions or who serve in a staff capa city. Individuals who perform work that is solely clerical, ministerial, manual or secretarial are not “consultants.”
T
he AUTHORITY’s Conflict of Interest Code requires designated employees, including individuals who qualify as “consultants”, to file the following statements of economic interests:
(1) A
n “assuming office” statement of economic interests to be filed within 30 days after execution of the agreement between the AUTHORITY and the contractor; (2
) Annual statements of economic interests while the agreement remains in effect, to b e f
iled not later than April 30 of each year; and
(3
) A “leaving office” statement of economic interests to be filed within 30 days of completion of the contract.
T
he above statements of economic interests are public records subject to public disclosure under the California Public Records Act.
T
he AUTHORITY’s Conflict of Interest Code also requires individuals who qualify as “consultants” under the Political Reform Act to comply with the conflict of interest provisions of the Political Reform Act, which generally prohibit individuals from making or participa ting in the making of decisions that will have a material financial effect on their economic interests.
B
. Conflict of Interest Statements. The individual(s) who will provide services pursuant to this Agreement are “consultants” within the meaning of the Political Reform Act and the AUTHORITY’s Conflict of Interest Code: __X___ yes ____ no [check one] I
f “yes” is checked above, CONTRACTOR shall cause the following to occur within 30 days after execution of this Agreement:
(1
) Identify the individuals who will provide services or perform work under this Agreement as “consultants”;
(2
) Cause these individuals to file with the AUTHORITY Representative the “assuming office” statements of economic interests required by the AUTHORITY’s Conflict of Interest Code.
T
hereafter, throughout the term of the Agreement, CONTRACTOR shall cause these individuals to file with the AUTHORITY Representative annual statements of economic interests, and “leaving office” statements of economic interests, as required by the AUTHORITY’s Conflict of Interest Code. The AUTHORITY may withhold all or a portion of any payment due under this Agreement until all required statements are filed.
4. Scope of Services. The services provided shall be as set forth in Attachment 1 to Exhibit A and Attachment 2 to Exhibit A, attached hereto and incorporated herein.
5. Time of Performance. The services described herein shall be provided for a t hree (3) year period, beginning July 1, 2025 through June 30, 2028, with the possibility of two additional one-year renewals through June 30, 2030, subject to the mutual agreement of the parties.
EXHIBIT B
PROFESSIONAL SERVICES AGREEMENT
FEE SCHEDULE/MANNER OF PAYMENT
1. CONTRACTOR’s Compensation. The total of all fees paid to the CONTRACTOR for the performance of all services set forth in Exhibit A, including normal revisions (hereafter the “Services”), and for all authorized Reimbursable Expenses, shall not exceed the total sum of $_600,000___.
2. Billable Rates. CONTRACTOR shall be paid for the performance of Services on an hourly rate, daily rate, flat fee, lump sum or other basis, as set forth in Attachment 1 to Exhibit B, attached hereto and incorporated herein.
3. CONTRACTOR’s Reimbursable Expenses. Reimbursable Expenses shall be limited to actual expenditures of CONTRACTOR for expenses that are necessary for the proper completion of the Services and shall only be payable if specifically authorized in advance by AUTHORITY.
4. Payments to CONTRACTOR.
A. Payments to CONTRACTOR shall be made within a reasonable time after receipt of CONTRACTOR’s invoice, said payments to be made in proportion to services performed or as otherwise specified in Attachment 1 to Exhibit B. CONTRACTOR may request payment on a monthly basis. CONTRACTOR shall be responsible for the cost of supplying all documentation necessary to verify the monthly billings to the satisfaction of AUTHORITY.
B. All invoices submitted by CONTRACTOR shall contain the following information:
(1) Job Name
(2) Description of services billed under this invoice and overall status of project (3) Date of Invoice Issuance
(4) Sequential Invoice Number
(5) AUTHORITY’s Purchase Order Number if applicable
(6) Total Contract Amount
(7) Amount of this Invoice (Itemize all Reimbursable Expenses) (8) Total Billed to Date
(9) Total Remaining on Contract
(10) Updated project schedule. This shall identify those steps that shall be taken to bring the project back on schedule if it is behind schedule.
C. Items shall be separated into Services and Reimbursable Expenses. Billings that do not conform to the format outlined above shall be returned to CONTRACTOR for correction. AUTHORITY s hall not be responsible for delays in payment to CONTRACTOR resulting from CONTRACTOR’s failure to comply with the invoice format described below.
D. Requests for payment shall be sent to:
Sacramento Public Library
828 I Street
Sacramento, CA 95814
(916) 264-2753 Phone
(916) 264-2852 Fax
Attn: Finance Department
5. Additional Services. Additional Services are those services related to the scope of services of CONTRACTOR set forth in Exhibit A but not anticipated at the time of execution of this Agreement.
Additional Services shall be provided only when a Supplemental Agreement authorizing such Additional Services is approved by AUTHORITY in accordance with AUTHORITY’s Supplemental Agreement procedures. AUTHORITY reserves the right to perform any Additional Services with its own staff or to retain other contractors to perform said Additional Services.
6. Accounting Records of CONTRACTOR. During performance of this Agreement and for a period of three years after completing all Services and Additional Services hereunder, CONTRACTOR shall maintain all accounting and financial records related to this Agreement, including, but not limited to, r ecords of CONTRACTOR’s costs for all Services and Additional Services performed under this Agreement and records of CONTRACTOR’s Reimbursable Expenses, in accordance with generally accepted accounting practices, and shal l keep and make such records available for inspection and audit by representatives of the AUTHORITY upon reasonable written notice.
7. Taxes. CONTRACTOR shall pay, when and as due, any and all taxes incurred as a result of CONTRACTOR’s compensation hereunder, including estimated taxes, and shall provide AUTHORITY with proof of such payment upon request. CONTRACTOR hereby agrees to indemnify AUTHORITY for any claims, losses, costs, fees, liabilities, damages or injuries suffered by AUTHORITY arising out of CONTRACTOR’s breach of this Section 7.
