HomeMy WebLinkAboutE.10 - Staff Report - Interim Attorney ServicesCONSENT ITEM
E-10
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
VIA: SERGIO GONZALEZ, CITY MANAGER
FROM: TALIKA M. JOHNSON, DIRECTOR OF ADMINISTRATIVE SERVICES
DATE: AUGUST 18, 2025
SUBJECT: APPROVAL OF INTERIM CITY ATTORNEY AND GENERAL COUNSEL
SERVICES AGREEMENT WITH CASSO & SPARKS, LLP
BACKGROUND:
Since 2003, the City has contracted with Best, Best & Krieger, LLP (BB&K) to provide City
Attorney services for citywide legal matters. These retainer services have included routine, day -
to-day legal support such as reviewing contracts and agreements, reviewing City Council agendas,
attending public meetings, and providing legal expertise for special matters such as land use,
Proposition 218, and public contract code matters.
The City’s contract with BB&K ended July 31, 2025. In order to ensure the City had an official
city attorney on record, the City Council delegated authority to the City Manager to appoint an
interim city attorney. Effective August 1, 2025, the City Manager appointed James M. Casso of
Casso & Sparks, LLP, to serve as Interim City Attorney. The recommended actions ratify
appointment of James M. Casso as Interim City Attorney, ratify approval of a legal services
engagement agreement with Casso & Sparks, LLP, and authorizes the issuance of purchase orders
for general and special legal services with Casso & Sparks, LLP.
RECOMMENDATIONS:
Staff recommends that the City Council take the following actions:
1)Ratify approval of the City Manager to enter into a legal services agreement with Casso
& Sparks, LLP to provide general and special legal services for the period of August 1,
2025 through November 30, 2025; and
2)Ratify the appointment of James M. Casso as Interim City Attorney; and
APPROVED
CITY COUNCIL
8/18/2025
Interim City Attorney Services
August 18, 2025
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3) Approve issuance of a Blanket Purchase Order in the amount of $108,000 for Casso &
Sparks, LLP to cover the monthly retainer for general legal services; and
4) Approve issuance of a Blanket Purchase Order in the amount of $42,000 for Casso &
Sparks, LLP to cover special legal services outside the scope of the general retainer.
ANALYSIS:
Casso & Sparks, LLP has extensive experience providing legal services to multiple California
public agencies, as well as to elected and appointed officials in all areas of municipal law including
the Brown Act, Public Records Act, Tort Claims Act, Political Reform Act and conflict of interest
issues, election law matters, real estate transactions, public contracting, as well as planning and
land use. Under the proposed agreement, James M. Casso will serve as Interim City Attorney until
a permanent replacement is appointed.
Staff is requesting approval of two blanket purchase orders with Casso & Sparks, LLP – one for
the monthly retainer of $27,000 for general legal services, and one for special services outside the
scope of the retainer. The combined total of these Blanket Purchase Orders will not exceed
$150,000. It is anticipated that interim legal services will be required through November 30, 2025,
until the selection and transition to a permanent City Attorney is completed.
To ensure continuity of legal services, staff issued a Request for Qualifications (RFQ) for City
Attorney Services on August 7, 2025, to solicit proposals from qualified law firms (Attachment
2). The RFQ process will allow the City to evaluate and select a permanent City Attorney while
maintaining consistent legal support in the interim.
FISCAL IMPACT:
Sufficient budget is available in account 10-09-000-000-6301 for the $108,000 general retainer
fees and each department has sufficient budget to the cover the cost of special legal services.
Prepared by: Reviewed and Approved by:
Ariah Hammett Talika M. Johnson
Accountant Director of Administrative Services
Reviewed and Approved by:
Sergio Gonzalez
City Manager
Attachments:
1) Engagement of Legal Services with Casso & Sparks, LLP
2) RFQ for City Attorney Services
City of Azusa
Request for Qualifications
City Attorney Services
RFQ Issuance: August 7, 2025
Questions Due: August 21, 2025 at 5:00 PM PST
Qualifications Submission Due: September 4, 2025 at 5:00 PM PST
Contact:
Talika M. Johnson
Director of Administrative Services
City of Azusa
213 E. Foothill Blvd.
Azusa, CA 91702
Talika.Johnson@azusaca.gov
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I. INTRODUCTION
The City of Azusa invites qualified law firms to submit statements of qualifications to provide
comprehensive City Attorney and General Counsel legal services. This RFQ seeks to identify experienced
legal professionals with a demonstrated history of delivering responsive, effective, and ethical legal
guidance in a municipal government context.
The selected firm will provide legal services to the City Council, City Manager, departments, commissions,
boards, and affiliated entities such as the Azusa Light & Water Utility Board, Azusa Public Financing
Authority, and the Successor Agency of the former Redevelopment Agency. Legal services must
encompass both general counsel functions and specialized municipal legal expertise.
Award of contract will be to the firm whose qualifications best complies with the requirements of this RFQ
and any attachments, is the best fit for the City Council, and provides the best solution for the City’s needs.
The successful City Attorney will be required to enter into a Professional Services Agreement
(“Agreement”) with the City. An example of the Agreement is attached to this RFQ as Exhibit “A” and
incorporated herein by reference.
II. CITY BACKGROUND
Azusa is located in the San Gabriel Valley in the eastern portion of Los Angeles County, 24 miles east of
downtown Los Angeles at the base of the San Gabriel Mountains. Incorporated in 1898, the City’s
population is approaching 50,000 residents and covers approximately ten square miles. The City is a full-
service city that provides essential services including police, fire (contracted with LA County) utilities
(electric and water), planning, public works, finance, recreation, transit services, and more.
Azusa has been recognized for its family-friendly environment and policies, promoting wellness and
work/life balance. Housing costs are reasonable by Southern California standards and the estimated median
household income is $85,725. The “home town,” ambience, locally sponsored special events, attractive
parks, distinguished schools (including the prestigious Azusa Pacific University), interracial harmony, and
friendly citizenry all add to the luster of Azusa.
The City is a general law city operating under a Council/City Manager form of government, with District-
based elections. There are four elected at-large Council Members and one elected Mayor, each serving one
of the City’s five districts. The Mayor Pro-Tem is elected by the Council annually. City Council meetings
are typically held on the 1st and 3rd Monday of the month in the Azusa Civic Auditorium located at 213 E.
Foothill Blvd. Closed Session Meetings take place at 6:30pm and Regular Meeting/Ceremonial Meetings
take place at 7:30pm. The City Council serves as the Board for the: Successor Agency to the former
Redevelopment Agency, Azusa Public Financing Authority, and Azusa Light & Water Utility.
Since at least 2003, legal services had been provided under contract by the law firm of Best, Best & Krieger
LLP (BB&K). The most current agreement included provisions for both basic legal services and a defined
scope of special legal services. This RFQ offers an opportunity for interested legal providers to build on
this legacy and continue providing trusted, high-quality legal counsel to the City of Azusa.
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III. SCOPE OF SERVICES
The primary duties, functions, and services (the “Scope of Services” or “Services”) of the City Attorney
may include, but are not limited to, the following:
1. Attending and providing legal support at all regular and special City Council meetings, and other
public meetings as requested.
2. Providing legal advice to the City Council, City Manager, department heads, and other City staff
on a wide variety of municipal law matters.
