REQUEST FOR PROPOSAL CITY ATTORNEY AND MUNICIPAL LEGAL SERVICES
Posted
Sep 21, 2026
Nov 30, 2026
NOTICE OF REQUEST FOR PROPOSALS The City of San Juan Bautista (City) invites qualified law firms and attorneys to submit proposals to provide comprehensive City Attorney and municipal legal services. The selected firm will designate a primary attorney to serve as City Attorney, together with qualified backup and specialty counsel as needed and approved by the City. The City seeks a trusted legal advisor with substantial California municipal-law experience, sound judgment, practical problem-solving skills, strong communication, dependable availability, and the ability to support a small general law city with a broad range of governmental, operational, land-use, employment, contracting, public-safety, utility, and risk-management matters. Selection method This is a qualifications-based, best-value procurement. The City will consider professional qualifications, the proposed legal team, responsiveness, service approach, continuity, municipal experience, and overall value. The City is not required to select the lowest-cost proposal. The City Council appoints the City Attorney pursuant to California Government Code section 36505. The selected City Attorney will represent the City as a municipal entity and will serve at the pleasure of the City Council, subject to the terms of the final professional services agreement and applicable law. SOLICITATION OVERVIEW Issuing agency City of San Juan Bautista Services requested City Attorney and comprehensive municipal legal services Contract type Professional services agreement; hourly, retainer, hybrid, or other clearly defined fee structure may be proposed Two years, with up to three optional one-year extensions, subject to Anticipated term Council approval, satisfactory performance, funding, and contract terms Proposal validity Minimum 120 days after the proposal deadline Submission format Electronic PDF proposal and separate electronic cost proposal Primary contact Ashley Collick, City Manager DOCUMENT MAP 1 City Background and Objectives 2 Procurement Schedule and Communications 3 Scope of Services 4 Service Delivery and Performance Expectations 5 Minimum Qualifications 6 Proposal Content and Organization 7 Cost Proposal Instructions 8 Evaluation and Selection Process 9 General Solicitation Terms 10 Contract Requirements 11 Submission Instructions A-D Proposal Checklist, Cost Form, Certifications and Professional Services Agreement 1. CITY BACKGROUND AND OBJECTIVES 1.1 City Background San Juan Bautista is a California general law city located in San Benito County. The City is governed by a five-member City Council and operates with a lean municipal staff. The City provides water and wastewater utility services and relies on a combination of City employees, consultants, intergovernmental agreements, and contracted services to deliver municipal services, including public safety, engineering, planning, building, and other specialized functions. The community includes a nationally recognized historic mission, a state historic park, a historic downtown, residential neighborhoods, local businesses, agricultural surroundings, tourism activity, public facilities, parks, and ongoing infrastructure and land-use needs. These characteristics create a varied municipal legal workload requiring responsive general counsel and access to specialized expertise when necessary. 1.2 Procurement Objectives Through this RFP, the City intends to select a law firm or attorney that will: • Provide clear, timely, practical, and legally sound advice to the City Council, City Manager, City Clerk, department heads, boards, commissions, and authorized staff; • Build a collaborative working relationship while maintaining independent professional judgment and the City Attorney's ethical duties; • Provide solution-oriented legal advice that identifies risk while also developing legally defensible options and practical pathways for accomplishing the City's objectives; • Maintain continuity through a designated City Attorney, qualified deputy or backup attorneys, and a disciplined matter-management system; • Control legal costs through appropriate staffing, efficient work allocation, transparent billing, budgets, and early communication concerning material cost changes; • Provide reliable attendance and support for public meetings, urgent matters, litigation, transactional work, and day-to-day municipal operations; • Complete an orderly transition from outgoing counsel and preserve the confidentiality, integrity, and accessibility of City legal files. • Develop and maintain institutional knowledge of the City's organization, policies, significant agreements, infrastructure projects, regulatory obligations, pending matters, and history relevant to effective representation. 1.3 Nature of the Engagement The City anticipates appointing one individual as City Attorney. Proposals from law firms must identify the individual proposed for that appointment and the attorneys who will provide deputy, backup, and specialized services. The City expects most routine work and most public-meeting attendance to be performed by the designated City Attorney or an approved deputy City Attorney. The City does not guarantee a minimum number of hours, matters, meetings, or fees. Work will fluctuate based on City operations, development activity, public meetings, claims, litigation, projects, emergencies, and other needs. 2. PROCUREMENT SCHEDULE AND COMMUNICATIONS 2.1 Tentative Schedule Milestone Tentative Date RFP issued SEPTEMBER 21, 2026 Deadline for written questions OCTOBER 19, 2026 City responses/addenda posted OCTOBER 30, 2026 Proposals due NOVEMBER 30, 2026 Initial evaluation completed DECEMBER 15, 2026 Interviews, if conducted WEEK OF JANUARY 4, 2027 Identification of preferred proposer / JANUARY 11, 2027 commencement of negotiations Council consideration and appointment JANUARY 19, 2027 The City may amend this schedule, cancel the solicitation, extend deadlines, request additional information, or modify the selection process by written notice or addendum. 2.2 Designated Contact and Questions All communications regarding this RFP must be directed to the City's designated contact identified below. Proposers must not contact individual Councilmembers, commissioners, or other City personnel regarding this solicitation except as expressly authorized in writing. Designated contact Ashley Collick, City Manager Email proposals@sanjuanbautista.ca.gov Question deadline October 19, 2026 Questions must be submitted in writing. The City may consolidate questions and issue written responses. Only written addenda issued by the City modify this RFP. Proposers are responsible for checking the City's website or designated posting location for addenda before submitting a proposal. 3. SCOPE OF SERVICES The selected City Attorney will provide comprehensive municipal legal services. The following scope describes anticipated areas of work but is not exhaustive. The City may assign related legal services consistent with the final agreement and the selected firm's qualifications. 3.1 General Municipal Counsel • Advise the City Council, City Manager, City Clerk, department heads, authorized staff, boards, commissions, and committees on municipal authority, procedure, governance, ethics, conflicts, due process, and legal risk. • Provide oral and written legal opinions and practical recommendations. • Review or prepare ordinances, resolutions, staff reports, policies, procedures, administrative rules, notices, forms, and other municipal documents. • Assist with interpretation and enforcement of the San Juan Bautista Municipal Code and other applicable laws. • Assist the City with a comprehensive review and modernization of the San Juan Bautista Municipal Code, including identification of outdated, inconsistent, duplicative, or legally deficient provisions; prioritization of amendments; preparation of ordinances and code revisions; and coordination with City staff and the City's code publisher as necessary. • Advise regarding governmental immunities, claims, records retention, confidentiality, privileges, and risk management. 3.2 Public Meetings, Transparency, and Governance • Attend regular and special City Council meetings and closed sessions, in person unless the City authorizes remote attendance. • Attend Planning Commission and other board, commission, committee, or staff meetings when requested. • Advise on the Ralph M. Brown Act, California Public Records Act, Political Reform Act, Government Code section 1090, due process, public hearing procedures, conflicts of interest, and parliamentary or procedural matters. • Review agenda materials and identify legal issues sufficiently in advance of meetings, with the goal of resolving or flagging legal concerns before agenda publication whenever reasonably practicable and consistent with the City's agenda-production schedule. • Provide training to officials and staff on governance, ethics, records, meetings, and other legal compliance topics. 