EXHIBIT C
PROFESSIONAL SERVICES AGREEMENT
FACILITIES AND EQUIPMENT TO BE PROVIDED BY AUTHORITY
AUTHORITY shall [check one] x Not furnish any facilities or equipment for this Agreement; or
furnish the following facilities or equipment for the
Agreement [list, if applicable]:
EXHIBIT D
PROFESSIONAL SERVICES AGREEMENT
GENERAL PROVISIONS
1. Independent Contractor .
A. It is understood and agreed that CONTRACTOR (including CONTRACTOR’s employees) is an independent contractor and that no relationship of employer -employee exists between the parties hereto for any purpose whatsoever. Neither CONTRACTOR nor CONTRACTOR’s assigned personnel shall be entitled to any benefits payable to employees of AUTHORITY. AUTHORITY is not required to make any deductions or withholdings from the compensation payable to CONTRACTOR under the provisions of this Agreement, and CONTRACTOR shall be issued a Form 1099 for its services hereunder. As an independent contractor, CONTRACTOR hereby agrees to indemnify and hold AUTHORITY harmless from any and all claims that may be made against AUTHORITY based upon any contention by any of CONTRACTOR’s employees or by any third party, including but not limited to any state or federal agency, that an employer -employee relationship or a substitute therefor exists for any purpose whatsoever by reason of this Agreement or by reason of the nature and/or performance of any Services under this Agreement. (As used in this Exhibit D, the term “Services” shall include both Services and Additional Services as such terms are defined elsewhere in this Agreement.)
B. It is further understood and agreed by the parties hereto that CONTRACTOR, in the performance of its obligations hereunder, is subject to the control and direction of AUTHORITY as to the designation of tasks to be performed and the results to be accomplished under this Agreement, but not as to the means, methods, or sequence used by CONTRACTOR for accomplishing such results. To the extent that CONTRACTOR obtains permission to, and does, use AUTHORITY facilities, space, equipment or support services in the performance of this Agreement, this use shall be at the CONTRACTOR’s sole discretion based on the CONTRACTOR’s determination that such use will promote CONTRACTOR’s efficiency and effectiveness. Except as may be specifically provided elsewhere in this Ag reement, the AUTHORITY does not require that CONTRACTOR use AUTHORITY facilities, equipment or support services or work in AUTHORITY locations in the performance of this Agreement.
C. If, in the performance of this Agreement, any third persons are employed by CONTRACTOR, such persons shall be entirely and exclusively under the direction, supervision, and control of CONTRACTOR. Except as may be specifically provided elsewhere in this Agreement, all terms of employment, including hours, wages, working conditions, discipline, hiring, and discharging, or any other terms of employment or requirements of law, shall be determined by CONTRACTOR. It is further understood and agreed that CONTRACTOR shall issue W-2 or 1099 Forms for income and employment tax purposes, for all of CONTRACTOR’s assigned personnel and subcontractors.
D. The provisions of this Section 1 shall survive any expiration or termination of this Agreement. Nothing in this Agreement shall be construed to create an exclusive relationship between AUTHORITY and CONTRACTOR. CONTRACTOR may represen t, perform services for, or be employed by such additional persons or companies as CONTRACTOR sees fit provided that CONTRACTOR does not violate the provisions of
Section 5, below.
2. Licenses; Permits, Etc. CONTRACTOR represents and warrants that CONTRACTOR has all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required for CONTRACTOR to practice its profession or provide any services under the Agreement.
CONTRACTOR represents and warrants that CONTRACTOR shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement any licenses, permits, and approvals that are legally required for CONTRACTOR to pr actice its profession or provide such Services. Without limiting the generality of the foregoing, if CONTRACTOR is an out -of-state corporation, CONTRACTOR warrants and represents that it possesses a valid certificate of qualification to transact business in the State of California issued by the California Secretary of State pursuant to Section 2105 of the California Corporations Code.
3. Time. CONTRACTOR shall devote such time and effort to the performance of Services pursuant to this Agreement as is necessary for the satisfactory and timely performance of CONTRACTOR’s obligations under this Agreement. Neither party shall be considered in default of this Agreement, to the extent that party’s performance is prevented or delayed by any cause, present or future, that is beyond the reasonable control of that party.
4. CONTRACTOR Not Agent. Except as AUTHORITY may specify in writing, CONTRACTOR and CONTRACTOR’s personnel shall have no authority, express or implied, to act on behalf of AUTHORITY in any capacity whatsoever as an agent. CONTRACTOR and CONTRACTOR’s personnel shall have no authority, express or implied, to bind AUTHORITY to any obligations whatsoever.
5. Conflicts of Interest. CONTRACTOR covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, that would conflict in any manner with the interests of AUTHORITY or that would in any way hinder CONTRACTOR’s performance of Services under this Agreement. CONTRACTOR further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor, without the written consent of AUTHORITY. CONTRACTOR agrees to avoid conflicts of interest or the appearance of any conflicts of interest with the interests of AUTHORITY at all times during the performance of this Agreement.
6. Confidentiality of AUTHORITY Information. During performance of this Agreement, CONTRACTOR may gain access to and use AUTHORITY information regarding inventions, machinery, products, prices, apparatus, costs, discounts, future plans, business affairs, governmental affairs, processes, trade secrets, technical matters, systems, facilities, customer lists, product design, copyright, data, and other vital information (hereafter collectively referred to as “AUTHORITY Information”) that are valuable, special and unique assets of the AUTHORITY.
CONTRACTOR agrees to protect all AUTHORITY Information and treat it as strictly confidential, and further agrees that CONTRACTOR shall not at any time, either directly or indirectly, divulge, disclose or communicate in any manner any AUTHORITY Information to any third party without the prior written consent of AUTHORITY. In addition, CONTRACTOR shall comply with all AUTHORITY policies governing the use of the AUTHORITY network and technology systems . A violation by CONTRACTOR of this Section 6 shall be a material violation of this Agreement and shall justify legal and/or equitable relief.