3. Reviewing City documents, policies, procedures, forms and templates to ensure compliance with
current laws.
4. Drafting and reviewing ordinances, resolutions, contracts, agreements, policies, and other legal
documents.
5. Communicating with the press, when authorized to do so, regarding City legal matters.
6. Promptly responding to calls, e-mails, and correspondence from the City Council and staff.
7. Ensuring compliance with the City’s Municipal Code, federal and state laws, the Brown Act, the
Public Records Act, the Political Reform Act, and all applicable codes.
8. Representing the City in civil litigation and administrative proceedings or managing outside
counsel retained for those purposes.
9. Advising on land use, CEQA, planning, zoning, labor/employment, public contracting, utilities
(electric and water), and code enforcement.
10. Advising the City regarding election laws and assisting in review of election forms, filings, and
coordinating with county, state, and federal election officials.
11. Alerting the City in a timely manner on new State or Federal legislation or judicial decisions that
may impact the City and proposing appropriate actions to assure compliance.
12. Providing once per week office hours as requested by the City Manager.
13. Performing other legal duties as directed by the City Council or City Manager.
IV. MINIMUM QUALIFICATIONS AND SPECIFIC LEGAL EXPERTISE
Respondents must meet the following minimum qualifications:
1. Be licensed to practice law in the State of California and be in good standing with the California
State Bar.
2. Have a minimum of ten (10) years of progressively responsible experience in the practice of
municipal law.
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3. Demonstrated experience serving as City Attorney, Assistant/Deputy City Attorney, or General
Counsel for a California municipality or public agency.
4. No disqualifying conflicts of interest with the City of Azusa.
In addition to general counsel expertise, respondents are encouraged to summarize qualifications in the
following areas of specialized legal service (as-needed, if outside routine General Counsel duties):
1. Public Utilities Law
• Electric and water utility matters
2. Public Finance and Revenue Law
• Bond and public financing counsel
• Proposition 218 compliance (e.g., utility rate increases)
• Mitigation Fee Act and development impact fee issues
• Complex tax, fee, or revenue-related legal matters
3. Redevelopment, Successor Agency, and Housing Law
• Legal support for former redevelopment agency and Successor Agency matters
• Affordable housing compliance and development agreements
• Housing element legal review and financing tools (e.g., HOME, CDBG)
4. Real Property and Land Transactions
• Complex real estate issues (e.g., CC&Rs, easements, title work)
• Land acquisition, disposition, and pre-condemnation legal strategy
• Public-private development negotiations
5. Bankruptcy and Creditor Representation
• Legal services related to bankruptcy proceedings affecting the City
• Representation in insolvency matters (e.g., vendor bankruptcies, claims)
6. Construction and Public Works Disputes
• Legal support for public construction contract disputes
• Prevailing wage, change orders, and stop notice litigation
7. Franchise and Specialized Contract Negotiations
• Non-routine contract drafting or negotiation (e.g., cable, telecom, solid waste, franchise
agreements)
• Review of non-standard or high-risk contracts outside normal templates
8. Complex Environmental Compliance and Litigation
• Hazardous materials, remediation, or stormwater regulatory enforcement
• Complex CEQA litigation (beyond normal project review support)
• Regional water quality control and air quality compliance
9. Advanced Labor and Employment Matters
• Police-specific litigation (e.g., Pitchess motions)
• Complex administrative hearings or arbitration proceedings
• Labor negotiations or fact-finding proceedings (if not included in base services)
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10. Annexations and Interjurisdictional Legal Issues
• LAFCO proceedings and annexation legal support
• Intergovernmental boundary or service disputes
11. Litigation Requiring Specialized Counsel
• Matters involving appellate or federal court litigation
• High-liability or high-profile cases requiring niche expertise
12. Other Matters Mutually Agreed Upon
• Any legal service beyond general counsel scope and authorized on a case-by-case basis by the
City Manager or City Council
V. SUBMISSION REQUIREMENTS
All responses must be submitted to Planet Bids by the deadline listed on the cover page. Submittals must
include the following:
1. Cover Letter – A signed letter expressing interest in serving as City Attorney. Describe why the
City Attorney has an interest in this RFQ and why it would be the City’s best choice.
2. Firm/Individual Background – State the full legal name of the City Attorney’s business,
including the state of incorporation, as applicable. State the number of years the City Attorney has
been practicing law. List the names of principals or officers authorized to legally bind the City
Attorney, including position titles, resumes, and hourly rates.
3. Municipal Legal Qualifications and Experience – Provide information concerning the City
Attorney’s experience and qualifications directly related to the Services set forth in this RFQ.
Define the experience of the primary lead counsel, other key personnel and subconsultants. Include
resumes for all counsel and other key personnel, including subconsultants, who will comprise the
City Attorney’s team. Demonstrate the relevant expertise and experience of each team member. The
designated lead counsel shall be the primary contact with the City for the duration of the
engagement. The City Attorney shall disclose in its submission all proposed subconsultants,
including details regarding which tasks they would perform.
4. Workplan – Describe how the firm would structure the working relationship between the City
Attorney, City Council, City Manager, department directors, and other members of City staff,
including a proposed process for transmitting requests and other material to the City Attorney.
Provide a detailed description regarding the expected response time for inquiries made by the City
Council/City Manager, and the established systems/mechanisms utilized by the City Attorney to
ensure timely responses to the City Council, City Manager, and City staff.
5. References – Provide a list of current and former public agency clients (especially cities). Provide
a minimum of three (3) references for work similar to this Scope of Services that the firm has
provided within the last Ten (10) years. Include a detailed description of the services, the agency or
firm names, contact names, phone numbers, email addresses, and dates of services performed.
6. Conflict of Interest Disclosure – Identify all previous and current contracts with the City of Azusa.
Include contact name(s), description of services, and dates of services performed. List any political
contributions of money, in-kind services, or loans made to any member of a City Council within
the last (3) years by the City Attorney and the City Attorney’s attorneys, including the attorney
being proposed to represent the City. List all public agency clients for which the City Attorney
currently provides services similar to the Services. List all public agencies for which contracts with
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the City Attorney were terminated by the public agency in the last (5) years. Provide information
on the potential conflicts of interests between other clients and the City of Azusa and the proposed
remedy. Specify the City Attorney’s current or known future professional commitments, so that the
City may evaluate the City Attorney’s continuing availability for providing Services to the City.
7. Professional Liability Insurance – Provide a copy of a certificate of insurance or summary of
current coverage.
8. Malpractice Claims & Disciplinary Action Legal Disclosure – Provide detail on any criminal
indictments or convictions brought against the firm or its attorneys or civil judgements against the
same within the past ten years. Please describe in detail each such indictment, conviction, or
judgement. Provide detail on any pending legal action, including disciplinary actions, alleging
malpractice or violations of law against the firm or its attorneys. Please describe in detail each
pending action and the potential liability of the firm or its attorneys. Also, provide information
regarding any settlements or judgments involving malpractice or violations of law entered into by
the firm or its attorneys within the past five years.