3.3 Land Use, Planning, Housing, and Environmental Law • Advise on general plans, zoning, subdivisions, development agreements, conditions of approval, variances, use permits, housing law, density bonus law, accessory dwelling units, historic resources, code amendments, and land-use entitlements. • Advise on the California Environmental Quality Act, including review of notices, exemptions, environmental documents, findings, mitigation measures, and administrative records. • Support public hearings, appeals, enforcement, and litigation involving land use, development, housing, environmental review, and historic preservation. • Advise regarding state housing mandates, regional planning obligations, and related compliance. 3.4 Contracts, Public Works, Utilities, Real Property, and Municipal Finance • Draft, review, and negotiate professional services agreements, construction and public works contracts, purchase agreements, leases, licenses, franchises, joint powers agreements, memoranda of understanding, grants, easements, encroachments, and intergovernmental agreements. • Advise regarding procurement, competitive bidding, prevailing wage, public contracting, change orders, claims, project delivery, and contractor disputes. • Advise on water and wastewater utility operations, rates, capacity charges, service rules, infrastructure, regulatory compliance, Proposition 218 and Proposition 26 issues, and state and federal regulatory requirements applicable to municipal utility and infrastructure projects. • Assist with real-property acquisition, disposition, leasing, dedications, rights-of-way, easements, abandonment, eminent domain, and title or access issues. • Advise regarding taxes, fees, assessments, liens, cost recovery, municipal finance, debt, grants, special districts, and ballot measures. 3.5 Labor, Employment, and Personnel • Advise on personnel policies, employee discipline, investigations, leaves, disability accommodation, discrimination, harassment, wage-and-hour issues, workplace safety, workers' compensation coordination, labor relations, bargaining, and employment agreements. • Review sensitive personnel matters and support closed-session discussions consistent with applicable law. • Assist with administrative hearings, grievances, appeals, and employment-related claims or litigation. • Provide preventive training and legal updates to management and staff. 3.6 Code Enforcement, Public Safety, and Regulatory Matters • Advise regarding municipal code enforcement, nuisance abatement, administrative citations, receiverships, warrants, liens, vehicle abatement, dangerous buildings, and judicial or administrative enforcement. • Review public-safety service agreements, emergency-management matters, law-enforcement and fire-service coordination, and related liability issues. • Advise on licensing, permits, special events, street vending, alcohol-related municipal issues, parks and facilities, and other local regulatory programs. • Coordinate with prosecutors, outside agencies, consultants, and specialized counsel when authorized. 3.7 Litigation, Claims, Investigations, and Special Counsel • Evaluate claims and threatened litigation; advise regarding strategy, settlement, preservation of evidence, and risk exposure. • Represent the City in litigation, administrative proceedings, writs, appeals, enforcement actions, and other contested matters when within the firm's approved assignment. • Coordinate with the City's risk pool, insurers, claims administrators, defense counsel, labor counsel, bond counsel, and other outside counsel. • Recommend specialized counsel when a matter exceeds the firm's expertise, presents a conflict, or is more efficiently handled by another provider. • Conduct or oversee legally sensitive investigations when requested and ethically permissible. 3.8 Elections, Legislation, and Intergovernmental Matters • Advise on elections, initiatives, referenda, recalls, vacancies, campaign-related municipal restrictions, ballot measures, and election procedures. • Monitor significant legislation, regulations, Attorney General guidance, and court decisions affecting California local governments; proactively advise the City Manager and affected departments of material changes, compliance deadlines, and recommended actions; and provide periodic legal updates tailored to City operations. • Support intergovernmental negotiations, regional partnerships, special-district matters, and agreements with county, state, federal, and local agencies. 3.9 Legal Records, Matter Management, and Transition • Maintain organized electronic matter files, including correspondence, advice, pleadings, agreements, research, deadlines, and final work product. • Use matter numbers and descriptive billing entries that permit the City to understand the work performed and its cost. • Provide a current matter list and status report at least monthly and whenever reasonably requested. • At commencement, coordinate an orderly transfer of active and closed matters from outgoing counsel. • At conclusion, promptly transfer City files and provide a transition memorandum identifying active matters, deadlines, risks, and recommended next steps, consistent with applicable law and ethical obligations. • Maintain institutional knowledge in a manner that supports continuity when assigned attorneys change, including organized matter histories, key agreements, recurring legal issues, and significant City-specific background relevant to ongoing representation. 4. SERVICE DELIVERY AND PERFORMANCE EXPECTATIONS 4.1 Designated City Attorney and Key Personnel • The proposal must identify the attorney proposed to serve as City Attorney and the primary deputy or backup attorney. • The designated City Attorney is a key component of the City's selection. Replacement or material reassignment of key personnel will require advance written approval by the City. • The selected firm must maintain adequate backup coverage for vacations, illness, emergencies, conflicts, workload peaks, and specialized matters. • Work should be assigned to the lowest-billing qualified professional consistent with quality, continuity, efficiency, and the City's direction. 4.2 Availability and Response Standards Proposers must explain their service standards. At a minimum, the City expects: • Urgent or time-sensitive matters: acknowledgment as soon as practicable and generally within the same business day; • Routine inquiries: acknowledgment within one business day and a substantive response or estimated completion date generally within two business days; • Meeting agenda review: timely completion coordinated with the City's agenda-production schedule; • Emergency availability: a defined method for contacting an attorney outside normal business hours when necessary; • Proactive communication when an assignment may exceed the requested timeline or budget. 4.3 Meeting Attendance and Local Presence The designated City Attorney or approved deputy must attend regular City Council meetings, special meetings, and closed sessions as requested. The City prefers in-person attendance for regular Council meetings unless remote attendance is authorized. The City may also request Planning Commission attendance, trainings, project meetings, and other meetings with staff. The City desires regular, scheduled City Attorney office hours to facilitate direct access by the City Manager, department heads, and authorized staff; strengthen familiarity with City operations and ongoing matters; and address legal questions before they become more significant issues. Proposers should describe their ability to provide up to one regularly scheduled eight-hour workday per week dedicated to City business, whether in person, remote, or through a proposed hybrid arrangement. Proposers must separately identify the staffing and cost assumptions associated with this service. The proposal must identify the office location from which services will be provided, anticipated travel time, availability for in-person service, and any travel-time or mileage charges. 4.4 Budgeting, Billing, and Reporting • Provide monthly itemized invoices organized by matter number, attorney or professional, date, task description, time, rate, amount, and reimbursable cost. • Avoid block billing. Descriptions must be sufficiently specific for meaningful review while preserving privilege and confidentiality. • Provide matter budgets, phase budgets, or not-to-exceed estimates when requested, particularly for litigation, complex transactions, investigations, and significant projects. • Notify the City promptly of material changes in scope, risk, strategy, schedule, or projected cost. • Provide a monthly open-matter status report identifying responsible attorney, status, next steps, deadlines, risk, and budget information as appropriate. • Participate in periodic performance and cost reviews with the City Manager or designee and in a formal annual performance review addressing responsiveness, communication, legal quality, staffing continuity, cost management, and progress on City priorities. Contract extensions will be subject to satisfactory performance and Council approval. 4.5 Technology, Confidentiality, and Information Security • Use secure and reliable systems for email, document exchange, remote meetings, electronic signatures, calendaring, and file retention. • Protect attorney-client privileged, confidential, personnel, litigation, security, and personally identifiable information. • Describe cybersecurity practices, access controls, backup procedures, business continuity, and incident-response protocols applicable to City information. • Notify the City promptly of any actual or suspected unauthorized access, disclosure, loss, or compromise of City information. • Maintain City files in a manner that supports prompt transfer, public-records review, litigation hold obligations, and continuity of representation. 