7. CONTRACTOR Information.
A. AUTHORITY shall have full ownership and control, including ownership of any copyrights, of all information prepared, produced, or provided by CONTRACTOR pursuant to this Agreement. In this Agreement, the term “information” shall be construed to mean and include: any and all work product, submittals, reports, plans, specifications, and other deliverables consisting of documents, writings, handwritings, typewriting, printing, photostatting, photographing, computer models, and any other computerized data and every oth er means of recording any form of information, communications, or representation, including letters, works, pictures, drawings, sounds, or symbols, or any combination thereof. CONTRACTOR shall not be responsible for any unauthorized modification or use of such information for other than its intended purpose by AUTHORITY.
B. CONTRACTOR shall fully defend, indemnify and hold harmless AUTHORITY, its officers and employees, and each and every one of them, from and against any and all claims, actions, lawsuits or other proceedings alleging that all or any part of the information prepared, produced, or provided by CONTRACTOR pursuant to this Agreem ent infringes upon any third party’s trademark, trade name, copyright, patent or other intellectual property rights. AUTHORITY shall make reasonable efforts to notify CONTRACTOR not later t han ten days after AUTHORITY is served with any such claim, action, lawsuit or other proceeding, provided that AUTHORITY’s failure to provide such notice within such time period shall not relieve CONTRACTOR of its obligations hereunder, which shall survive any termination or expiration of this Agreement.
C. All proprietary and other information received from CONTRACTOR by AUTHORITY , whether received in connection with CONTRACTOR’s proposal to AUTHORITY or in connection with any Services performed by CONTRACTOR, will be disclosed upon receipt of a request for disclosure, pursuant to the California Public Records Act; provided, however, that, if any information is set apart and clearly marked “trade secret” when it is provided to AUTHORITY, AUTHORITY shall give notice to CONTRACTOR of any request for the disclosure of such information. The CONTRACTOR shall then have five (5) days from the date it receives such notice to enter into an agreement with the AUTHORITY , satisfactory to the AUTHORITY Counsel, providing for the defense of, and complete indemnification and reimbursement for all costs (including plaintiff’s attorney fees) incurred by AUTHORITY in any legal action to compel the disclosure of such information under the California Public Records Act. The CONTRACTOR shall have sole responsibility for defense of the actual “trade secret” designation of such information.
D. The parties understand and agree that any failure by CONTRACTOR to respond to the notice provided by AUTHORITY and/or to enter into an agreement with AUTHORITY, in accordance with the provisions of subsection C, above, shall constitute a complete waiver by CONTRACTOR of any rights regarding the information designated “trade secret” by CONTRACTOR, and such information shall be disclosed by AUTHORITY pursuant to applicable procedures required by the Public Records Act.
8. Standard of Performance. CONTRACTOR shall perform all Services required pursuant to this Agreement in the manner and according to the standards currently observed by a competent practitioner of CONTRACTOR’s profession in California. All products of whatsoever nature that CONTRACTOR delivers to AUTHORITY pursuant to this Agreement shall be prepared in a professional manner and conform to the standards of quality normally observed by a person
currently practicing in CONTRACTOR’s profession, and shall be provided in accordance with any schedule of performance specified in Exhibit A. CONTRACTOR shall assign only competent personnel to perform Services pursuant to this Agreement. CONTRACTOR shall notify AUTHORITY in writing of any changes in CONTRACTOR’s staff assigned to perform the Services required under this Agreement, prior to any such performance. In the event that AUTHORITY, at any time during the term of this Agreement, desires the remov al of any person assigned by CONTRACTOR to perform Services pursuant to this Agreement, because AUTHORITY, in its sole discretion, determines that such person is not performing in accordance with the standards required herein, CONTRACTOR shall remove such person immediately upon receiving notice from AUTHORITY of the desire of AUTHORITY for the removal of such person.
9. Term; Suspension; Termination.
A. This Agreement shall become effective on the date that it is approved by both parties, set forth on the first page of the Agreement, and shall continue in effect until both parties have fully performed their respective obligations under this Agreement, unless sooner terminated as provided herein.
B. AUTHORITY shall have the right at any time to temporarily suspend CONTRACTOR’s performance hereunder, in whole or in part, by giving a written notice of suspension to CONTRACTOR. If AUTHORITY gives such notice of suspension, CONTRACTOR shall immediately suspend its activities under this Agreement, as specified in such notice.
C. AUTHORITY shall have the right to terminate this Agreement at any time by giving a written notice of termination to CONTRACTOR. If AUTHORITY gives such notice of termination, CONTRACTOR shall immediately cease rendering Services pursuant to this Agreement. If AUTHORITY terminates this Agreement:
(1) CONTRACTOR shall, not later than five days after such notice of termination, deliver to AUTHORITY copies of all information prepared pursuant to this Agreement.
(2) AUTHORITY shall pay CONTRACTOR the reasonable value of Services rendered by CONTRACTOR prior to termination; provided, however, AUTHORITY shall not in any manner be liable for lost profits that might have been made by CONTRACTOR had the Agreement not been terminated or had CONTRACTOR completed the Services required by this Agreement. In this regard, CONTRACTOR shall furnish to AUTHORITY such financial information as in the judgment of the AUTHORITY is necessary for AUTHORITY to determine the reasonable value of the Services rendered by CONTRACTOR. The foregoing is cumulative and does not affect any right or remedy that AUTHORITY may have in law or equity.