9. Cost Proposal – include fee schedules/rate information reflecting a fixed monthly retainer plus
hourly billing, that clearly and concisely identify all costs, fees, and rates for the City Attorney to
successfully deliver the requested Services, including the following:
a. Number of hours included in the fixed monthly retainer, not to exceed 100 hours, plus
hourly rates and fees for any time spent in excess of the 100 hours.
b. Specific Services and costs that will be included in a fixed monthly retainer, and what items
will be billed separately (i.e., photocopying, research tools (Westlaw, Lexis), travel,
overhead factor, etc.).
c. Include any services and/or items that are routinely performed at no cost, if any.
d. Clearly identify any specific Services not provided as part of a fixed retainer and identify the
hourly fees and costs for those Services, including specific rates for each attorney and
support personnel, as well as the minimum increment of time billed for each service, e.g.,
phone calls, correspondence, personal conference.
e. Include any other items related to the rates, fees and/or costs that may be pertinent to the
City in consideration of the qualifications.
10. Professional Services Agreement – The City’s standard Professional Services Agreement (PSA)
is attached hereto as Exhibit “A.” All respondents must include a completed and signed copy of the
PSA in their submittal package. No substantive changes may be made to the PSA at this time.
Respondents must be prepared to execute the PSA in its standard form if selected. However, if your
firm anticipates proposing revisions to any portion of the PSA upon selection, you are required to
retain a redlined version of the agreement reflecting those proposed changes. This redline must not
be submitted with the RFQ response, but shall be provided only upon the City’s request during the
final negotiation phase. Failure to submit a completed and signed PSA may render the submittal
non-responsive.
VI. EVALUATION CRITERIA
Qualifications submissions shall provide point-by-point response to all sections of the RFQ in a clear and
concise manner. Submissions will be evaluated based on the responses to all provisions of this RFQ. The
City may use some or all the following criteria in its evaluation and comparison of Qualifications submitted.
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The City will evaluate each response based on the following criteria:
1. Qualification of the City Attorney firm and the team proposed. Depth and breadth of prior
experience and expertise of the proposed City Attorney and the supporting team in the practice of
law, more specifically in those areas listed in this RFQ as well as those most often encountered in
municipal government operations
2. Demonstrated understanding of municipal law and City needs.
3. Availability, experience, and knowledge of all subconsultants engaged by the City Attorney to
complete the Scope of Services
4. References of past or current municipal law clients or municipal practice.
5. Quality and completeness of submittal.
The City may conduct interviews with the most qualified respondents prior to the final election. Cost will
not be the sole determining factor but may be considered during contract negotiations.
VII. SUBMITTAL INFORMATION & INSTRUCTIONS
A. Tentative RFQ Schedule & Services Timeline
The following is a tentative schedule of the RFQ key dates. While the City will attempt to apply
the necessary resources to maintain this schedule, the following dates are merely projections, and
the City reserves the right to modify this schedule as needed to accommodate the completion of
this RFQ process.
RFQ Published Thursday August 7, 2025
Deadline to Submit Questions Thursday August 21, 2025 @ 5:00 PM PST
Answers to Questions Published Thursday August 28, 2025
Deadline to Submit Qualifications Thursday September 4, 2025 @ 5:00 PM PST
Evaluation of Qualifications September 2025
Interviews October 2025
Council Approval & Contract Award November 2025
B. Questions, Answers, & Addendum to RFQ
All questions pertaining to this RFQ should be submitted through Planet Bids until Thursday
August 21, 2025 at 5:00 PM PST. Responses to all questions submitted will be posted onto Planet
Bids on Thursday August 28, 2025. Changes to the RFQ itself shall only be made by the City via a
formal written addendum and shall become a part of the RFQ document.
C. Submittal Process
Qualifications are due onto Planet Bids on Thursday September 4, 2025, by 5:00 PM PST.
Qualifications will only be accepted in Portable Document Format (PDF). No exceptions to this
requirement will be considered. Qualifications submitted by any other method such as hard copy
or by mail will be disqualified. Failure to submit the required documents by the deadline shall result
in disqualification for consideration. Qualifications may be submitted at any time prior to the RFQ
submittal deadline.
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VIII. TERMS & CONDITIONS
• The City of Azusa reserves the right to accept or reject any or all submittals, waive any
informalities or irregularities, and modify or cancel this RFQ in part or in its entirety at any time.
• The City reserves the right to request clarification, additional information, or supplemental
materials from any respondent during the evaluation or selection process.
• All responses become the property of the City of Azusa and are subject to disclosure under the
California Public Records Act.
• Any costs incurred by respondents in preparing or submitting a response to this RFQ, including
interviews, presentations, or contract negotiations, shall be borne solely by the respondent.
• Submittal of qualifications does not obligate the City to award a contract, nor will any respondent
be entitled to claim any compensation for participation.
• The City makes no guarantees regarding the amount of work or value of services to be awarded as
a result of this RFQ. Award of a contract does not guarantee any minimum volume of services or
exclusivity.
• In accordance with the City’s Municipal Code and applicable law, selection will be based on
demonstrated competence and professional qualifications. Cost may be considered during contract
negotiations, but it shall not be the sole or primary factor in the selection process.
• The City reserves the right to disqualify any respondent that is debarred, in litigation with the City,
or has previously failed to perform under a contract with the City.
• The selected respondent will be required to execute the City’s standard Professional Services
Agreement (PSA) without substantive modification. A completed and signed copy of the PSA
must be submitted with the proposal. If selected, the respondent may be asked to submit a redlined
version reflecting any proposed changes for the City’s consideration during final contract
negotiations.
• Submission of a response to this RFQ shall not create any legal or contractual rights for the
respondent. Only execution of a formal agreement approved by the City Council shall bind the
City.
• By submitting a response, the respondent certifies that its proposal is made without prior
understanding, agreement, or connection with any other entity submitting a proposal for the same
services, and that it is in all respects fair and without collusion or fraud.
EXHIBIT “A”
CITY OF AZUSA
PROFESSIONAL SERVICES AGREEMENT
1. PARTIES AND DATE.
This Agreement is made and entered into this ____ day of ________________, 20___ by
and between the City of Azusa, a municipal corporation organized under the laws of the State of
California with its principal place of business at 213 East Foothill Boulevard, Azusa, California
91702 (“City”) and [INSERT NAME OF COMPANY], a [INSERT TYPE OF BUSINESS:
CORPORATION; LIMITED LIABILITY COMPANY; ETC.] with its principal place of business
at [INSERT ADDRESS] (“Consultant”). City and Consultant are sometimes individually referred
to herein as “Party” and collectively as “Parties.”
2. RECITALS.
2.1 [CITY ATTORNEY].
[CITY ATTORNEY] desires to perform and assume responsibility for the provision of
certain professional services required by the Client on the terms and conditions set forth in this
Agreement. [CITY ATTORNEY] represents that it is experienced in providing professional legal
services to public clients, is licensed in the State of California, and is familiar with the plans of
Client.
2.2 Project.
Client desires to engage [CITY ATTORNEY] to render such services relating general
counsel and special legal matters (“Project”) as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. [CITY ATTORNEY] promises and agrees to
furnish to the Client all labor, materials, tools, equipment, services, and incidental and customary
work necessary to fully and adequately supply the professional city attorney services and othe
special legal matters (“Services”). The Services are more particularly described in Exhibit “A”
attached hereto and incorporated herein by reference. All Services shall be subject to, and
performed in accordance with, this Agreement, the exhibits attached hereto and incorporated
herein by reference, and all applicable local, state and federal laws, rules and regulations.