5. MINIMUM QUALIFICATIONS A proposal may be rejected as nonresponsive if the proposer does not demonstrate the following minimum qualifications: 1. The proposed City Attorney is an active member in good standing of the State Bar of California and is authorized to practice law in California. 2. The firm and proposed team possess substantial experience advising California cities or comparable local public agencies. 3. The proposed City Attorney has at least ten years of relevant legal experience, including significant California municipal-law experience. The City may consider an equivalent combination of experience and demonstrated capability. 4. The proposed team has demonstrated competence in the principal scope areas described in this RFP, including municipal governance, public meetings, public records, contracts, land use, CEQA, public works, employment, code enforcement, and litigation or litigation management. 5. The proposed team must demonstrate experience with municipal code modernization, recodification, or systematic code-update projects and with communicating significant changes in California municipal law to client agencies. 6. The firm can provide dependable backup coverage and access to specialized expertise without sacrificing continuity. 7. The firm can identify and appropriately manage conflicts of interest and has no conflict that would materially impair representation of the City. 8. The firm can satisfy the City's insurance and contract requirements or clearly identify requested exceptions. 9. The proposer is able to commence services and complete the required transition on the schedule proposed by the City. 10. PROPOSAL CONTENT AND ORGANIZATION Proposals should be concise, complete, and organized in the order below. Marketing materials may be included only when directly relevant. The main proposal should not exceed 35 single-sided pages, excluding the cover, table of contents, resumes, required forms, and separate cost proposal. 6.1 Cover Letter • Identify the proposer and the individual authorized to bind the firm. • Confirm the proposer's interest, availability, and understanding of the engagement. • Identify the attorney proposed to serve as City Attorney. • State that the proposal will remain valid for at least 120 days after the due date. • Acknowledge all addenda. 6.2 Executive Summary • Summarize the firm's qualifications, service approach, distinguishing strengths, proposed team, local availability, and overall value. • Identify any material assumptions or limitations. 6.3 Firm Profile and Capacity • Legal name, business address, office locations, ownership form, year established, and number of attorneys and support staff. • Office from which City services will primarily be performed. • Organizational structure, areas of practice, municipal-client workload, and capacity to accept the engagement. • Description of the firm's quality-control, supervision, continuity, and backup-coverage practices. 6.4 Proposed City Attorney and Legal Team • Name, title, office location, California Bar number, admission date, current status, education, relevant certifications, professional affiliations, and resume for each proposed attorney. • Specific role, estimated level of participation, municipal clients, public-meeting commitments, and availability for the City. • Relevant experience in each major scope area and examples of comparable assignments. • Identify attorneys or other professionals who may perform specialized, litigation, research, paralegal, or administrative work. • Explain how the firm will maintain continuity and how substitutions will be managed. • Provide a Legal Expertise Matrix identifying the primary and backup attorney for each practice area listed below, years of relevant experience, office location, and proposed billing rate. The matrix should cover at least: Brown Act/Public Records Act/governance; Political Reform Act/FPPC/section 1090; land use/planning; CEQA/environmental; code enforcement; public works/contracts; water/wastewater/Proposition 218; labor and employment; litigation/risk; municipal code modernization; and state/federal regulatory matters affecting municipal infrastructure. 6.5 Relevant Municipal Experience • Describe recent work for California cities or comparable local agencies. • Provide representative examples involving general municipal counsel, Brown Act, Public Records Act, land use, CEQA, public works, utilities, employment, code enforcement, contracts, public safety, municipal finance, elections, and litigation. • Identify experience representing small cities with limited internal staffing and substantial contract-service relationships. • Describe any experience relevant to historic communities, tourism, municipal utilities, special districts, regional partnerships, or intergovernmental service agreements. • Describe experience conducting comprehensive municipal code reviews, recodification projects, or systematic code updates for California cities, including the approach used to prioritize and manage a multi-year modernization effort. • Describe experience advising on state and federal regulatory requirements affecting municipal infrastructure, utilities, public works, grants, or interagency projects. 6.6 Service Delivery Approach • Describe how the firm will provide day-to-day advice, manage assignments, triage urgent matters, review agendas, attend meetings, communicate status, and control cost. • Provide proposed response-time standards and emergency-contact procedures. • Explain how the firm will determine when to use the City Attorney, a deputy, an associate, a paralegal, or specialized counsel. • Describe the proposed process for legal intake, prioritization, matter tracking, deadlines, monthly reports, budgets, and invoice review. • Describe in-person availability, remote-work practices, travel, technology, and the proposed approach to regular City Attorney office hours, including frequency, whether services would be in person, remote, or hybrid, which attorney would provide them, and associated cost assumptions. • Describe how the firm identifies significant changes in California municipal law and communicates actionable legal and legislative updates to City management and affected departments. • Describe how the firm will develop, document, and preserve institutional knowledge of San Juan Bautista so that continuity is maintained over the life of the engagement. 6.7 Transition Plan • Provide a detailed plan for the first 30, 60, and 90 days. • Address file transfer, privilege, matter inventory, deadlines, litigation, contracts, pending advice, open-records issues, and coordination with outgoing counsel. • Identify information and assistance required from the City. • Describe how the proposer will minimize disruption and establish working relationships with the Council and staff. 6.8 Conflicts of Interest and Independence • List current and former clients within the last five years that have a substantial property, business, regulatory, contractual, or adversarial interest involving the City. • List current public-agency clients and identify foreseeable conflicts, including overlapping meeting schedules or regional matters. • Describe the firm's conflict-checking procedures and proposed method for addressing actual or potential conflicts. • Disclose any relationship that could reasonably be perceived as affecting independence or professional judgment. • Do not assume that a future waiver will be granted. 6.9 Claims, Litigation, Discipline, and Professional Responsibility Disclosures • Disclose material malpractice claims, lawsuits, arbitration, settlements, or professional- liability claims involving the firm or proposed team during the last five years. • Disclose public discipline or currently pending public disciplinary proceedings involving proposed attorneys, to the extent legally disclosable. • Disclose contract terminations for cause or material performance disputes involving public-agency clients during the last five years. • Explain the circumstances, status, outcome, and corrective action for each disclosed matter. 6.10 References • Provide three to five references from California local public agencies for which the proposed City Attorney or key team members performed comparable work within the last five years. • For each reference, provide the agency, services, dates, lead attorney, contact name, title, email, and telephone number. • The City may contact any listed or known client and may independently verify information. 6.11 Exceptions and Requested Contract Revisions • Identify every requested exception to this RFP, the City's standard professional services agreement, insurance requirements, indemnity provisions, or other anticipated terms. • Provide proposed replacement language and the business or legal reason for the request. • Failure to identify an exception may be treated as acceptance of the requirement. Excessive or material exceptions may reduce the proposal's score or result in rejection. 