10. Indemnity.
A. Indemnity: CONTRACTOR shall defend, hold harmless and indemnify AUTHORITY, its officers and employees, and each and every one of them, from and against any and all actions, damages, costs, liabilities, claims, demands, losses, judgments, penalties, costs and expenses of every type and description, including, but not limited to, any fees and/or costs reasonably incurred by AUTHORITY’s staff attorneys or outside attorneys and any fees and expenses incurred in enforcing this provision (hereafter collectively referred to as “Liabilities”), including but not limited to Liabilities ar ising from personal injury or
death, damage to personal, real or intellectual property or the environment, contractual or other economic damages, or regulatory penalties, arising out of or in any way connected with performance of or failure to perform this Agreement by CONTRACTOR, any sub-consultant, subcontractor or agent, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, whether or not (i) such Liabilities are caused in part by a party indemnified hereunder or (ii) such Liabilities are litigated, settled or reduced to judgment; provided that the foregoing indemnity does not apply to liability for any damage or expense for death or bodily injury to persons or damage to property to the extent arising from the sole negligence or willful misconduct of AUTHORITY, its agents, servants, or independent contractors who are directly responsible to AUTHORITY, except when such agents, servants, or independent contractors are under the direct supervision and control of CONTRACTOR.
B. Insurance Policies; Intellectual Property Claims: The existence or acceptance by AUTHORITY of any of the insurance policies or coverages described in this Agreement shall not affect or limit any of AUTHORITY’s rights under this Section 10, nor shall the limits of such insurance limit the liability of CONTRACTOR hereunder. This Section 10 shall not apply to any intellectual property claims, actions, lawsuits or other proceedings subject to the provisions of S ection 7.B., above. The provisions of this Sect ion 10 shall survive any expiration or termination of this Agreement.
11. Insurance Requirements. During the entire term of this Agreement, CONTRACTOR shall maintain the insurance coverage described in this Section 11.
Full compensation for all premiums that CONTRACTOR is required to pay for the insurance coverage described herein shall be included in the compensation specified for the Services provided by CONTRACTOR under this Agreement. No additional compensation will be provided for CONTRACTOR’s insurance premiums. Any available insurance proceeds in excess of the specified minimum limits and coverages shall be available to the AUTHORITY.
It is understood and agreed by the CONTRACTOR that its liability to the AUTHORITY shall not in any way be limited to or affected by the amount of insurance coverage required or carried by the CONTRACTOR in connection with this Agreement.
A. Minimum Scope & Limits of Insurance Coverage
(1) Commercial General Liability Insurance providing coverage at least as broad as ISO CGL Form 00 01 on an occurrence basis for bodily injury, including death, of one or more persons, property damage , and personal injury, arising out of activities performed by or on behalf of CONTRACTOR , its sub-consultants, a nd subcontractors, products and completed operations of CONTRACTOR , its sub- consultants, and subcontractors, and premises owned, leased, or used by CONTRACTOR, its sub-consultants, and subcontractors, with limits of not less than one million dollars ($1,000,000) per occurrence. The policy shall provide contractual liability and products and completed operations coverage for the term of the policy.
(2) Automobile Liability Insurance providing coverage at least as broad as ISO Form CA 00 01 for bodily injury, including death, of one or more persons, property damage, and personal injury, with limits of not less than one million dollars
($1,000,000) per accident. The policy shall provide coverage for owned, non- owned, and/or hired autos as appropriate to the operations of the CONTRACTOR.
No automobile liability insurance shall be required if CONTRACTOR completes the following certification:
“I certify that a motor vehicle will not be used in the performance of any work or services under this agreement.” ________ (CONTRACTOR initials)
(3) Workers’ Compensation Insurance with statutory limits, and Employers’ Liability Insurance with limits of not less than one million dollars ($1,000,000). The Workers’ Compensation policy shall include a waiver of subrogation in favor of the AUTHORITY. If no work or services will be performed on or at AUTHORITY facilities or AUTHORITY Property, the AUTHORITY Representative may waive this requirement by selecting the option below:
Workers’ Compensation waiver of subrogation in favor of the AUTHORITY is not required. _______ (AUTHORITY Representative initials)
No Workers’ Compensation insurance shall be required if CONTRACTOR completes the following certification:
“I certify that my business has no employees, and that I do not employ anyone. I am exempt from the legal requirements to provide Workers' Compensation insurance.” _________ (CONTRACTOR initials)
(4) Professional Liability Insurance providing coverage on a claims made basis for errors, omissions, or malpractice with limits of not less than one million ($1,000,000) dollars. Professional Liability (Errors and Omissions) insurance:
Is ____X___ Is not ______ [check one] required for this Agreement.
If required, such coverage must be continued for at least ______ year(s) following the completion of all Services and Additional Services under this Agreement. The retroactive date must be prior to the date this Agreement is approved or any Services are performed.
B. Additional Insured Coverage
(1) Commercial General Liability Insurance: The AUTHORITY, its officials, employees, and volunteers shall be covered by policy terms or endorsement as additional insureds as respects general liability arising out of: activities performed by or on behalf of CONTRACTOR, its sub-consultants, and subcontractors; products and completed operations of CONTRACTOR, its sub-consultants, and subcontractors; and premises owned, leased, or used by CONTRACTOR, its sub-consultants, and subcontractors.
(2) Automobile Liability Insurance : The AUTHORITY, its officials, employees , and volunteers shall be covered by policy terms or endorsement as additional insureds as respects auto liability.
C. Other Insurance Provisions
The policies are to contain, or be endorsed to contain, the following provisions:
(1) Except for professional liability, CONTRACTOR’s insurance coverage , including excess insurance, shall be primary insurance as respects AUTHORITY, its officials, employees, and volunteers. Any insurance or self -insurance maintained by AUTHORITY, its officials, employees , or volunteers shall be in excess of CONTRACTOR’s insurance and shall not contribute with it.
(2) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to AUTHORITY, its officials, employees, or volunteers.
(3) Coverage shall state that CONTRACTOR’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) AUTHORITY will be provided with thirty days written notice of cancellation or material change in the policy language or terms.
D. Acceptability of Insurance
Insurance shall be placed with insurers with a Bests’ rating of not less than A:V I. Self- insured retentions, policy terms or other variations that do not comply with the requirements of this Section 11 must be declared to and approved by the AUTHORITY in writing prior to execution of this Agreement.