3.1.2 Term. The term of this Agreement shall be from [no more than three years]
and shall continue in full force and effect until terminated in accordance with Section 3.4. [CITY
ATTORNEY] shall complete the Services within the term of this Agreement, and shall meet any
City Attorney PSA
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other established schedules and deadlines. The Parties may, by mutual written consent, extend the
term of this Agreement if necessary to complete the Services.
3.2 Responsibilities of [CITY ATTORNEY].
3.2.1 Control and Payment of Subordinates; Independent Contractor. The
Services shall be performed by [CITY ATTORNEY] or under its supervision. [CITY
ATTORNEY] will determine the means, methods and details of performing the Services subject
to the requirements of this Agreement. Client retains [CITY ATTORNEY] on an independent
contractor basis and not as an employee. [CITY ATTORNEY] retains the right to perform similar
or different services for others during the term of this Agreement. Any additional personnel
performing the Services under this Agreement on behalf of [CITY ATTORNEY] shall also not be
employees of Client and shall at all times be under [CITY ATTORNEY]’s exclusive direction and
control. [CITY ATTORNEY] shall pay all wages, salaries, and other amounts due such personnel
in connection with their performance of Services under this Agreement and as required by law.
[CITY ATTORNEY] shall be responsible for all reports and obligations respecting such additional
personnel, including, but not limited to: social security taxes, income tax withholding,
unemployment insurance, disability insurance, and workers’ compensation insurance.
3.2.2 Schedule of Services. [CITY ATTORNEY] shall perform the Services
expeditiously, within the term of this Agreement , and in accordance with the Schedule of Services
set forth in Exhibit “B” attached hereto and incorporated herein by reference. [CITY
ATTORNEY] represents that it has the professional and technical personnel required to perform
the Services in conformance with such conditions. In order to facilitate [CITY ATTORNEY]’s
conformance with the Schedule, Client shall respond to [CITY ATTORNEY]’s submittals in a
timely manner. Upon request of Client, [CITY ATTORNEY] shall provide a more detailed
schedule of anticipated performance to meet the Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by [CITY
ATTORNEY] shall be subject to the approval of Client.
3.2.4 Substitution of Key Personnel. [CITY ATTORNEY] has represented to
Client that certain key personnel will perform and coordinate the Services under this Agreement.
Should one or more of such personnel become unavailable, [CITY ATTORNEY] may substitute
other personnel of at least equal competence upon written approval of Client. In the event that
Client and [CITY ATTORNEY] cannot agree as to the substitution of key personnel, Client shall
be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or
refuse to perform the Services in a manner acceptable to the Client, or who are determined by the
Client to be uncooperative, incompetent, a threat to the adequate or timely completion of the
Project or a threat to the safety of persons or property, shall be promptly removed from the Project
by the [CITY ATTORNEY] at the request of the Client. The key personnel for performance of
this Agreement are as follows: [NAME(S)], and/or other assigned personnel authorized by the
Client.
City Attorney PSA
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3.2.5 Client’s Representative. The Client hereby designates [CITY
MANANGER], or his or her designee, to act as its representative for the performance of this
Agreement (“Client’s Representative”). Client’s Representative shall have the power to act on
behalf of the Client for all purposes under this Contract. [CITY ATTORNEY] shall not accept
direction or orders from any person other than the Client’s Representative or his or her designee.
3.2.6 [CITY ATTORNEY]’s Representative. [CITY ATTORNEY] hereby
designates [NAME], Partner, or his/her designee, to act as its representative for the performance
of this Agreement (“[CITY ATTORNEY]’s Representative”). [CITY ATTORNEY]’s
Representative shall have full authority to represent and act on behalf of the [CITY ATTORNEY]
for all purposes under this Agreement. The [CITY ATTORNEY]’s Representative shall supervise
and direct the Services, using his/her best skill and attention, and shall be responsible for all means,
methods, techniques, sequences and procedures and for the satisfactory coordination of all portions
of the Services under this Agreement.
3.2.7 Coordination of Services. [CITY ATTORNEY] agrees to work closely
with Client staff in the performance of Services and shall be available to Client’s staff, [CITY
ATTORNEY]s and other staff at all reasonable times.
3.2.8 Standard of Care; Performance of Employees. [CITY ATTORNEY] shall
perform all Services under this Agreement in a skillful and competent manner, consistent with the
standards generally recognized as being employed by professionals in the same discipline in the
State of California. [CITY ATTORNEY] represents and maintains that it is skilled in the
professional calling necessary to perform the Services. [CITY ATTORNEY] warrants that all
employees and subcontractors shall have sufficient skill and experience to perform the Services
assigned to them. Finally, [CITY ATTORNEY] represents that it, its employees and
subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are
legally required to perform the Services, including a Client Business License, and that such
licenses and approvals shall be maintained throughout the term of this Agreement. As provided
for in the indemnification provisions of this Agreement, [CITY ATTORNEY] shall perform, at its
own cost and expense and without reimbursement from the Client, any services necessary to
correct errors or omissions which are caused by the [CITY ATTORNEY]’s failure to comply with
the standard of care provided for herein. Any employee of the [CITY ATTORNEY] or its sub-
[CITY ATTORNEY]s who is determined by the Client to be uncooperative, incompetent, a threat
to the adequate or timely completion of the Project, a threat to the safety of persons or property,
or any employee who fails or refuses to perform the Services in a manner acceptable to the Client,
shall be promptly removed from the Project by the [CITY ATTORNEY] and shall not be
re-employed to perform any of the Services or to work on the Project.
3.2.9 Period of Performance. [CITY ATTORNEY] shall perform and complete
all Services under this Agreement within the term set forth in Section 3.1.2 above (“Performance
Time”). [CITY ATTORNEY] shall also perform the Services in strict accordance with any Project
milestones, or which may be separately agreed upon in writing by the Client and [CITY
ATTORNEY] (“Performance Milestones”). [CITY ATTORNEY] agrees that if the Services are
not completed within the aforementioned Performance Time and/or pursuant to any such Project
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Milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged
and agreed that the Client will suffer damage.
3.2.10 Laws and Regulations; Employee/Labor Certifications. [CITY
ATTORNEY] shall keep itself fully informed of and in compliance with all local, state and federal
laws, rules and regulations in any manner affecting the performance of the Project or the Services,
including all Cal/OSHA requirements, and shall give all notices required by law. [CITY
ATTORNEY] shall be liable for all violations of such laws and regulations in connection with
Services. If the [CITY ATTORNEY] performs any work knowing it to be contrary to such laws,
rules and regulations and without giving written notice to the Client, [CITY ATTORNEY] shall
be solely responsible for all costs arising therefrom. [CITY ATTORNEY] shall defend, indemnify
and hold Client, its officials, directors, officers, employees and agents free and harmless, pursuant
to the indemnification provisions of this Agreement, from any claim or liability arising out of any
failure or alleged failure to comply with such laws, rules or regulations.
