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CITY OF ANAHEIM REQUEST FOR PROPOSAL TO PROVIDE LEGAL SERVICES FOR THE CITY OF ANAHEIM CITY ATTORNEY IN SUPPORT OF THE PLANNING DEPARTMENT OCTOBER 27, 2014 CITY OF ANAHEIM OFFICE OF THE CITY ATTORNEY 200 SOUTH ANAHEIM BLVD, SUITE 356 ANAHEIM, CA 92805 Final Day to Submit Questions: Monday November, 17, 2014 BY 5:00PM PROPOSAL DUE DATE: WEDNESDAY, NOVEMBER 26, 2014 BY 2:00PM 1 ---PAGE BREAK--- INVITATION The City Attorney of the City of Anaheim ("City") seeks to retain the services of one or more law firms to provide on-call legal advice and guidance on matters in connection with its support of the Planning Department in the areas of, but not limited to: Real Estate, Land Use, and Environmental/Cost Recovery. Proposals are solicited in accordance with the terms, conditions and instructions as set forth in this Request for Proposal Information regarding the City of Anaheim, the City Attorney's Office, and Anaheim City Departments may be found online at www.Anaheim.net. This RFP is available on the Internet from: http://www.anaheim.net/purchasing The City Attorney anticipates choosing qualified firms in the above described practice areas to be placed on a short-list ("Short List") for on-call legal services as matters arise that require outside legal services. No assurances can be made that firms placed on the Short List will be retained for any particular matter or at all. However, when matters do arise that the City Attorney determines require outside legal support, the selected short-listed firms will be expected to sign the City's Attorney Services Agreement, an example of which is included in the ATTACHMENT section of this RFP. PROPOSAL FORMAT All proposals must be typewritten or legibly written in ink and signed in ink. Proposals should not be submitted in an elaborate format, and expensive binders are not desired. Legibility, clarity and completeness are essential. The proposal must be signed by individual(s) legally authorized to bind the firm and must contain a statement that the proposal and the prices contained therein remain firm through June 30, 2015. SUBMISSION PROCEDURES The RFP may be obtained from the City of Anaheim, City Attorney Office, 200 S. Anaheim Blvd., 3rd Floor, Anaheim, CA 92805. Questions concerning the RFP should be submitted in writing by mail, email, or facsimile to, Indhira Gagnon, City Attorney's Office, City of Anaheim, 200 S. Anaheim Blvd., Suite 356, Anaheim, CA, 92805, FAX 714/765-5123, [EMAIL REDACTED], no later than 5:00 p.m., November 17, 2014. Responses to questions will be posted at http://www.anaheim.net/purchasing. 2 ---PAGE BREAK--- The City Attorney reserves the right to change the specifications in this RFP. Any potential proposer wishing to be notified of answers to questions received or written addenda to this RFP must submit, in writing, to Indhira Gagnon, Law Office Administrator, the name, address, fax, if available, and telephone number of the person to be contacted. Only written addenda issued by the City Attorney will be incorporated into this RFP. Five copies of the proposal are to be submitted in a sealed envelope to: Indhira Gagnon Law Office Administrator City Attorney's Office City of Anaheim 200 S. Anaheim Blvd., 3rd Floor, Suite 356 Anaheim, CA 92805 To prevent opening by unauthorized individuals, your proposal should be identified on the envelope or wrapper as follows: Proposal Submitted in Response to: City of Anaheim City Attorney's Office Request for Proposal to provide legal services in connection with the Planning Department The deadline for submission of proposals is 2:00 p.m., November 26, 2014. No proposals will be accepted after the stated deadline. No modifications or addenda will be accepted after the closing dates stated above unless, in the sole discretion of the City Attorney, it is in the best interest of the City of Anaheim to do so. Proposals received will become a part of the City Attorney's official files and a public record. An unsuccessful proposer may request the return of its proposal upon the completion of the City's review and contract award. 3 ---PAGE BREAK--- SCOPE OF SERVICES: The City Attorney is seeking on-call legal services to assist in-house attorneys who provide services to the Planning Department, when necessary, in the following areas: x Real Estate: Support and advise the City Attorney and/or members of the City Attorney's Office on complex real estate transactions, including real property leasing and tenancy agreements, real property sale/purchase negotiations, and other transactional real estate matters. x Land Use: Work with the City Attorney and/or members of the City Attorney's Office to provide expert advice in Federal, State, and local land use and environmental law, including land use permitting, CEQA, and environmental planning. x Environmental/Cost Recovery: Support the City Attorney and/or members of the City Attorney's Office with regulatory compliance, environmental claims and litigation, environmental support on real estate projects, remediation, storm water compliance, etc. PROPOSER INFORMATION, ASSIGNED PROFESSIONALS The proposers should include the following minimum information in their proposals. Failure to provide any of the following information may render the proposal non-responsive. Although there is no required format or page limit, please be concise and directly address each of the following requests. Any false information, misrepresentation or failure to reveal potential adverse client interest will be grounds for automatic disqualification and may result in your forfeiture of fees for any work completed. 