E. Verification of Coverage
(1) CONTRACTOR shall furnish AUTHORITY with certificates and required endorsements evidencing the insurance required. The certificates and endorsements shall be forwarded to the AUTHORITY representative named in Exhibit A. Copies of policies shall be delivered to the AUTHORITY on demand.
Certificates of insurance shall be signed by an authorized representative of the insurance carrier.
(2) The AUTHORITY may withdraw its offer of contract or cancel this Agreement if the certificates of insurance and endorsements required have not been provided prior to execution of this Agreement. The AUTHORITY may withhold payments to CONTRACTOR or cancel the Agreement if the insurance is canceled or CONTRACTOR otherwise ceases to be insured as required herein.
F. Subcontractors
CONTRACTOR shall require and verify that all sub- consultants and subcontractors maintain insurance coverage that meets the minimum scope and limits of insurance coverage specified in subsection A, above.
12. Equal Employment Opportunity. During the performance of this Agreement, CONTRACTOR, for itself, its assignees and successors in interest, agrees as follows:
A. Compliance With Regulations: CONTRACTOR shall comply with the Executive Order 11246 entitled “Equal Opportunity in Federal Employment”, as amended by Executive Order 11375 and 12086, and as supplemented in Department of Labor regulations (41 CFR Chapter 60), hereinafter collectively referred to as the “Regulations”.
B. Nondiscrimination: CONTRACTOR, with regards to the work performed by it after award and prior to completion of the work pursuant to this Agreement, shall not discriminate on the ground of race, color, religion, sex, national origin, age, marital status, physical handicap or sexual orientation in selection and retention of subcontractors, including procurement of materials and leases of equipment. CONTRACTOR shall not participate either directly or indirectly in discrimination prohibited by the Regulations.
C. Solicitations for Subcontractors, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiations made by CONTRACTOR for work to be performed under any subcontract, including all procurement of materials or equipment, each potential subcontractor or supplier shall be notified by CONTRAC T OR of CONTRACTOR’s obligation under this Agreement and the Regulations relative to nondiscrimination on the ground of race, color, religion, sex, national origin, age, marital status, physical handicap or sexual orientation.
D. Information and Reports: CONTRACTOR shall provide all information and reports required by the Regulations, or by any orders or instructions issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information and its facilities as may be determined by the AUTHORITY to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of CONTRACTOR is in the exclusive possession of another who fails or refuses to furnish this information, CONTRACTOR shall so certify to the AUTHORITY, and shall set forth what efforts it has made to obtain the information.
E. Sanctions for Noncompliance: In the event of noncompliance by CONTRACTOR with the nondiscrimination provisions of this Agreement, the AUTHORITY shall impose such sanctions as it may determine to be appropriate including, but not limited to:
(1) Withholding of payments to CONTRACTOR under this Agreement until CONTRACTOR complies;
(2) Cancellation, termination, or suspension of the Agreement, in whole or in part.
F. Incorporation of Provisions: CONTRACTOR shall include the provisions of subsections A through E, above, in every subcontract, including procurement of materials and leases of equipment, unless exempted by the Regulations, or by any order or instructions issued pursuant thereto. CONTRACTOR shall take such action with respect to any subcontract or procurement as the AUTHORITY may direct as a means of enforcing such provisions including sanctions for noncompliance; provided, however, that in the event CONTRACTOR becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, CONTRACTOR may request AUTHORITY to enter such litigation to protect the interests of AUTHORITY.
13. Entire Agreement. This document, including all Exhibits, contains the entire agreement between the parties and supersedes whatever oral or written understanding they may have had prior to the execution of this Agreement. No alteration to the terms of this Agreement shall be valid
unless approved in writing by CONTRACTOR, and by AUTHORITY, in accordance with applicable provisions of the Sacramento Public Library Authority Joint Powers Agreement.
14. Severability. If any portion of this Agreement or the application thereof to any person or circumstance shall be held invalid or unenforceable, the remainder of this Agreement shall not be affected thereby and shall be enforced to the greatest extent permitted by law.
15. Waiver. Neither AUTHORITY acceptance of, or payment for, any Service or Additional Service performed by CONTRACTOR, nor any waiver by either party of any default, breach or condition precedent, shall be construed as a waiver of any provision of this Agreement, nor as a waiver of any other default, breach or condition precedent or any other right hereunder.
16. Enforcement of Agreement. This Agreement shall be governed, construed and enforced in accordance with the laws of the State of California. Venue of any litigation arising out of or connected with this Agreement shall lie exclusively in the state trial court or Federal District Court located in Sacramento County in the State of California, and the parties consent to jurisdiction over their persons and over the subject matter of any such litigation in such courts, and consent to service of process issued by such courts.
17. Assignment Prohibited. The expertise and experience of CONTRACTOR are material considerations for this Agreement. AUTHORITY has a strong interest in the qualifications and capability of the persons and entities that will fulfill the obligations imposed on CONTRACTOR under this Agreement. In recognition of this interest, CONTRACTOR shall not assign any right or obligation pursuant to this Agreement without the written consent of the AUTHORITY. Any attempted or purported assignment without AUTHORITY’s written consent shall be void and of no effect.
18. Binding Effect. This Agreement shall be binding on the heirs, executors, administrators, successors and assigns of the parties, subject to the provisions of Section 17, above.
19. Use Tax Requirements. During the performance of this Agreement, CONTRACTOR, for itself, its assignees and successors in interest, agrees as follows:
A. Use Tax Direct Payment Permit : For all leases and purchases of materials, equipment, supplies, or other tangible personal property used to perform the Agreement and shipped from outside California, the Contractor and any subcontractors leasing or purchasing such materials, equipment, supplies or other tangible personal property shall obtain a Use Tax Direct Payment Permit from the California State Board of Equalization (“SBE”) in accordance with the applicable SBE criteria and requirements.