3.2.10.1 Employment Eligibility; [CITY ATTORNEY]. By
executing this Agreement, [CITY ATTORNEY] verifies that it fully complies with all
requirements and restrictions of state and federal law respecting the employment of undocumented
aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be
amended from time to time. Such requirements and restrictions include, but are not limited to,
examination and retention of documentation confirming the identity and immigration status of
each employee of the [CITY ATTORNEY]. [CITY ATTORNEY] also verifies that it has not
committed a violation of any such law within the five (5) years immediately preceding the date of
execution of this Agreement, and shall not violate any such law at any time during the term of the
Agreement. [CITY ATTORNEY] shall avoid any violation of any such law during the term of
this Agreement by participating in an electronic verification of work authorization program
operated by the United States Department of Homeland Security, by participating in an equivalent
federal work authorization program operated by the United States Department of Homeland
Security to verify information of newly hired employees, or by some other legally acceptable
method. [CITY ATTORNEY] shall maintain records of each such verification, and shall make
them available to the Client or its representatives for inspection and copy at any time during normal
business hours. The Client shall not be responsible for any costs or expenses related to [CITY
ATTORNEY]’s compliance with the requirements provided for in Section 3.2.10 or any of its sub-
sections.
3.2.10.2 Employment Eligibility; Subcontractors, [CITY
ATTORNEY]s, Sub-subcontractors and Sub[CITY ATTORNEY]s. To the same extent and under
the same conditions as [CITY ATTORNEY], [CITY ATTORNEY] shall require all of its
subcontractors, [CITY ATTORNEY]s, sub-subcontractors and sub[CITY ATTORNEY]s
performing any work relating to the Project or this Agreement to make the same verifications and
comply with all requirements and restrictions provided for in Section 3.2.10.1.
3.2.10.3 Employment Eligibility; Failure to Comply. Each person
executing this Agreement on behalf of [CITY ATTORNEY] verifies that they are a duly
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authorized officer of [CITY ATTORNEY], and understands that any of the following shall be
grounds for the Client to terminate the Agreement for cause: (1) failure of [CITY ATTORNEY]
or its subcontractors, [CITY ATTORNEY]s, sub-subcontractors or sub[CITY ATTORNEY]s to
meet any of the requirements provided for in Sections 3.2.10.1 or 3.2.10.2; (2) any
misrepresentation or material omission concerning compliance with such requirements (including
in those verifications provided to the [CITY ATTORNEY] under Section 3.2.10.2); or (3) failure
to immediately remove from the Project any person found not to be in compliance with such
requirements.
3.2.10.4 Labor Certification. By its signature hereunder, [CITY
ATTORNEY] certifies that it is aware of the provisions of Section 3700 of the California Labor
Code which require every employer to be insured against liability for Workers’ Compensation or
to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply
with such provisions before commencing the performance of the Services.
3.2.10.5 Equal Opportunity Employment. [CITY ATTORNEY]
represents that it is an equal opportunity employer and it shall not discriminate against any
sub[CITY ATTORNEY], employee or applicant for employment because of race, religion, color,
national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be
limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment
or recruitment advertising, layoff or termination. [CITY ATTORNEY] shall also comply with all
relevant provisions of Client’s Minority Business Enterprise program, Affirmative Action Plan or
other related programs or guidelines currently in effect or hereinafter enacted.
3.2.11 Insurance.
3.2.11.1 Time for Compliance. [CITY ATTORNEY] shall not
commence Services under this Agreement until it has provided evidence satisfactory to the Client
that it has secured all insurance required under this section. In addition, [CITY ATTORNEY]
shall not allow any subcontractor to commence work on any subcontract until it has provided
evidence satisfactory to the Client that the subcontractor has secured all insurance required under
this section.
3.2.11.2 Minimum Requirements. [CITY ATTORNEY] shall, at its
expense, procure and maintain for the duration of the Agreement insurance against claims for
injuries to persons or damages to property which may arise from or in connection with the
performance of the Agreement by the [CITY ATTORNEY], its agents, representatives, employees
or subcontractors. [CITY ATTORNEY] shall also require all of its subcontractors to procure and
maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least
the following minimum levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be at least as
broad as the latest version of the following: (1) General Liability: Insurance Services Office
Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability:
Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and
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(3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as
required by the State of California and Employer’s Liability Insurance. The policy shall not
contain any exclusion contrary to the Agreement, including but not limited to endorsements or
provisions limiting coverage for (1) contractual liability (including but not limited to ISO CG 24
26 or 21 29); or (2) cross liability for claims or suits by one insured against another.
(B) Minimum Limits of Insurance. [CITY ATTORNEY] shall
maintain limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury,
personal injury and property damage. If Commercial General Liability Insurance or other form
with general aggregate limit is used including, but not limited to, form CG 2503, either the general
aggregate limit shall apply separately to this Agreement/location or the general aggregate limit
shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for
bodily injury and property damage; and (3) Workers’ Compensation and Employer’s Liability:
Workers’ Compensation limits as required by the Labor Code of the State of California.
Employer’s Liability limits of $1,000,000 per accident for bodily injury or disease. Defense costs
shall be paid in addition to the limits.
(C) Notices; Cancellation or Reduction of Coverage. At least
fifteen (15) days prior to the expiration of any such policy, evidence showing that such insurance
coverage has been renewed or extended shall be filed with the Client. If such coverage is cancelled
or materially reduced, [CITY ATTORNEY] shall, within ten (10) days after receipt of written
notice of such cancellation or reduction of coverage, file with the Client evidence of insurance
showing that the required insurance has been reinstated or has been provided through another
insurance company or companies. In the event any policy of insurance required under this
Agreement does not comply with these specifications or is canceled and not replaced, the Client
has the right but not the duty to obtain the insurance it deems necessary and any premium paid by
the Client will be promptly reimbursed by [CITY ATTORNEY] or the Client may withhold
amounts sufficient to pay premium from [CITY ATTORNEY] payments. In the alternative, the
Client may suspend or terminate this Agreement.
3.2.11.3 Professional Liability. [CITY ATTORNEY] shall procure
and maintain, and require its sub-[CITY ATTORNEY]s to procure and maintain, for a period of
five (5) years following completion of the Project, errors and omissions liability insurance
appropriate to their profession. Such insurance shall be in an amount not less than $1,000,000 per
claim, and shall be endorsed to include contractual liability. Defense costs shall be paid in addition
to limits.
3.2.11.4 Insurance Endorsements. The insurance policies shall
contain the following provisions, or [CITY ATTORNEY] shall provide endorsements on forms
supplied or approved by the Client to add the following provisions to the insurance policies:
(A) General Liability. The general liability policy shall include
or be endorsed (amended) to state that: (1) using ISO CG forms 20 10 and 20 37, or endorsements
providing the exact same coverage, the Client of Azusa, its directors, officials, officers, employees,
agents and volunteers shall be covered as additional insured with respect to the Services or ongoing
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and complete operations performed by or on behalf of the [CITY ATTORNEY], including
materials, parts or equipment furnished in connection with such work; and (2) using ISO form 20
01, or endorsements providing the exact same coverage, the insurance coverage shall be primary
insurance as respects the Client, its directors, officials, officers, employees, agents and volunteers,
or if excess, shall stand in an unbroken chain of coverage excess of the [CITY ATTORNEY]’s
scheduled underlying coverage. Any excess insurance shall contain a provision that such coverage
shall also apply on a primary and noncontributory basis for the benefit of the Client, before the
Client’s own primary insurance or self-insurance shall be called upon to protect it as a named
insured. Any insurance or self-insurance maintained by the Client, its directors, officials, officers,
employees, agents and volunteers shall be excess of the [CITY ATTORNEY]’s insurance and shall
not be called upon to contribute with it in any way. Notwithstanding the minimum limits set forth
in Section 3.2.11.2(B), any available insurance proceeds in excess of the specified minimum limits
of coverage shall be available to the parties required to be named as additional insureds pursuant
to this Section 3.2.11.4(A).