1. Name of the designated contact person for purposes of the proposal, and that individual's address, telephone number, e-mail address and facsimile number. 2. Include a brief description of the law firm, including its location(s) and number of attorneys. Also identify the location(s) of the office(s) responsible for the firm's work for the City of Anaheim on the proposed Scope of Services. 3. For the identified Scope of Services, please clearly indicate the primary attorney who will be providing legal services/advice to the City of Anaheim and describe in some detail how the attorney's experience is relevant to the City 's needs as described in the Scope of Services section of the RFP. If there is more than one attorney, include a staffing plan and each attorney's experience. Please include any accomplishments or distinctions, including publications, awards, or relevant court decisions. The City will expect the attorneys listed in the proposal to perform the vast majority of work for the City. 4. Provide the hourly rate of attorneys and paralegals representing the City based upon position in the firm through June 30, 2015. 4 ---PAGE BREAK--- QUALIFICATIONS 1. Provide three references, at least two of which should be from public entities. 2. Describe at least one transaction, case or matter that best represents the firm's success in the practice areas identified in the Scope of Services, preferably for a client that is similar to the City of Anaheim. Please limit your response to a total of three examples. In addition, please describe one example in the practice areas described in the Scope of Services where your representation of a client provides a useful lesson for the City of Anaheim, in terms of the City's operational procedures, legal strategies, or substantive law. 3. Describe the firm's prior work history for the City of Anaheim, if any. 4. Indicate whether the firm or individual attorneys within the firm represent any clients or interests in litigation or transactional matter adverse to the City of Anaheim, and that potentially pose a professional conflict of interest in the firm's representation of, or association with, the City of Anaheim. 5. Describe the firm's commitment to diversity in the workplace and contributions to the community, particularly in the City of Anaheim, if applicable. 6. Disclose any instance of discipline or disciplinary charges brought against the firm or any attorney in the firm in the last five years. Please discuss any recent (within the last year) publicity in national or local media about any alleged illegal conduct or conduct that is violative of the California Rules of Professional Conduct by your firm or any attorney in the firm. 7. Identify and explain any exception you may request from any of the requirements or terms of the sample Attorney Services Agreement found in the ATTACHMENT to this RFP. The firm must immediately advise the City of Anaheim City Attorney's Office in writing of any real or possible conflicts that arise after the submission of the proposal, and the firm must agree that it shall notify and seek the approval of the Anaheim City Attorney before undertaking any future employment which may be adverse to the interest of the City of Anaheim. 5 ---PAGE BREAK--- COST/PRICE SUBMITTAL Please provide the structure of standard hourly billing rates for partners, associates, paralegals, etc., any applicable government or discount rate offered to the City of Anaheim, and any proposed blended rate. These rates shall remain firm through June 30, 2015, unless rate change is approved by the Anaheim City Attorney. Selected firm must be capable of tracking and billing (invoicing) all work hours and materials (if reimbursable) by specific program or funding source as required by the City of Anaheim and as identified in the City's Attorney Services Agreement (see ATTACHMENT). The proposal of any firm not capable or willing to comply with this requirement will be considered non-responsive. EXCLUSIONS Costs as described in the following section shall be underwritten by the City subject to the approval process described in Section 4 entitled "Compensation" in the Attorney Services Agreement (see ATTACHMENT). SPECIAL INSTRUCTIONS The City requires that proposals be submitted with the firm's response to each of the item's listed in this RFP. Innovation in approach and cost is desired. Each proposal must include: ITEM 1. A statement that the firm is willing to handle matters assigned to it by the City Attorney in exchange for an agreement to be compensated therefore, subject only to clearing a conflict check. ITEM 2. A statement that the firm is willing to assume responsibility for all non- specified compensable expenses. ITEM 3. A statement of the firm's procedure and practice for handling matters as described in the Scope of Work. ITEM 4. A statement that the firm will provide the City Attorney and Planning Department Director ("Director") with status reports as provided in the Attorney Services Agreement. ITEM 5. A Statement of Acknowledgment and Recognition that it is within the discretion of the City Attorney, in any contract awarded to any firm, to assign or withhold files pertaining to any Planning Department matter. 