B. Sellers Permit: For any construction contract and any construction subcontract in the amount of $5,000,000 or more, Contractor and the subcontractor(s) shall obtain sellers permits from the SBE and shall register the jobsite as the place of business for the purpose of allocating local sales and use tax to the AUTHORITY. Contractor and its subcontractors shall remit the self-accrued use tax to the SBE, and shall provide a copy of each remittance to the AUTHORITY.
C. The above provisions shall apply in all instances unless prohibited by the funding source for the Agreement.
Attachment 1 to Exhibit A
Scope of Services from RFP SPLBID1189
The Sac
ramento Public Library Authority requires comprehensive legal support in the following areas:
1. General Counsel Services
Provide ongoing legal counsel, written and verbal legal opinions, and general legal assistance to the Library Authority Board, Library Director, and designated Library staff on a wide range of legal matters affecting the Authority.
2. Policy and Document Review
Collaborate with the Library Director, Clerk of the Board, and other designated staff in the preparation and review of policies, reports, agreements, and other documents to be presented to the Library Authority Board.
3. Board and Committee Representation
Attend and serve as legal counsel at Library Authority Board meetings, including meetings of the Budget-Audit Committee, Finance Advisory Committee, and other task groups or committees, as requested.
4. Formal Procurements
Review and advise on documentation to be released to solicit quotations, proposals, and/or bids and advise on vendor requests for information.
5. Publ
ic Records Requests
Advise on public records requests as needed.
6. Cont
ract and Document Preparation
Draft, review, and provide legal guidance on contracts, memoranda of understanding, interagency agreements, and other legal documents related to the Authority’s operations and organizational needs.
7. Regulatory Compliance
Work with designated Library staff to ensure the Authority’s operations remain in compliance with applicable federal, state, and local laws, regulations, and statutory requirements.
8. Employment Law Support
In collaboration with the Library Director, Human Resources Manager, and relevant staff, provide legal guidance on personnel matters, including but not limited to the review and development of disciplinary documents such as counseling memoranda, performance improvement plans, letters of reprimand, suspensions, and terminations.
9. Personnel Investigations
Assist in the planning, execution, and documentation of personnel investigations. Review and analyze findings, assemble and review final documents, and ensure the preparation of complete and legally compliant investigative files.
Attachment 1 to Exhibit A
Scope of Services from RFP SPLBID1189
10. Labor Relations a
nd Negotiations
Provide legal support and analysis to the Authority in connection with labor negotiations, including strategy development, review of proposals, and participation as needed.
11. Specialized Legal Services
Advise the Library Director on matters that may require outside or specialized legal counsel, and assist in identifying and coordinating with such experts when appropriate.
I. PROPOSER INFORMATION AND UNDERSTANDING OF AUTHORITY NEEDS A.Contact Information
This response
is s
ubmitted on behalf of the Sacramento City Attorney’s Office, located at 915 I Street, 4th Floor, Sacramento, CA 95814-2608, (916) 808-5346.
B.
Principal Partners/Administrative Team
The City Attorney’s Office administration team provides the organization, managerial, and leadership skills necessary to ensure that the Authority receives excellent, cost-effective legal services. The administration team consists of the City Attorney, Susana Alcala Wood; Chief Assistant City Attorney, Gustavo Martinez; Assistant City Attorneys Matthew D. Ruyak and Brett M. Witter; Supervising Deputy City Attorneys Michael Benner, Kourtney Burdick, Steve Itagaki, and
Andrea Velasquez; Office
Administrator Jamie Gifford; and Special
Assistant to the City Attorney Jenny
Manzer Beck.
C.Understanding of the Nature of the Services to
Be Provided
The City Attorney’s Office’s representation of the Authority since 2009 has provided
our office with a nuanced understanding of the Authority’s legal needs. The Authority requires a dedicated attorney capable of performing a wide range of transactional tasks and
familiar with local government laws and regulations. As general counsel, the City Attorney’s Office must be available on a daily basis to provide all forms of legal assistance to the Authority, including: preparing and reviewing contracts, solicitation documents, and other legal documents; assisting the Library Director, Clerk of the Board and key management staff with the preparation and review of policies,
staff reports, and other memoranda; providing
counsel on compliance with all applicable
federal, state, and local laws and regulations,
including, but not limited to the Brown Act, the Public Records Act, the Political Reform Act,
and the Joint Exercise of Powers Act
(Gov. Code, §§6500, et seq); providing advice and counsel on personne l matters, including
assistance with disciplinary matters and personnel investigations
coordinating with outside
counsel providing assistance with labor negotiationsDQGRWKHUVSHFLDOFRXQVHOVHUYLFHV; and representing the Authority at monthly Authority Board meetings, as well as Budget-Audit Committee meetings, Finance Advisory Committee meetings, and other working groups as well.
The Authority also requires
a deep and experienced pool of legal talent to
handle more
esoteric issues such as intellectual property; public employee labor law; and litigation. The City Attorney’s Office possesses
this expertise, as well
as a number of subject matter experts in
conflict-of-interest issues and many other areas of law specific to California local governments.
Based on a review of our office’s work for the Authority, the Authority’s recent history of legal services requests, the list of services sought, as specified in the Request for Proposals, and our familiarity with the likely issues on which the Authority will reque st legal services, we
estimate that an average of 26 hours of attorney time per month will be required to provide sufficient and appropriate service as Authority Counsel, but we are prepared to provide
additional attorney time as needed.
Attachment 2 to Exhibit A
Submitted P
roposal for R
FP SPLBID1189 – Summary of Work
D. Background Check Procedures
All attorneys employed in the City Attorney’s Office have gone through an extensive background check, including a criminal history check (also known as Live scan), after their fingerprints have been provided to the Department of Justice.
The City also requires proof of required law school education and licensing by the State Bar of California.
Current licensing status for the team of lawyers identified in this proposal is reflected in the attachments at the end of this proposal. Documentation for other attorneys in our office can be provided upon request.