(B) Automobile Liability. The automobile liability policy shall
include or be endorsed (amended) to state that: (1) the Client, its directors, officials, officers,
employees, agents and volunteers shall be covered as additional insureds with respect to the
ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or
borrowed by the [CITY ATTORNEY] or for which the [CITY ATTORNEY] is responsible; and
(2) the insurance coverage shall be primary insurance as respects the Client, its directors, officials,
officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of
coverage excess of the [CITY ATTORNEY]’s scheduled underlying coverage. Any insurance or
self-insurance maintained by the Client, its directors, officials, officers, employees, agents and
volunteers shall be excess of the [CITY ATTORNEY]’s insurance and shall not be called upon to
contribute with it in any way. Notwithstanding the minimum limits set forth in Section
3.2.11.2(B), any available insurance proceeds in excess of the specified minimum limits of
coverage shall be available to the parties required to be named as additional insureds pursuant to
this Section 3.2.11.4(B).
(C) Workers’ Compensation and Employers’ Liability
Coverage. The insurer shall agree to waive all rights of subrogation against the Client, its directors,
officials, officers, employees, agents and volunteers for losses paid under the terms of the
insurance policy which arise from work performed by the [CITY ATTORNEY].
(D) All Coverages. Each insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced
or canceled except after thirty (30) days (10 days for nonpayment of premium) prior written notice
by certified mail, return receipt requested, has been given to the Client; and (B) any failure to
comply with reporting or other provisions of the policies, including breaches of warranties, shall
not affect coverage provided to the Client, its directors, officials, officers, employees, agents and
volunteers. Any failure to comply with reporting or other provisions of the policies including
breaches of warranties shall not affect coverage provided to the Client, its officials, officers,
employees, agents and volunteers, or any other additional insureds.
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3.2.11.5 Separation of Insureds; No Special Limitations; Waiver of
Subrogation. All insurance required by this Section shall contain standard separation of insureds
provisions. In addition, such insurance shall not contain any special limitations on the scope of
protection afforded to the Client, its directors, officials, officers, employees, agents and volunteers.
All policies shall waive any right of subrogation of the insurer against the Client, its officials,
officers, employees, agents, and volunteers, or any other additional insureds, or shall specifically
allow [CITY ATTORNEY] or others providing insurance evidence in compliance with these
specifications to waive their right of recovery prior to a loss. [CITY ATTORNEY] hereby waives
its own right of recovery against Client, its officials, officers, employees, agents, and volunteers,
or any other additional insureds, and shall require similar written express waivers and insurance
clauses from each of its sub[CITY ATTORNEY]s.
3.2.11.6 Deductibles and Self-Insurance Retentions. Any deductibles
or self-insured retentions must be declared to and approved by the Client. [CITY ATTORNEY]
shall guarantee that, at the option of the Client, either: (1) the insurer shall reduce or eliminate
such deductibles or self-insured retentions as respects the Client, its directors, officials, officers,
employees, agents and volunteers; or (2) the [CITY ATTORNEY] shall procure a bond
guaranteeing payment of losses and related investigation costs, claims and administrative and
defense expenses.
3.2.11.7 Sub[CITY ATTORNEY] Insurance Requirements. [CITY
ATTORNEY] shall not allow any sub[CITY ATTORNEY]s to commence work on any
subcontract relating to the work under the Agreement until they have provided evidence
satisfactory to the Client that they have secured all insurance required under this Section. If
requested by [CITY ATTORNEY], the Client may approve different scopes or minimum limits of
insurance for particular sub[CITY ATTORNEY]s. The [CITY ATTORNEY] and the Client shall
be named as additional insureds on all sub[CITY ATTORNEY]s’ policies of Commercial General
Liability using ISO form 20 38, or coverage at least as broad.
3.2.11.8 Acceptability of Insurers. Insurance is to be placed with
insurers with a current A.M. Best’s rating no less than A:VIII, licensed to do business in California,
and satisfactory to the Client.
3.2.11.9 Verification of Coverage. [CITY ATTORNEY] shall
furnish Client with original certificates of insurance and endorsements effecting coverage required
by this Agreement on forms satisfactory to the Client. The certificates and endorsements for each
insurance policy shall be signed by a person authorized by that insurer to bind coverage on its
behalf, and shall be on forms provided by the Client if requested. All certificates and endorsements
must be received and approved by the Client before work commences. The Client reserves the
right to require complete, certified copies of all required insurance policies, at any time.
3.2.11.9 Reporting of Claims. [CITY ATTORNEY] shall report to
the Client, in addition to [CITY ATTORNEY]’s insurer, any and all insurance claims submitted
by [CITY ATTORNEY] in connection with the Services under this Agreement.
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3.2.12 Safety. [CITY ATTORNEY] shall execute and maintain its work so as to
avoid injury or damage to any person or property. In carrying out its Services, the [CITY
ATTORNEY] shall at all times be in compliance with all applicable local, state and federal laws,
rules and regulations, and shall exercise all necessary precautions for the safety of employees
appropriate to the nature of the work and the conditions under which the work is to be performed.
Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life
protection and life saving equipment and procedures; (B) instructions in accident prevention for
all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders,
bridges, gang planks, confined space procedures, trenching and shoring, equipment and other
safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent
accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all
safety measures.
3.2.13 Accounting Records. [CITY ATTORNEY] shall maintain complete and
accurate records with respect to all costs and expenses incurred under this Agreement. All such
records shall be clearly identifiable. [CITY ATTORNEY] shall allow a representative of Client
during normal business hours to examine, audit, and make transcripts or copies of such records
and any other documents created pursuant to this Agreement. [CITY ATTORNEY] shall allow
inspection of all work, data, documents, proceedings, and activities related to the Agreement for a
period of three (3) years from the date of final payment under this Agreement.
3.3 Fees and Payments.
3.3.1 Compensation. [CITY ATTORNEY] shall receive compensation,
including authorized reimbursements, for all Services rendered under this Agreement at the rates
set forth in Exhibit “C” attached hereto and incorporated herein by reference. The total
compensation shall not exceed [INSERT WRITTEN DOLLAR AMOUNT] ($[INSERT NUMERICAL DOLLAR
AMOUNT]) without written approval of the City Manager [REPLACE ‘CITY MANAGER’ WITH ‘CITY
COUNCIL’ FOR AMOUNTS OVER $10,000]. Extra Work may be authorized, as described below, and
if authorized, will be compensated at the rates and manner set forth in this Agreement.
3.3.2 Payment of Compensation. [CITY ATTORNEY] shall submit to Client a
monthly itemized statement which indicates work completed and hours of Services rendered by
[CITY ATTORNEY]. The statement shall describe the amount of Services and supplies provided
since the initial commencement date, or since the start of the subsequent billing periods, as
appropriate, through the date of the statement. Client shall, within 45 days of receiving such
statement, review the statement and pay all approved charges thereon.
3.3.3 Reimbursement for Expenses. [CITY ATTORNEY] shall not be
reimbursed for any expenses unless authorized in writing by Client.