6.12 Cost Proposal • Submit the cost proposal as a separate electronic file labeled COST PROPOSAL - [FIRM NAME]. • Use Appendix B and provide all requested supporting details. • Do not include pricing in the main technical proposal except for a general description of the proposed fee structure. 7. COST PROPOSAL INSTRUCTIONS The City will evaluate cost as one component of overall best value. The cost proposal must be complete and must identify all rates, retainers, minimums, assumptions, exclusions, reimbursable costs, and escalation provisions. Proposers may offer more than one pricing alternative. 7.1 Required Pricing Information • Hourly billing rates for the proposed City Attorney, deputies, partners, counsel, associates, paralegals, law clerks, investigators, and other billable personnel; • Any monthly retainer, flat fee, blended rate, meeting package, or hybrid arrangement, with a precise description of included and excluded services; • Rates for litigation, labor and employment, investigations, land use, CEQA, public finance, code enforcement, or other specialized work if different from general rates; • Rates or treatment for travel time, waiting time, after-hours work, emergency work, and attendance by more than one attorney; • Reimbursable costs and any markup. Ordinary office overhead, word processing, routine electronic research, local telephone charges, standard postage, and administrative time should be included in professional rates unless expressly stated otherwise; • Mileage and travel charges, including geographic areas for which mileage will not be charged; • Proposed annual rate adjustments. Rates should remain fixed for the first 12 months. Any later increase will require City approval and should not exceed the lesser of the applicable CPI-U change or five percent unless the City expressly approves otherwise; • Any proposed discounts, public-agency rates, volume adjustments, or not-to-exceed amounts; • A sample monthly invoice showing the level of detail the City would receive. • Separate pricing for the proposed weekly City Attorney office-hours model, including the attorney expected to provide the service, whether travel time is billed, and any minimum commitment or retainer assumptions. 7.2 Pricing Assumptions State all assumptions used to prepare the cost proposal. The City prefers transparent pricing that allows comparison across firms. Ambiguous, conditional, or materially incomplete pricing may reduce the proposal's score. 8. EVALUATION AND SELECTION PROCESS 8.1 Responsiveness Review City staff will review proposals for timely submission, required content, minimum qualifications, and material responsiveness. The City may reject incomplete or nonresponsive proposals or may waive minor irregularities when in the City's interest. 8.2 Written Proposal Evaluation No. Evaluation Criterion Points 1 Qualifications and relevant municipal experience 25 2 Proposed City Attorney and legal team 25 3 Service delivery, responsiveness, continuity, and transition approach 25 4 References, conflicts, disclosures, and demonstrated professional judgment 10 No. Evaluation Criterion Points 5 Cost, fee transparency, and overall value 10 6 Clarity, completeness, and responsiveness of proposal 5 TOTAL 100 8.3 Interviews and Additional Information Following staff evaluation and ranking of responsive proposals, the results and recommended finalists will be presented to the City Council. The City Council will determine the firms to be invited to finalist interviews. Finalist interviews will be conducted by the full City Council and evaluated as a separate 50-point phase. Interviews may include judgment, communication, solution-oriented problem-solving, municipal-law expertise, staffing, availability, conflicts, hypothetical municipal issues, office- hours approach, institutional knowledge, transition, cost management, and the working relationship with the City Council and staff. The City may request presentations, writing samples, supplemental disclosures, revised pricing, best-and-final offers, or contract discussions. Staff may conduct reference checks, State Bar status checks, conflict reviews, background verification, and other due diligence before or after interviews. Final evaluation may consider both the written-proposal score and the separately scored City Council interview results, together with verified references, conflicts, contract exceptions, and other due diligence relevant to the City's best interests. No. Interview Criterion Points 1 Judgment, practical problem solving, and solution-oriented legal 15 approach 2 Communication, responsiveness, accessibility, and working relationship 10 3 Municipal-law expertise and application to City scenarios 10 4 Proposed staffing, continuity, office-hours model, and institutional 10 knowledge 5 Transition approach, cost awareness, and overall fit 5 TOTAL 50 8.4 Final Selection and Appointment The City may negotiate with the highest-ranked proposer or with more than one proposer. If negotiations are unsuccessful, the City may discontinue negotiations and proceed to another proposer. Final selection, appointment of the City Attorney, and approval of the professional services agreement are subject to City Council action at a duly noticed public meeting. The City reserves the right to consider any information it deems relevant to the City's best interests, including qualifications, trust, judgment, responsiveness, conflicts, proposed personnel, cost, references, interview performance, and contract terms. 9. GENERAL SOLICITATION TERMS 9.1 City Rights The City may amend, suspend, cancel, reissue, or terminate this RFP; reject any or all proposals; waive minor irregularities; request clarification or additional information; negotiate with one or more proposers; make a partial or multiple award; or decide not to award a contract. Issuance of this RFP does not commit the City to award or pay any cost. 9.2 Proposal Preparation Costs All costs of preparing, submitting, presenting, negotiating, and contracting are the proposer's responsibility. The City will not reimburse such costs. 9.3 Public Records and Confidential Information Proposals and related records may be subject to disclosure under the California Public Records Act. Proposers must clearly identify material claimed to be exempt and state the legal basis for the claim. Blanket designations such as "confidential" are discouraged and may not be honored. The City will determine disclosure obligations under applicable law and does not guarantee confidentiality. 9.4 Proposal Ownership Proposals and materials submitted become City records and will not be returned. Copyrighted material remains subject to applicable law, but the proposer grants the City the right to use proposal content for evaluation, contracting, administration, and public-agency purposes. 9.5 Addenda and Interpretations Only written addenda issued by the City are binding. Oral statements, informal interpretations, and information from unauthorized persons do not modify this RFP. 9.6 No Improper Contacts or Lobbying From issuance through final Council action, proposers must not attempt to influence the procurement through unauthorized contact with Councilmembers, commissioners, employees, consultants, or evaluators. This restriction does not prohibit participation in public meetings or communications expressly authorized by the City. 9.7 Collusion and Ethical Conduct By submitting a proposal, the proposer certifies that the proposal was independently prepared without collusion and that no improper benefit, gift, or inducement has been offered. The proposer must comply with applicable ethics, conflict, anti-fraud, and professional-responsibility requirements. 9.8 Proposal Modification or Withdrawal A proposer may modify or withdraw its proposal by written notice received before the submission deadline. After the deadline, proposals may not be withdrawn except with the City's written consent. 9.9 Protest Procedure A proposer wishing to protest an intended award must submit a detailed written protest to the City Manager within five business days after the City issues notice of intended selection. The protest must state the specific factual and legal grounds and include supporting documents. Challenges to the professional judgment or relative weighting of evaluation criteria will not, by themselves, establish grounds for protest. The City may proceed with the procurement while a protest is considered. 9.10 Governing Law and Venue This solicitation and any resulting agreement will be governed by California law. Venue for disputes will lie in San Benito County unless otherwise required by law or agreed in writing. 10. CONTRACT REQUIREMENTS The selected proposer will be required to execute a professional services agreement acceptable to the City. The following summarizes anticipated requirements. The final agreement will control. 10.1 Contract Term The anticipated initial term is two years, with up to three optional one-year extensions exercisable by the City, subject to Council approval, satisfactory performance, funding, and mutually acceptable compensation. The City anticipates conducting a formal performance review at least annually, and no extension is guaranteed. 