Attachment 2 to Exhibit A
Submitted P
roposal for R
FP SPLBID1189 – Summary of Work
III. SERVICES AND MANAGEMENT APPROACH
As set forth above, the attorneys that will be assigned primary responsibility for serving as counsel for the Authority are Jennifer Gore, Michael Voss, Harveen Gill, and Kourtney Burdick. The Authority’s primary contact will be Ms. Gore.
The City Attorney’s Office prides itself on providing timely and thorough legal services and is committed to providing superior communications and ongoing coordination. The Authority Counsel will continue to be available to participate in regular face-to-face coordination meetings with the Library Director and to respond to calls and emails on a daily basis. Because City Hall is right across the street from Authority’s headquarters and its attorneys are fully integrated with Authority systems, the City Attorney’s office is able to seamlessly function as in-house counsel for the Authority.
Ms. Gore would be assigned as the primary contact and available for all Authority Board and committee meetings and will be available for the estimated twenty-six hours per month to provide legal services in a responsive manner. In addition, Ms. Gore may utilize other attorneys, when appropriate, including Ms. Gill, to provide services in an efficient and cost-effective manner to ensure that the Authority receives the highest level of quality legal services. As explained above, the City Attorney’s Office provides a broad range of experience and qualifications that allow it to function at or above the level of large law firms, and with a personal touch sometimes lacking with larger organizations.
Mr. Voss and Ms. Gill will be available to handle Authority matters in Ms. Gore’s absence, and Ms. Burdick will review the monthly workload generated by the Authority and receive regular briefings from Ms. Gore on significant Authority legal issues.
Ms. Gore and Mr. Voss each have more than twenty years of experience representing local governments in the Sacramento area (including complex joint powers authorities), and diverse skill sets covering a wide range of advisory matters. They are both familiar with the Authority’s policies and procedures, and its constituent jurisdictions and Board members. Both have strong and productive working relationships with current Library staff members.
Ms. Gore has worked with the City Attorney’s office for more than seven years, while Mr. Voss has worked with the City Attorney’s office for over twelve years and spent five years prior to that representing the City and County of Sacramento in a different capacity.
Ms. Gill, while a new addition to the City Attorney’s office, has more than nine years of experience focused on human resources and labor law issues and will make an excellent addition to the team of attorneys representing the Library Authority while it works to rebuild its Human Resources Department.
Ms. Burdick is a Supervising Deputy City Attorney and has worked with the City Attorney’s office for over 14 years. Prior to that time, Ms. Burdick served as the deputy general counsel for the League of California Cities. During her tenure with the City Attorney’s Office, Ms. Burdick has provided legal services to a number of City departments and advised on many high profile and complex projects, including the City’s Attachment 2 to Exhibit A
Submitted
Proposal for
RFP SPLBID1189 – Summary of Work
General Plan and a variety of public-private partnerships (e.g., the Sacramento Zoo, the Studios for the Performing Arts, and the procurement of public art).
Having served as General Counsel to City Departments, the Library, and other public agencies, this team understands the importance of providing preventative legal advice that is responsive, exacting, and strategic. While the CAO’s office takes a proactive approach to addressing legal issues to avoid expensive and resource consuming litigation, it also has attorneys with the necessary experience defending agency policies and actions in litigation.
Attachment 2 to Exhibit A
Submitted
Proposal for
RFP SPLBID1189 – Summary of Work
Attachment 1 to Exhibit B
C
ost Proposal ( R FP S PLBID1189)
IV. C
OST PROPOSAL
Th
e City Attorney’s office will charge the Library Authority a flat monthly rate for 35 hours of attorney time per month. If additional service is required, additional hours will be billed at the Attorney Billing Rates listed below:
Fiscal Year Attorney Billing Rate Monthly Flat Rate*
(assuming 35 hours/mo.)
2025-26 $215 per hour $7,525
2026-27 $220 per hour $7,700
2027-28 $226 per hour $7,910
2028-29 $232 per hour $8,120
2029-30 $237 per hour $8,295
For
the listed amounts, the City Attorney’s Office w ill provide advisory, transactional and non-litigation legal services as requested by the Library Authority and its representatives. Should the number of hours of legal services required in any given month exceed 35 hours, the additional hours will be billed at the hourly rates listed above.
Th
e City Attorney’s Office will provide detailed monthly invoices to the Authority (in ¼ hour increments), and will notify the Authority when significant legal issues, such as labor negotiations, may require additional hours of service.
SERVICE FY 2025-26 FY 2026-27 FY 2027-28 FY 2028-29 FY 2029-30 All services as outlined
in Section III- Scope of
Services, including but
not limited to General
Legal Counsel, contract
preparation and review,
Authority Board
preparation and review,
and meeting
participation (Authority
Board and Library
staff)
$90,300 $92,400 $94,920 $97,440 $99,540
Contingency** $2,000 $2,000 $2,000 $2,000 $2,000
Hourly Rates for all
Services (incl. Labor
Negotiations)
$215/hr. $220/hr. $226/hr. $232/hr. $237/hr.
TOTAL $92,300 $94,400 $96,920 $99,440 $101,540
Th
e City Attorney’s Office does not bill for supplies, equipment, etc.
Department of Human Resources
Risk Management Division
(916) 808-5278
915 I Street, 4th Floor
Sacramento, CA 95814
RE: City of Sacramento – Self Insurance Program
Response to Request for Proposal (SPLBID1189)
To Whom It May Concern:
The purpose of this letter is to advise your agency that the City of Sacramento is self-insured under Government Code Section 990.4 for the first $2 million of liability under its general liability and auto liability programs and has obtained excess insurance beyond that limit. The City of Sacramento is also self-insured under Labor Code Section 3700 et seq. for Workers’ Compensation for the first $2 million of liability and has obtained excess insurance beyond that limit. Therefore, losses for which the City of Sacramento is required to insure under the agreement, will be covered to the extent of the agreement’s insurance requirements and administered as described above.
If you have any questions or concerns regarding the City's Insurance program, please contact me at (916) 808-5278.