3.3.4 Extra Work. At any time during the term of this Agreement, Client may
request that [CITY ATTORNEY] perform Extra Work. As used herein, “Extra Work” means any
work which is determined by Client to be necessary for the proper completion of the Project, but
which the parties did not reasonably anticipate would be necessary at the execution of this
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Agreement. [CITY ATTORNEY] shall not perform, nor be compensated for, Extra Work without
written authorization from Client’s Representative.
3.3.5 Prevailing Wages. [CITY ATTORNEY] is aware of the requirements of
California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of
Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment
of prevailing wage rates and the performance of other requirements on “public works” and
“maintenance” projects. If the Services are being performed as part of an applicable “public
works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total
compensation is $1,000 or more, [CITY ATTORNEY] agrees to fully comply with such Prevailing
Wage Laws. Client shall provide [CITY ATTORNEY] with a copy of the prevailing rates of per
diem wages in effect at the commencement of this Agreement. [CITY ATTORNEY] shall make
copies of the prevailing rates of per diem wages for each craft, classification or type of worker
needed to execute the Services available to interested parties upon request, and shall post copies
at the [CITY ATTORNEY]’s principal place of business and at the project site. [CITY
ATTORNEY] shall defend, indemnify and hold the Client, its elected officials, officers, employees
and agents free and harmless from any claim or liability arising out of any failure or alleged failure
to comply with the Prevailing Wage Laws.
3.4 Termination of Agreement.
3.4.1 Grounds for Termination. Client may, by written notice to [CITY
ATTORNEY], terminate the whole or any part of this Agreement at any time and without cause
by giving written notice to [CITY ATTORNEY] of such termination, and specifying the effective
date thereof, at least seven (7) days before the effective date of such termination. Upon
termination, [CITY ATTORNEY] shall be compensated only for those services which have been
adequately rendered to Client, and [CITY ATTORNEY] shall be entitled to no further
compensation. [CITY ATTORNEY] may not terminate this Agreement except for cause.
3.4.2 Effect of Termination. If this Agreement is terminated as provided herein,
Client may require [CITY ATTORNEY] to provide all finished or unfinished Documents and Data
and other information of any kind prepared by [CITY ATTORNEY] in connection with the
performance of Services under this Agreement. [CITY ATTORNEY] shall be required to provide
such document and other information within fifteen (15) days of the request.
3.4.3 Additional Services. In the event this Agreement is terminated in whole or
in part as provided herein, Client may procure, upon such terms and in such manner as it may
determine appropriate, services similar to those terminated.
3.5 Ownership of Materials and Confidentiality.
3.5.1 Documents & Data; Licensing of Intellectual Property. This Agreement
creates a non-exclusive and perpetual license for Client to copy, use, modify, reuse, or sublicense
any and all copyrights, designs, and other intellectual property embodied in plans, specifications,
studies, drawings, estimates, and other documents or works of authorship fixed in any tangible
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medium of expression, including but not limited to, physical drawings or data magnetically or
otherwise recorded on computer diskettes, which are prepared or caused to be prepared by [CITY
ATTORNEY] under this Agreement (“Documents & Data”). All Documents & Data shall be and
remain the property of Client, and shall not be used in whole or in substantial part by [CITY
ATTORNEY] on other projects without the Client's express written permission. Within thirty (30)
days following the completion, suspension, abandonment or termination of this Agreement, [CITY
ATTORNEY] shall provide to Client reproducible copies of all Documents & Data, in a form and
amount required by Client. Client reserves the right to select the method of document reproduction
and to establish where the reproduction will be accomplished. The reproduction expense shall be
borne by Client at the actual cost of duplication. In the event of a dispute regarding the amount of
compensation to which the [CITY ATTORNEY] is entitled under the termination provisions of
this Agreement, [CITY ATTORNEY] shall provide all Documents & Data to Client upon payment
of the undisputed amount. [CITY ATTORNEY] shall have no right to retain or fail to provide to
Client any such documents pending resolution of the dispute. In addition, [CITY ATTORNEY]
shall retain copies of all Documents & Data on file for a minimum of fifteen (15) years following
completion of the Project, and shall make copies available to Client upon the payment of actual
reasonable duplication costs. Before destroying the Documents & Data following this retention
period, [CITY ATTORNEY] shall make a reasonable effort to notify Client and provide Client
with the opportunity to obtain the documents.
3.5.2 Subcontractors. [CITY ATTORNEY] shall require all subcontractors to
agree in writing that Client is granted a non-exclusive and perpetual license for any Documents &
Data the subcontractor prepares under this Agreement. [CITY ATTORNEY] represents and
warrants that [CITY ATTORNEY] has the legal right to license any and all Documents & Data.
[CITY ATTORNEY] makes no such representation and warranty in regard to Documents & Data
which were prepared by design professionals other than [CITY ATTORNEY] or its
subcontractors, or those provided to [CITY ATTORNEY] by the Client.
3.5.3 Right to Use. Client shall not be limited in any way in its use or reuse of
the Documents and Data or any part of them at any time for purposes of this Project or another
project, provided that any such use not within the purposes intended by this Agreement or on a
project other than this Project without employing the services of [CITY ATTORNEY] shall be at
Client’s sole risk. If Client uses or reuses the Documents & Data on any project other than this
Project, it shall remove the [CITY ATTORNEY]’s seal from the Documents & Data and indemnify
and hold harmless [CITY ATTORNEY] and its officers, directors, agents and employees from
claims arising out of the negligent use or re-use of the Documents & Data on such other project.
[CITY ATTORNEY] shall be responsible and liable for its Documents & Data, pursuant to the
terms of this Agreement, only with respect to the condition of the Documents & Data at the time
they are provided to the Client upon completion, suspension, abandonment or termination. [CITY
ATTORNEY] shall not be responsible or liable for any revisions to the Documents & Data made
by any party other than [CITY ATTORNEY], a party for whom the [CITY ATTORNEY] is legally
responsible or liable, or anyone approved by the [CITY ATTORNEY].
3.5.4 Confidentiality. All Documents & Data either created by or provided to
[CITY ATTORNEY] in connection with the performance of this Agreement shall be held
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confidential by [CITY ATTORNEY]. All Documents & Data shall not, without the prior written
consent of Client, be used or reproduced by [CITY ATTORNEY] for any purposes other than the
performance of the Services. [CITY ATTORNEY] shall not disclose, cause or facilitate the
disclosure of the Documents & Data to any person or entity not connected with the performance
of the Services or the Project. Nothing furnished to [CITY ATTORNEY] which is otherwise
known to [CITY ATTORNEY] or is generally known, or has become known, to the related
industry shall be deemed confidential. [CITY ATTORNEY] shall not use Client’s name or
insignia, photographs of the Project, or any publiClient pertaining to the Services or the Project in
any magazine, trade paper, newspaper, television or radio production or other similar medium
without the prior written consent of Client.
3.6 General Provisions.
3.6.1 Delivery of Notices. All notices permitted or required under this Agreement
shall be given to the respective parties at the following address, or at such other address as the
respective parties may provide in writing for this purpose:
[CITY ATTORNEY]:
Firm Name
Address
Attn:
City:
City of Azusa
213 E. Foothill Blvd.
Azusa, CA 91702
Attn: Talika M. Johnson, Director of Administrative Services
Such notice shall be deemed made when personally delivered or when mailed,
forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to
the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual
notice occurred, regardless of the method of service.