10.2 Appointment and Representation The City Council will appoint the designated individual as City Attorney. The attorney and firm represent the City as an entity and not individual Councilmembers, officers, employees, or agents in their personal capacities unless separately authorized and ethically permissible. 10.3 Key Personnel The City may approve or reject proposed key personnel and may require replacement of personnel whose performance, availability, communication, or conduct is unsatisfactory. Material substitutions require advance written approval. 10.4 Independent Contractor The selected firm and its personnel will act as independent contractors and not City employees. The firm is responsible for compensation, taxes, benefits, supervision, licensing, and employment obligations for its personnel. 10.5 Insurance Before commencing work, the selected firm must provide insurance acceptable to the City, anticipated to include professional liability/errors and omissions of not less than $1,000,000 per claim and $2,000,000 aggregate; commercial general liability of not less than $1,000,000 per occurrence and $2,000,000 aggregate; automobile liability of not less than $1,000,000 combined single limit when applicable; and workers' compensation as required by law with employer's liability of not less than $1,000,000. Requirements are subject to the City's standard agreement and risk review. 10.6 Indemnification The agreement will include indemnification and defense provisions appropriate for professional legal services and consistent with applicable law and the City's standard contract requirements. 10.7 Licenses and Professional Standing All attorneys performing legal services must remain duly licensed and in good standing. The firm must promptly notify the City of any change that could affect eligibility, availability, professional standing, insurance, or ability to perform. 10.8 Conflicts and Waivers The firm must perform ongoing conflict checks and promptly disclose actual or potential conflicts. No conflict waiver is effective unless approved in writing by an authorized City representative after consultation as appropriate. The City is not obligated to grant a waiver. 10.9 Subcontractors and Special Counsel The firm may not delegate material services or retain subcontractors or special counsel at City expense without advance written authorization. Approved outside services must be billed without markup unless expressly approved. 10.10 Records, Work Product, and Transition City matter files and work product prepared for the City will be maintained and transferred consistent with applicable law, ethical duties, privileges, confidentiality, and the agreement. The firm must cooperate in orderly transition at commencement and termination. 10.11 Billing and Audit Invoices must comply with the RFP and agreement. The City may review supporting billing records, matter budgets, and reimbursable costs, subject to privilege and confidentiality. Disputed charges must be addressed promptly. 10.12 Termination The agreement will recognize the City Council's appointing authority and will include termination provisions, transition obligations, final billing, file transfer, and cooperation with successor counsel. Proposers must identify any requested notice period or termination-related condition in their exceptions. 10.13 Non-Discrimination and Compliance With Law The firm must comply with applicable federal, state, and local laws, including non- discrimination, accessibility, privacy, records, ethics, licensing, and professional-responsibility requirements. 11. SUBMISSION INSTRUCTIONS 11.1 Deadline and Delivery Proposals must be received no later than the date and time stated on the cover page. Late submissions may be rejected. The proposer is responsible for confirming timely delivery and readable files. Proposal due November 30, 2026 at 5:00 P.M. PST Submit to Proposals@sanjuanbautista.ca.gov Email subject CITY ATTORNEY RFP - [FIRM NAME] Technical proposal file CITY ATTORNEY PROPOSAL - [FIRM NAME].pdf Cost proposal file COST PROPOSAL - [FIRM NAME].pdf 11.2 Required Files • One searchable PDF containing the complete technical proposal and appendices, excluding cost; • One separate searchable PDF containing the cost proposal; • Any requested contract redline or exceptions in a separate PDF or editable Word file, if applicable; • Files should not be password protected unless the City gives prior written approval. 11.3 Submission Certification Submission of a proposal constitutes the proposer's certification that the information is accurate, the signer is authorized, required disclosures have been made, the proposer has reviewed the RFP and addenda, and the proposer is prepared to negotiate and perform the proposed services. APPENDIX A - PROPOSAL CHECKLIST Include this checklist or an equivalent index with the technical proposal. No. Required Item Included 1 Signed cover letter and authorized representative information ☐ 2 Acknowledgment of all addenda ☐ 3 Executive summary ☐ 4 Firm profile and capacity ☐ 5 Proposed City Attorney, deputy/backup, team resumes, and Legal Expertise Matrix ☐ 6 Relevant California municipal experience ☐ 7 Service delivery, responsiveness, weekly office-hours, legislative- update, and institutional-knowledge approach ☐ 8 30/60/90-day transition plan ☐ 9 Conflicts and independence disclosure ☐ 10 Claims, litigation, discipline, and performance disclosures ☐ 11 At least five public-agency references ☐ 12 Requested exceptions and proposed contract revisions ☐ 13 Appendix C certification ☐ 14 Separate cost proposal using Appendix B ☐ APPENDIX B - COST PROPOSAL FORM Submit separately Complete this appendix and submit it as a separate file labeled COST PROPOSAL - [FIRM NAME]. Pricing must include all information necessary to understand and compare the proposed fee structure. Firm name ____________________________________________________________ Proposed City ____________________________________________________________ Attorney Pricing option ☐ Hourly ☐ Monthly retainer ☐ Hybrid ☐ Other: __________ Proposal valid ____________________________________________________________ through B.1 Hourly Rates Role / Name General Rate Specialized Rate Travel Rate Proposed City Attorney $________ $________ $________ Deputy/backup City Attorney $________ $________ $________ Partner/counsel $________ $________ $________ Associate attorney $________ $________ $________ Paralegal/law clerk $________ $________ $________ Other billable professional $________ $________ $________ B.2 Retainer or Alternative Pricing Monthly amount $________________________ Services included Services excluded Included hours or meetings Overage or additional-work rates B.3 Expenses and Adjustments Item Proposed Treatment / Amount Mileage rate and no-charge geographic area Travel-time billing policy Copying, postage, delivery, filing, and court costs Electronic research and database charges Outside vendors, experts, investigators, or special counsel Administrative, clerical, or file-management charges Annual rate-adjustment formula and effective date Other fees, minimums, surcharges, or assumptions Weekly City Attorney office-hours model B.4 Sample Monthly Cost For evaluation only, estimate the monthly cost of the following hypothetical service mix. State all assumptions. This scenario does not represent a commitment or guaranteed workload. Hypothetical Service Quantity General advice, document review, and staff consultation 20 attorney hours One regular City Council meeting, including preparation 6 attorney hours Planning/land-use and CEQA advice 6 attorney hours Employment/personnel advice 4 attorney hours Contract and public-works review 6 attorney hours Paralegal or law-clerk support 4 hours Estimated professional fees $________________________ Estimated reimbursable expenses $________________________ Estimated total $________________________ APPENDIX C - DISCLOSURE AND CERTIFICATION Complete and sign this certification. Attach additional pages when necessary. Legal name of ____________________________________________________________ proposer Business address ____________________________________________________________ Authorized ____________________________________________________________ representative Title ____________________________________________________________ Email / telephone ____________________________________________________________ ☐The proposer has reviewed the RFP and all addenda and has provided complete and accurate information to the best of the signer's knowledge. ☐ The signer is authorized to submit the proposal and bind the proposer during negotiations and contract execution. ☐ The proposal was independently prepared without collusion, fraud, or improper influence. ☐ All actual or potential conflicts known after reasonable inquiry have been disclosed, and the proposer will promptly disclose newly identified conflicts. ☐ All material claims, litigation, discipline, terminations, and professional-responsibility matters required by the RFP have been disclosed. ☐ The proposed attorneys are licensed and authorized to practice as represented, and the proposer will promptly report any material change in professional standing or ability to perform. ☐ The proposer understands that proposal materials may be public records and that confidentiality is not guaranteed. ☐ The proposer can satisfy the stated insurance and contract requirements except as expressly identified in the proposal. ☐ The proposal will remain valid for at least 120 days after the proposal deadline. APPENDIX D - PROFESSIONAL SERVICES AGREEMENT CITY OF SAN JUAN BAUTISTA PROFESSIONAL SERVICES AGREEMENT CITY ATTORNEY AND MUNICIPAL LEGAL SERVICES THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into as of __________**, 20** ("Effective Date"), by and between the CITY OF SAN JUAN BAUTISTA, a California general law city ("City"), and ________________________________, a ________________________________ ("Firm"). City and Firm may be referred to individually as a "Party" and collectively as the "Parties." RECITALS A. The City requires comprehensive City Attorney and municipal legal services to advise and represent the City Council, City Manager, City Clerk, departments, boards, commissions, committees, and authorized staff in matters arising under California municipal law and related federal, state, and local law. B. The City issued a competitive Request for Proposals for City Attorney and Municipal Legal Services ("RFP") and evaluated proposals based on qualifications, proposed personnel, responsiveness, service approach, municipal experience, continuity, cost, and overall value. C. Firm submitted a proposal dated ____________ ("Proposal") and represented that it possesses the experience, personnel, professional qualifications, capacity, and resources necessary to perform the services described in this Agreement. D. On ____________, the City Council selected Firm and appointed ________________________________ to serve as City Attorney, subject to the terms of this Agreement and applicable law. NOW, THEREFORE, in consideration of the mutual covenants and conditions stated below, the Parties agree as follows: 1. APPOINTMENT; REPRESENTATION OF THE CITY 1.1 Appointment. The City Council appoints ________________________________ ("Designated City Attorney") to serve as City Attorney. The Designated City Attorney is a key person under this Agreement and shall serve at the pleasure of the City Council, subject to the termination provisions of this Agreement and applicable law. 1.2 Client. Firm represents the City of San Juan Bautista as a municipal entity. Unless separately authorized in writing and ethically permissible, Firm does not represent any individual Councilmember, officer, employee, consultant, volunteer, board member, commissioner, or agent in that person's individual capacity. 1.3 Professional Independence. Firm shall exercise independent professional judgment and comply with all duties imposed by the California Rules of Professional Conduct, the State Bar Act, and other applicable law governing attorneys and the attorney-client relationship. 2. SCOPE OF SERVICES 2.1 General Scope. Firm shall provide comprehensive City Attorney and municipal legal services as described in Exhibit A, incorporated by reference. The scope includes routine general counsel services and specialized legal services as authorized by the City. 2.2 Authorized Direction and Coordination. The City Council establishes policy direction and retains authority over the appointment and performance evaluation of the City Attorney. The City Manager shall serve as the primary administrative contact for the Firm and shall coordinate day-to-day legal assignments, priorities, service delivery, and communications on behalf of the City. Other City officers, employees, or consultants may request legal services when authorized by the City Manager or City Council. Nothing in this section limits the City Attorney's professional independence or responsibility to the City Council or the City as the organizational client. 2.3 Practical and Solution-Oriented Advice. Firm shall provide clear, timely, practical, and legally sound advice. When identifying legal risk or a legal constraint, Firm should, when reasonably possible, identify lawful and operationally practical alternatives for accomplishing the City's underlying objective. 2.4 No Guarantee of Work. City does not guarantee a minimum number of hours, matters, meetings, assignments, or fees. Work will vary according to City operations, projects, development activity, claims, litigation, personnel matters, emergencies, and other needs. 3. TERM; EXTENSIONS; PERFORMANCE REVIEW 3.1 Initial Term. The initial term of this Agreement shall begin on the Effective Date and continue for two (2) years unless earlier terminated in accordance with this Agreement. 3.2 Optional Extensions. The City may extend the Agreement for up to three (3) additional one-year periods by written amendment approved by the City Council, subject to satisfactory performance, available funding, mutually acceptable compensation, and any other terms approved by the City. 3.3 Performance Review. The City Council will conduct performance reviews annually of the Designated City Attorney. They may evaluate responsiveness, quality of advice, communication, availability, continuity, meeting support, institutional knowledge, and other performance expectations. Any extension may be conditioned on satisfactory performance. 4. KEY PERSONNEL; STAFFING; CONTINUITY 4.1 Key Personnel. The Designated City Attorney and primary Deputy/Backup City Attorney identified in Exhibit A are material to the City's selection. Firm shall not materially reassign or replace key personnel without prior written approval of the City. 4.2 Backup Coverage. Firm shall maintain qualified backup coverage for vacations, illness, emergencies, conflicts, workload peaks, and specialized matters. If the Designated City Attorney is unavailable, an approved deputy or other qualified attorney shall be available to protect the City's interests and maintain continuity. 4.3 Efficient Staffing. Firm shall assign work to the lowest-billing qualified professional consistent with quality, continuity, efficiency, professional responsibility, and City direction. Firm shall avoid unnecessary duplication of attorney attendance or review. 4.4 Institutional Knowledge. Firm shall develop and maintain an understanding of the City's organizational structure, policies, significant agreements, infrastructure projects, regulatory obligations, pending matters, and institutional history relevant to effective representation. Firm shall maintain systems that preserve this knowledge and facilitate continuity among assigned attorneys. 5. AVAILABILITY; RESPONSE STANDARDS; OFFICE HOURS 5.1 Urgent Matters. Firm shall acknowledge urgent or time-sensitive matters as soon as practicable and generally within the same business day. 5.2 Routine Matters. Firm shall acknowledge routine inquiries within one (1) business day and generally provide a substantive response, requested work product, or an estimated completion date within two (2) business days, unless the nature or complexity of the assignment reasonably requires additional time. 5.3 Proactive Communication. Firm shall promptly advise the City when an assignment may exceed the requested timeline, approved budget, or expected scope, and shall identify recommended next steps. 5.4 Emergency Availability. Firm shall maintain a reliable method for the City Manager and other authorized officials to reach an attorney outside normal business hours when reasonably necessary to protect the City's interests. 5.5 Regular Office Hours. Firm shall provide regular scheduled City Attorney office hours in accordance with Exhibit A. Unless otherwise agreed, the service model will include up to one eight-hour workday per week available for City business, which may be provided in person, remotely, or through an approved hybrid arrangement. The Designated City Attorney or approved deputy shall use these office hours for staff consultations, document review, meetings, training, matter follow-up, and other authorized City business. 6. PUBLIC MEETINGS; AGENDA REVIEW; TRAINING 6.1 Council Meetings. The Designated City Attorney or approved deputy shall attend regular and special City Council meetings and closed sessions as requested by the City. Regular Council meetings are expected to be attended in person unless the City authorizes remote attendance. 6.2 Other Meetings. Firm shall attend Planning Commission, board, commission, committee, staff, project, interagency, or other meetings when requested. 6.3 Agenda Review. Firm shall coordinate with City staff regarding agenda production and shall review agenda materials and identify legal issues sufficiently in advance of publication whenever reasonably practicable. 6.4 Training. Firm shall provide periodic training or briefings on the Brown Act, Public Records Act, ethics and conflicts, land use, CEQA, code enforcement, employment, contracting, records, and other legal topics affecting City operations as requested. 7. LEGISLATIVE AND LEGAL UPDATES Firm shall monitor significant new legislation, regulations, Attorney General guidance, and court decisions affecting California local government and shall proactively advise the City Manager and affected departments of material changes, compliance deadlines, and recommended actions. General client alerts alone shall not satisfy this requirement when a change materially affects City operations and individualized guidance is reasonably necessary. 