Sincerely,
Ulises "Rocky" Rivera (on behalf of Patrick Flaherty)
Patrick Flaherty
Risk Management
cc: Jennifer Gore, City Attorney's Office
Ulises "Rocky" Rivera, Risk Management
April 21, 2025
Sacramento Public Library
Attn: Peter Coyl/Library Director
828 I Street
Sacramento, CA 95814
23 Office of the City Attorney
SusanaAlcalaWood, City Attorney
Deputy City Attoineys
Y..xle Broisaau
Emiho Caen'icho
Sean Dannnole
fichael k Fry
Paul A Gate
DavidJ Gibson
Hari'een Gill
Jeer V Gore
G5katp Y Gurer-
iima L Hanien
Ehzabeth A Hawkini
Ari'uuler Kmr
Daind S Kim
Jt+rtlan L Louaery
(nistavo L. AIaitinez
Chief Assistant City Attorney
Assistant City Attorneys
Matthew D. Ru'y-ak
Brett M. Witter
Supervising Deputy City Attorneys
2'vfichael J. Benner
Kourtney Burdick
Steven Y. Itagaki
Andrea Velasquez
June 20, 2025
De City Attomeys
Anie D lifait+n
Jeffiev L Massey
Rvan J Meyer)off
Va.well Nelson
Beau E Parkhurt
Se.ia D Richmond
Kaen T Rogan
Angel k Sclii
l..hchael Sparki
Taniam N Squires5owles
Sccit P Thorrie
Katherice Undmrocrl
Carseii W Van k lmden
Siidiael '1'05S
Leihe Z Walker
Kara R Weatberrry
Mayor and Councilmembers
City of Sacramento
915 I Street
Sacramento, CA 95814
Re: Conflict Waiver Request: Sacramento Public Library Dear Mayor and Councilmembers:
As you know, the City Attorney's Office for tlie City of Sacramento ("City") provides legal advice and counsel to the City of Sacramento. Our office has also served as general counsel to the Sacramento Public Library Authority ("Library") since 2009.
The Rules of Professional Conduct of the State Bar of California, governing the practice of law, prohibit members from engaging in certain types of representation without the informed written consent of each affected client. Specifically, the Rules require that, before an attorney may begin or continue to represent a client when the attorney has or had a relationship with another client, the attorney must inform both clients in writing of the relevant circumstances and of any actual and reasonably foreseeable adverse consequences to the client.' The Rules also state that when such actual or reasonably foreseeable adverse consequences exist, the attorney ' The Rules further require that before an attorney may concurrently represent two or more clients interested in the same subject matter, the attomey must inform the clients in writing of the relevant circumstances and of the actual and foreseeable adverse consequences to the clients.
Q 15 IStreet, Fotirtli Floor Saci ainento, CA 95814 PH 916-808-5346
FAX 916-808-7-155
www.cityofsacramento.org/cityattorney
Re: Conflict Waiver Request
June 20, 2025
may not represent the client or clients without their infori'ned written consent.
The purpose of this letter is to comply with these Rules with respect to identifying potential adverse interests and consequences.
The Libraiy is a separate public entity established as a joint powers agency (JPA) pursuant to sections 6500 et seq. of the California Governi'nent Code. The City of Sacramento is party to the joint powers agreement and a member of the JPA. Pursuant to the JPA agreement, the Library operates 28 libraries, 12 of which are located in the City the City of Sacramento. The joint powers agreement also provides that the City is responsible for costs of operating the libraries within the City. The City maintains ownership of the library buildings and is responsible for all capital improvements and repairs to the buildings, including major repair and replacement of the structure, HVAC systems, plumbing, roofing, and other elements.
Based on the ternns of the joint powers agreement, there is the potential for disagreement between the Library and the City. Since it is proposed that the City Attorney's Office ("CAO") continue to serve as general counsel to both entities, we are required to disclose the potential for certain adverse consequences, such as the impain'nent of judgi'nent with respect to one client's interests by a desire to please the other client.2
However, we do not believe this will be the case with the CAO's services. The CAO applies the highest standards of professional and ethical responsibility to each client in each matter. In addition, it is our assessment that the City and the Library share common interests in the efficient operation of the Library system.
Given these shared interests, the CAO believes it can provide competent and diligent representation to both agencies. However, we must disclose that it is possible direct disputes could arise between the two agencies under the following scenarios:
* Disagreements regarding the terms and conditions of any agreements between the two agencies, including performance, payment, and accounting issues. * Disagreements regarding funding issues.
* Disagreements regarding capital improvement and maintenance issues.
Should a direct dispute, or some other adverse interest, arise between the City and the Library in connection with any matter on which we are providing legal services, we will so advise botli agencies. In such a case, we may deten'nine that the CAO caru'iot represent either client on the particular matter.
2 Another potential adverse consequence of multiple client representation involves attorney-client communications.
California law requires that an attorney not disclose confidential communications or secrets of a client.
Consequently, should one client advise the CAO of information which affects the representation of another client, but advise the CAO that the information is confidential, the CAO must withdraw from representing both clients, if such withdrawal is allowed under the Rules of Professional Conduct.
Re: Conflict Waiver Request
June 20, 2025
In the event any other matters arise, we will so advise the City. You should also discuss with us any areas that we may have overlooked. Finally, please be aware that we have also disclosed our representation of the City to the Library.
You are encouraged to discuss the contents of this letter with independent counsel if you have any questions or uncertainty regarding this disclosure. Please do not hesitate to contact me if you have any questions or concerns.
Sincerely,
City Attorney
CONSENT TO REPRESENT ATION
The City of Sacramento hereby acknowledges the disclosure made by the City of Sacramento's City Attorney's Office (CAO) regarding the actual and potential conflicts of interest that either exist now or may arise in the future in connection with the CAO's representation of the Sacramento Public Library Authority. Despite such disclosure, the City of Sacramento consents to representation by the CAO.
Mayor Kevin McCarty
City of Sacramento