3.6.2 Indemnification.
3.6.2.1 Scope of Indemnity. To the fullest extent permitted by law, [CITY
ATTORNEY] shall indemnify and hold harmless AGENCY and any and all of its officials,
employees and agents (“Indemnified Parties”) from and against any and all losses, liabilities,
damages, costs and expenses, including legal counsel’s fees and costs, caused in whole or in part
by the negligent or wrongful act, error or omission of [CITY ATTORNEY], its officers, agents,
employees or sub[CITY ATTORNEY]s (or any agency or individual that [CITY ATTORNEY]
shall bear the legal liability thereof) in the performance of services under this AGREEMENT.
[CITY ATTORNEY]’s duty to indemnify and hold harmless AGENCY shall not extend to the
AGENCY’s sole or active negligence.
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3.6.2.2 Duty to Defend. In the event the AGENCY, its officers, employees,
agents and/or volunteers are made a party to any action, lawsuit, or other adversarial proceeding
arising from the performance of the services encompassed by this AGREEMENT, and upon
demand by AGENCY, [CITY ATTORNEY] shall defend the AGENCY at [CITY ATTORNEY]’s
cost or at AGENCY’s option, to reimburse AGENCY for its costs of defense, including reasonable
attorney’s fees and costs incurred in the defense of such matters to the extent the matters arise
from, relate to or are caused by [CITY ATTORNEY]’s negligent acts, errors or omissions.
Payment by AGENCY is not a condition precedent to enforcement of this indemnity. In the event
of any dispute between [CITY ATTORNEY] and AGENCY, as to whether liability arises from
the sole or active negligence of the AGENCY or its officers, employees, or agents, [CITY
ATTORNEY] will be obligated to pay for AGENCY’s defense until such time as a final judgment
has been entered adjudicating the AGENCY as solely or actively negligent. [CITY ATTORNEY]
will not be entitled in the absence of such a determination to any reimbursement of defense costs
including but not limited to attorney’s fees, expert fees and costs of litigation.
3.6.3 Governing Law; Government Code Claim Compliance. This Agreement
shall be governed by the laws of the State of California. Venue shall be in Los Angeles County.
In addition to any and all contract requirements pertaining to notices of and requests for
compensation or payment for extra work, disputed work, claims and/or changed conditions, [CITY
ATTORNEY] must comply with the claim procedures set forth in Government Code sections 900
et seq. prior to filing any lawsuit against the Client. Such Government Code claims and any
subsequent lawsuit based upon the Government Code claims shall be limited to those matters that
remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or
changed conditions have been followed by [CITY ATTORNEY]. If no such Government Code
claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as
specified herein, [CITY ATTORNEY] shall be barred from bringing and maintaining a valid
lawsuit against the Client.
3.6.4 Time of Essence. Time is of the essence for each and every provision of
this Agreement.
3.6.5 City’s Right to Employ Other Consultants. Client reserves right to employ
other [CITY ATTORNEY]s in connection with this Project.
3.6.6 Successors and Assigns. This Agreement shall be binding on the successors
and assigns of the parties.
3.6.7 Assignment or Transfer. [CITY ATTORNEY] shall not assign,
hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest
herein without the prior written consent of the Client. Any attempt to do so shall be null and void,
and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such
attempted assignment, hypothecation or transfer.
3.6.8 Construction; References; Captions. Since the Parties or their agents have
participated fully in the preparation of this Agreement, the language of this Agreement shall be
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construed simply, according to its fair meaning, and not strictly for or against any Party. Any term
referencing time, days or period for performance shall be deemed calendar days and not work days.
All references to [CITY ATTORNEY] include all personnel, employees, agents, and
subcontractors of [CITY ATTORNEY], except as otherwise specified in this Agreement. All
references to Client include its elected officials, officers, employees, agents, and volunteers except
as otherwise specified in this Agreement. The captions of the various articles and paragraphs are
for convenience and ease of reference only, and do not define, limit, augment, or describe the
scope, content, or intent of this Agreement.
3.6.9 Amendment; Modification. No supplement, modification, or amendment
of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.6.10 Waiver. No waiver of any default shall constitute a waiver of any other
default or breach, whether of the same or other covenant or condition. No waiver, benefit,
privilege, or service voluntarily given or performed by a Party shall give the other Party any
contractual rights by custom, estoppel, or otherwise.
3.6.11 No Third Party Beneficiaries. Except to the extent expressly provided for
in Section 3.6.7, there are no intended third party beneficiaries of any right or obligation assumed
by the Parties.
3.6.12 Invalidity; Severability. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions shall continue in full force and effect.
3.6.13 Prohibited Interests. [CITY ATTORNEY] maintains and warrants that it
has not employed nor retained any company or person, other than a bona fide employee working
solely for [CITY ATTORNEY], to solicit or secure this Agreement. Further, [CITY ATTORNEY]
warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide
employee working solely for [CITY ATTORNEY], any fee, commission, percentage, brokerage
fee, gift or other consideration contingent upon or resulting from the award or making of this
Agreement. [CITY ATTORNEY] further agrees to file, or shall cause its employees or sub[CITY
ATTORNEY]s to file, a Statement of Economic Interest with the Client’s Filing Officer as
required under state law in the performance of the Services. For breach or violation of this
warranty, Client shall have the right to rescind this Agreement without liability. For the term of
this Agreement, no member, officer or employee of Client, during the term of his or her service
with Client, shall have any direct interest in this Agreement, or obtain any present or anticipated
material benefit arising therefrom.
3.6.14 Cooperation; Further Acts. The Parties shall fully cooperate with one
another, and shall take any additional acts or sign any additional documents as may be necessary,
appropriate or convenient to attain the purposes of this Agreement.
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3.6.15 Attorney’s Fees. If either party commences an action against the other
party, either legal, administrative or otherwise, arising out of or in connection with this Agreement,
the prevailing party in such litigation shall be entitled to have and recover from the losing pa rty
reasonable attorney’s fees and all other costs of such action.
3.6.16 Authority to Enter Agreement. [CITY ATTORNEY] has all requisite
power and authority to conduct its business and to execute, deliver, and perform the Agreement.
Each Party warrants that the individuals who have signed this Agreement have the legal power,
right, and authority to make this Agreement and bind each respective Party.
3.6.17 Counterparts. This Agreement may be signed in counterparts, each of
which shall constitute an original.
3.6.18 Entire Agreement. This Agreement contains the entire Agreement of the
parties with respect to the subject matter hereof, and supersedes all prior negotiations,
understandings or agreements. This Agreement may only be modified by a writing signed by both
parties.
[SIGNATURES ON NEXT PAGE]
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CITY OF AZUSA [CITY ATTORNEY FIRM]
By: By:
Mayor
Name:
Attest:
Title:
City Clerk
Approved as to Form:
City Attorney
City Attorney
A-1
8513273_1
EXHIBIT “A”
SCOPE OF SERVICES
[INSERT SCOPE]
B-1
8513273_1
EXHIBIT “B”
SCHEDULE OF SERVICES
[INSERT SCHEDULE]
C-1
8513273_1
EXHIBIT “C”
COMPENSATION
[INSERT RATES & AUTHORIZED REIMBURSABLE EXPENSES]