8. MUNICIPAL CODE REVIEW AND MODERNIZATION As authorized by the City, Firm shall assist with a comprehensive review and modernization of the San Juan Bautista Municipal Code. Services may include identifying outdated, inconsistent, duplicative, or legally deficient provisions; prioritizing amendments; preparing ordinances and code revisions; coordinating departmental review; and working with the City's code publisher or other service providers. Any significant code modernization project may be phased or separately budgeted by mutual agreement. 9. COMPENSATION; BILLING; COST CONTROL 9.1 Compensation. City shall compensate Firm in accordance with the rates and fee structure in Exhibit B. No other rate, retainer, minimum, surcharge, or fee shall apply unless expressly stated in Exhibit B or approved in writing by the City. 9.2 Rate Adjustments. Rates shall remain fixed for the first twelve (12) months. Thereafter, any increase is subject to City approval and shall not exceed the lesser of the applicable CPI-U increase or five percent (5%) unless the City Council expressly approves otherwise. 9.3 Monthly Invoices. Firm shall submit itemized monthly invoices organized by matter number and identifying the professional, date, task description, time, rate, amount, and reimbursable cost. Firm shall avoid block billing and shall provide sufficient detail for meaningful review while preserving privilege and confidentiality. 9.4 Matter Budgets. Upon request, Firm shall provide matter budgets, phase budgets, not-to- exceed estimates, or cost forecasts for litigation, investigations, transactions, public works matters, land-use matters, code enforcement, or other significant assignments. 9.5 Reimbursable Costs. Reimbursable expenses shall be limited to those expressly identified in Exhibit B and actually incurred. Ordinary office overhead, clerical time, word processing, routine electronic research, local telephone charges, and standard administrative expenses shall not be separately billed unless expressly authorized in Exhibit B. 9.6 Payment. Undisputed invoices are payable in accordance with the City's normal accounts-payable procedures. The City may request clarification or supporting records for invoiced amounts, subject to attorney-client privilege and other applicable protections. 10. MATTER MANAGEMENT; REPORTING; RECORDS 10.1 Matter Management. Firm shall maintain organized electronic matter files containing, as applicable, correspondence, advice, pleadings, agreements, research, key deadlines, and final work product. 10.2 Status Reports. Firm shall provide a current open-matter list and status report at least monthly and whenever reasonably requested. Reports should identify the responsible attorney, status, next steps, key deadlines, material risk, and budget information when appropriate. 10.3 City Files. Subject to applicable law, ethical obligations, privilege, and retention requirements, City matter files and work product prepared for the City shall be maintained so they can be promptly transferred to the City or successor counsel upon request or termination. 10.4 Public Records and Litigation Holds. Firm shall maintain records in a manner that reasonably supports the City's obligations concerning public records, litigation holds, discovery, confidentiality, and records retention. 11. CONFIDENTIALITY; INFORMATION SECURITY 11.1 Confidentiality. Firm shall protect attorney-client privileged, confidential, personnel, litigation, security-sensitive, and personally identifiable information in accordance with applicable law and professional obligations. 11.2 Information Security. Firm shall maintain reasonable administrative, technical, and physical safeguards for City information, including access controls, secure document exchange, backup, business continuity, and incident-response practices appropriate to the nature of the information handled. 11.3 Security Incidents. Firm shall promptly notify the City Manager of any actual or suspected unauthorized access, disclosure, loss, or compromise of City information and shall cooperate with reasonable investigation and remediation efforts. 12. CONFLICTS OF INTEREST; WAIVERS 12.1 Conflict Checks. Firm shall conduct ongoing conflict checks and promptly disclose actual or potential conflicts that may affect representation of the City. 12.2 No Automatic Waiver. The City is not obligated to waive any conflict. No waiver is effective unless approved in writing by an authorized City representative after appropriate consultation and disclosure. 12.3 Regional and Adverse Matters. Firm shall promptly disclose representation of clients whose interests may be adverse to the City in regional, regulatory, contractual, transactional, litigation, land-use, utility, public works, or other matters in which the City has a material interest. 13. CLAIMS; LITIGATION; SPECIAL COUNSEL; OUTSIDE SERVICES 13.1 Litigation and Claims. Firm shall evaluate claims and threatened litigation, advise regarding strategy and settlement, coordinate preservation of evidence, and represent the City in contested matters when authorized and within Firm's approved assignment. 13.2 Coordination. Firm shall coordinate as authorized with the City's risk pool, insurers, claims administrator, defense counsel, labor counsel, bond counsel, consultants, and other outside counsel. 13.3 Special Counsel. Firm shall advise the City when a matter exceeds Firm's expertise, presents a conflict, or would be more efficiently handled by specialized counsel. Firm shall not retain subcontractors, investigators, experts, or special counsel at City expense without prior written authorization. Approved outside services shall be billed without markup unless expressly approved. 14. INSURANCE Before commencing services and throughout the term, Firm shall maintain insurance acceptable to the City, including: (a) professional liability/errors and omissions insurance of not less than $1,000,000 per claim and $2,000,000 aggregate; (b) commercial general liability of not less than $1,000,000 per occurrence and $2,000,000 aggregate; (c) automobile liability of not less than $1,000,000 combined single limit when applicable; and (d) workers' compensation as required by law with employer's liability of not less than $1,000,000. Specific insurance requirements may be stated in Exhibit C. The City may approve reasonable modifications based on risk review. 15. INDEMNIFICATION To the fullest extent permitted by law and consistent with obligations applicable to professional legal services, Firm shall indemnify, defend, and hold harmless the City and its officers, officials, employees, and agents from and against claims, damages, losses, liabilities, and expenses arising from the negligent acts, errors, omissions, recklessness, or willful misconduct of Firm or persons for whom Firm is legally responsible in the performance of this Agreement. The Parties acknowledge that any defense obligation for professional negligence shall be interpreted and applied consistent with applicable California law. 16. INDEPENDENT CONTRACTOR Firm and its personnel are independent contractors and not employees of the City. Firm is solely responsible for compensation, payroll taxes, benefits, supervision, licensing, and employment obligations for its personnel. Nothing in this Agreement creates a partnership, joint venture, or employment relationship between the Parties. 17. TERMINATION; TRANSITION 17.1 Termination by City. The City may terminate this Agreement, with or without cause, upon sixty (60) days' prior written notice to Firm, unless the City Council approves a shorter notice period in a written amendment or termination agreement. 17.2 Termination by Firm. Firm may terminate this Agreement upon sixty (60) days' prior written notice to the City, subject to applicable professional obligations and any requirements concerning withdrawal from representation. 17.3 Immediate Action for Cause or Ethical Necessity. Nothing in this Agreement limits the City's authority to take immediate action concerning the appointment of the City Attorney or key personnel when permitted by law, or limits Firm's professional obligations when continued representation is prohibited or otherwise governed by ethical rules. 17.4 Transition Duties. During any notice or transition period, Firm shall continue to provide services reasonably necessary to protect the City's interests and shall cooperate in an orderly transfer of active matters, files, deadlines, litigation, pending advice, agreements, institutional knowledge, and responsibilities to the City or successor counsel. 17.5 Final Billing and Files. Firm shall promptly submit final invoices and transfer City files and work product upon termination, subject to applicable law, privilege, ethical obligations, and any lawful lien rights. Firm shall provide a transition memorandum identifying active matters, key deadlines, risks, responsible personnel, and recommended next steps. 18. STANDARD OF PERFORMANCE; COMPLIANCE WITH LAW Firm shall perform services with the skill, care, diligence, and professional competence ordinarily exercised by qualified California municipal attorneys performing similar services. Firm and all attorneys providing services shall remain duly licensed and in good standing and shall comply with applicable federal, state, and local law and professional-responsibility requirements. 