6 ---PAGE BREAK--- ITEM 6. A statement that the firm, if selected, agrees not to undertake future representation or to continue the present legal representation of any person or entity in a matter adverse to the City's legal interest. In the event that the firm represents or proposes to represent a client who may have an interest adverse to the City, the firm shall immediately, upon discovering said possible adverse interest, provide written notice to the City Attorney. In no case will the City Attorney give the firm consent to represent a client in a matter involving litigation or the prospect of litigation adverse to the City's interests. Compliance with California Rules of Professional Responsibility will be expected as an implied obligation of the firm; provided, however, that the City Attorney reserves absolute discretion to decline to give consent to any potential conflict that must be disclosed and the proposer acknowledges this. The firm agrees to comply with any obligations it may have pursuant to Government Code Section 87100 et seq. ITEM 7. A statement that the firm, if selected, agrees to maintain a local office in the State of California during the term of the contract. ITEM 8. A statement that the firm, if selected, agrees to enter into a contract if awarded by the City Attorney. EVALUATION AND SELECTION FACTORS Proposals will be evaluated by the City Attorney and designated staff persons in the City Attorney's Office. Proposals will first be evaluated as to responsiveness to the requirements of this RFP, but the City Attorney reserves sole discretion to make selections. A firm's proposal will be considered responsive only if it complies in all material respects with the requirements of the RFP. Proposals with substantial exception to the Attorney Services Agreement (see ATTACHMENT) may be determined to be non-responsive. If a proposal is determined to be non-responsive, the proposal will not be considered for placement on the Short List or for retention. ATTACHMENT Attorney Services Agreement 7 ---PAGE BREAK--- 1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 OFFICE OF THE CITY ATTORNEY CITY OF ANAHEIM 200 S. ANAHEIM BOULEVARD, SUITE 356 ANAHEIM, CA 92805 (714) 765-5169 FAX (714) 765-5123 ATTORNEY SERVICES AGREEMENT THIS AGREEMENT, dated solely for purposes of identification this day of 2014, is made and entered into by and between the CITY OF ANAHEIM, a municipal corporation, hereinafter referred to as "ANAHEIM," A N D [NAME OF ORGANIZATION], a [TYPE OF ORGANIZATION, e.g. a California Corporation], hereinafter referred to as "LAW FIRM". WITNESSETH: WHEREAS, the City Attorney of ANAHEIM (hereinafter City Attorney) is the chief legal advisor and litigator for ANAHEIM and is charged with the responsibility of protecting the interests of ANAHEIM and its officers and employees in actions or proceedings to which ANAHEIM is a party, or to which its officers, employees, former officers, or former employees are parties by reason of any act allegedly arising out of their employment or by reason of their official capacity with ANAHEIM; and WHEREAS, ANAHEIM, acting through the City Attorney, has, on occasion, need of assistance of outside counsel in maintaining or defending such actions or proceedings or in otherwise obtaining legal advice or legal services related to protecting the interests of ANAHEIM; and WHEREAS, LAW FIRM represents that it possesses the requisite skills, qualifications, experience, licenses and resources necessary to render effective assistance as hereinafter required. ---PAGE BREAK--- 2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 OFFICE OF THE CITY ATTORNEY CITY OF ANAHEIM 200 S. ANAHEIM BOULEVARD, SUITE 356 ANAHEIM, CA 92805 (714) 765-5169 FAX (714) 765-5123 NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE PROMISES, COVENANTS, AND CONDITIONS CONTAINED HEREIN, IT IS AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS: 1. SERVICES TO BE PROVIDED A. LAW FIRM may be assigned by the City Attorney, from time to time, matters in which LAW FIRM shall represent the interests of ANAHEIM, its officers, employees, former officers, former employees, or indemnitees, as directed by the City Attorney. B. The City Attorney shall assign any such matter to LAW FIRM by forwarding either ANAHEIM's file or other documentation pertaining to the matter, or if the matter pertains to litigation filed against the City, a copy of the Summons and Complaint or Petition or other document initiating the action or proceeding along with a copy of any investigative file the City Attorney may receive from the Risk Management Office of ANAHEIM or any other source, and a cover letter assigning said matter or case to LAW FIRM, (ii) specifying the services requested, and (iii) designating the contact attorney in the City Attorney's Office (hereinafter "Contact Attorney"). C. ANAHEIM, acting through the City Attorney, shall have the right to designate a particular attorney or attorneys in LAW FIRM to act as lead counsel at the time a matter is first assigned to LAW FIRM or at any time during LAW FIRM's retention by ANAHEIM, and shall have the further right to change the attorney(s) designated as lead counsel at any time. Nothing herein shall be construed to make any employee of LAW FIRM a "special employee" of ANAHEIM for purposes of Worker's Compensation statutes. D. LAW FIRM shall have the right to reject an assignment from ANAHEIM by notifying the City Attorney within ten (10) days