19. NOTICES All formal notices under this Agreement shall be in writing and delivered personally, by nationally recognized overnight delivery service, or by certified mail, return receipt requested, to the addresses below. Courtesy copies may also be provided by email. CITY: FIRM: City Manager [Firm Name] City of San Juan Bautista Attn: [Name / Title] 311 Second Street │P.O. Box 1420 [Address] San Juan Bautista, CA 95045 [City, State ZIP] Email: citymanager@sanjuanbautista.ca.gov Email: [Email] 20. ASSIGNMENT; DELEGATION Firm may not assign this Agreement or delegate material responsibilities to another firm without prior written approval of the City. Internal assignment among approved Firm attorneys is permitted subject to the key-personnel, staffing, conflict, and continuity provisions of this Agreement. 21. OWNERSHIP AND USE OF WORK PRODUCT Subject to applicable law, attorney-client privilege, ethical obligations, and rights in Firm's pre- existing forms or proprietary practice materials, work product prepared specifically for the City in the course of representation shall be available for the City's use and shall be included in City matter files. Firm may retain copies as required or permitted by law and professional obligations. 22. GENERAL PROVISIONS 22.1 Governing Law and Venue. This Agreement shall be governed by the laws of the State of California. Venue for any action arising from this Agreement shall lie in San Benito County unless otherwise required by law. 22.2 Entire Agreement. This Agreement, including its exhibits, the RFP, and the portions of Firm's Proposal expressly incorporated by reference, constitutes the entire agreement between the Parties concerning the subject matter. In the event of conflict, the order of precedence shall be: (1) this Agreement; (2) Exhibit A; (3) Exhibit B; (4) Exhibit C; (5) the RFP; and (6) the Proposal, unless the City expressly agrees otherwise in writing. 22.3 Amendment. This Agreement may be amended only by a written instrument executed by authorized representatives of both Parties and approved as required by City law and policy. 22.4 Severability. If any provision is held invalid or unenforceable, the remaining provisions shall remain in effect to the maximum extent permitted by law. 22.5 Waiver. A waiver of any breach is not a waiver of any other or subsequent breach. No waiver is effective unless in writing. 22.6 Counterparts and Electronic Signatures. This Agreement may be executed in counterparts and by electronic or PDF signature, each of which shall be deemed an original and all of which together constitute one instrument. 22.7 Authority. Each person signing this Agreement represents that he or she is authorized to execute it on behalf of the Party identified below. SIGNATURES CITY OF SAN JUAN BAUTISTA [FIRM NAME] By: ______________________________ By: ______________________________ Ashley Collick, City Manager Name: ____________________________ Date: ____________________________ Title: _____________________________ Date: _____________________________ EXHIBIT A SCOPE OF SERVICES, KEY PERSONNEL, AND SERVICE DELIVERY A.1 Designated Personnel Designated City Attorney: ________________________________ Primary Deputy/Backup City Attorney: ________________________________ Additional approved attorneys/professionals: ________________________________ A.2 Core Municipal Legal Services • General municipal counsel, governance, ethics, conflicts, due process, and legal-risk advice. • Brown Act, California Public Records Act, Political Reform Act, Government Code section 1090, public hearing procedure, elections, and transparency matters. • Preparation and review of ordinances, resolutions, staff reports, policies, procedures, notices, agreements, contracts, leases, licenses, forms, and other City documents. • Land use, planning, zoning, subdivisions, development agreements, housing law, historic resources, entitlements, CEQA, environmental review, and related litigation or administrative proceedings. • Public works, procurement, competitive bidding, prevailing wage, construction and consultant contracts, change orders, claims, infrastructure, easements, rights-of-way, encroachments, acquisition, disposition, and eminent domain. • Water and wastewater utility matters, rates, fees, capacity charges, Proposition 218, Proposition 26, infrastructure, regulatory compliance, grants, and interagency agreements. • Labor, employment, personnel, investigations, discipline, leaves, disability accommodation, labor relations, discrimination, wage-and-hour, workplace safety, and employment agreements. • Code enforcement, nuisance abatement, administrative citations, liens, warrants, dangerous buildings, vehicle abatement, and other regulatory enforcement. • Public safety, emergency management, fire and law-enforcement service agreements, claims, risk management, litigation, and coordination with insurers and claims administrators. • Legislative monitoring, legal updates, municipal code modernization, and training for elected officials and staff. • Intergovernmental, regional, state, and federal regulatory matters affecting municipal infrastructure and City operations. A.3 Office Hours and Availability Regular City office hours/service model: ________________________________________________ In-person frequency: __________________ Remote availability: __________________ Emergency contact method: __________________________________________________________ A.4 Performance Standards • Urgent/time-sensitive matters acknowledged generally within the same business day. • Routine inquiries acknowledged within one business day, with a substantive response or estimated completion date generally within two business days. • Agenda review coordinated with the City's agenda-production calendar. • Monthly open-matter status report and itemized invoices. • Prompt notice of material changes in risk, strategy, schedule, scope, or projected cost. • Orderly transition of files, deadlines, and institutional knowledge at commencement and termination. A.5 Transition Plan Within the first 30, 60, and 90 days, Firm shall complete the transition activities described in its Proposal, including matter inventory, file transfer, deadline review, litigation and claims review, pending legal advice, key agreements, recurring compliance obligations, and establishment of working relationships with the City Council and staff. EXHIBIT B COMPENSATION AND BILLING The compensation structure below shall be completed based on the selected Firm's final negotiated proposal. No amount is authorized unless stated below or subsequently approved in writing by the City. Role / Name General Rate Specialized Rate Travel Rate Designated City $_______ $_______ $_______ Attorney Deputy/Backup City $_______ $_______ $_______ Attorney Partner/Counsel $_______ $_______ $_______ Associate Attorney $_______ $_______ $_______ Paralegal/Law Clerk $_______ $_______ $_______ Other Billable Professional $_______ $_______ $_______ B.1 Retainer / Alternative Pricing Monthly retainer or alternative fee, if any: $________________ Services included: _________________________________________________________________ Services excluded: _________________________________________________________________ Included meetings/hours: __________________________________________________________ Overage/additional work rates: _____________________________________________________ B.2 Office Hours Pricing Weekly office-hours model and pricing: ______________________________________________ Travel-time treatment: ______________________________________________________________ Mileage/no-charge geographic area: _________________________________________________ B.3 Reimbursable Costs Mileage: __________________ Court/filing fees: __________________ Copying/postage/delivery: __________________ Electronic research/database charges: __________________ Outside vendors/experts/investigators: __________________ Other approved costs: __________________ B.4 Annual Adjustment Rates remain fixed for the first twelve (12) months. Thereafter, any requested adjustment is subject to City approval and the limitations in Section 9.2 of the Agreement. EXHIBIT C INSURANCE REQUIREMENTS Firm shall maintain the following insurance for the duration of the Agreement unless the City approves a modification in writing: • Professional Liability / Errors and Omissions: not less than $1,000,000 per claim and $2,000,000 aggregate. • Commercial General Liability: not less than $1,000,000 per occurrence and $2,000,000 aggregate. • Automobile Liability: not less than $1,000,000 combined single limit when applicable. • Workers' Compensation: statutory coverage as required by law; Employer's Liability not less than $1,000,000. • Certificates of insurance and any required endorsements shall be provided before commencement of services and upon renewal. General Liability and Automobile Liability policies shall name the City, its officers, officials, employees, and agents as additional insureds when appropriate and legally available. • Professional Liability coverage shall be maintained for the term and, if written on a claims- made basis, for an appropriate period following completion or termination of services as required by the City's risk review.