following receipt of the assignment (but shall notify the City Attorney at the earliest possible time if the time constraints surrounding the assignment warrant an earlier response), or to discontinue LAW FIRM's representation of ANAHEIM upon the discovery of any conflict of interest LAW FIRM may have or upon the unavailability of the Lead Attorney requested by the City Attorney. ---PAGE BREAK--- 3 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 OFFICE OF THE CITY ATTORNEY CITY OF ANAHEIM 200 S. ANAHEIM BOULEVARD, SUITE 356 ANAHEIM, CA 92805 (714) 765-5169 FAX (714) 765-5123 E. LAW FIRM shall, within thirty (30) days of receipt of any litigation matter, furnish to the City Attorney or the Contact Attorney LAW FIRM's initial evaluation of the case or proceeding, including LAW FIRM's opinion of ANAHEIM's liability exposure and whether ANAHEIM's excess liability carrier (if any) should be placed on notice of the case or claim. LAW FIRM shall further determine if and to what extent other parties may share in such liability or are expressly or impliedly obligated to defend ANAHEIM or its officers or employees. F. LAW FIRM shall forward to the Contact Attorney copies of all pleadings, motions, and discovery documents prior to filing with the court or other tribunal, time permitting, and in no event later that the date of filing. G. LAW FIRM shall use the investigative resources designated by the City Attorney or Contact Attorney, unless the City Attorney or Contact Attorney approve, in advance, the retention of other investigators by LAW FIRM. Any request for investigation which would likely exceed Five Hundred Dollars ($500.00) must be approved, in advance, by the City Attorney or Contact Attorney. H. LAW FIRM shall, prior to deposing any person, obtain the approval of the City Attorney or Contact Attorney. I. LAW FIRM shall not, and is not authorized to, enter into any stipulations other than those relating to routine procedural matters without first obtaining authority from the City Attorney or the Contact Attorney. LAW FIRM is advised that stipulations concerning substantive matters may require approval of the City Council acting at a City Council meeting. J. LAW FIRM is not authorized to accept service of summonses, complaints, or cross-complaints on behalf of ANAHEIM, or its officers, employees, former officers, former employees, or indemnitees, without prior approval of the party concerned or the City Attorney in the case of service upon ANAHEIM. K. LAW FIRM shall furnish quarterly status reports to the City Attorney for each litigation matter assigned to LAW FIRM unless otherwise directed by the City Attorney or ---PAGE BREAK--- 4 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 OFFICE OF THE CITY ATTORNEY CITY OF ANAHEIM 200 S. ANAHEIM BOULEVARD, SUITE 356 ANAHEIM, CA 92805 (714) 765-5169 FAX (714) 765-5123 Contact Attorney. Said reports shall include LAW FIRM's then-current evaluation of ANAHEIM's liability, ANAHEIM's exposure, methods to reduce ANAHEIM's exposure, and LAW FIRM's plan pertaining to representation of the parties under this Agreement. L. LAW FIRM shall, at least three weeks prior to any settlement conference, furnish a letter to the City Attorney setting forth LAW FIRM's evaluation of ANAHEIM's liability exposure, the likelihood of prevailing in the case, LAW FIRM's settlement recommendations, and a settlement authority request, if any. M. LAW FIRM shall not directly contact any officer or employee of ANAHEIM (except those persons whom LAW FIRM represents in such litigation) without the consent of the City Attorney or the Contact Attorney. N. LAW FIRM is not authorized to incur any expenses or costs for experts, doctors, consultants, or specialists without first obtaining authorization from the City Attorney or the Contact Attorney. O. LAW FIRM shall perform the services provided pursuant to this Agreement in a professional and ethical manner and to the satisfaction of the City Attorney. 2. COMPENSATION A. ANAHEIM agrees to pay, and LAW FIRM agrees to accept, as full compensation for LAW FIRM's services, compensation at the hourly rates for the positions shown on Exhibit attached hereto and incorporated by this reference herein. The City Attorney may approve increases of the hourly rates of the positions shown on Exhibit in July of each year. B. ANAHEIM will, in addition, reimburse LAW FIRM for reasonable out- of-pocket expenses, excluding normal and customary overhead, paid by LAW FIRM in connection with the work assigned to LAW FIRM, such as printing and copying costs (of legal documents) actually paid by LAW FIRM, long distance telephone calls, and travel costs approved by the City Attorney or the Contact Attorney. Normal and customary overhead includes, but is not limited to, items such as secretarial time or overtime, internal or in-house photocopying or facsimile transmissions, and charges for WESTLAW, LEXIS or any similar ---PAGE BREAK--- 5 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 OFFICE OF THE CITY ATTORNEY CITY OF ANAHEIM 200 S. ANAHEIM BOULEVARD, SUITE 356 ANAHEIM, CA 92805 (714) 765-5169 FAX (714) 765-5123 computerized legal research database. LAW FIRM shall pay the service provider directly for items such as securing records, service of subpoenas, court reporter fees, court costs, and include such expenses in the invoice to ANAHEIM. ANAHEIM shall pay LAW FIRM for LAW FIRM's services. C. LAW FIRM shall submit itemized invoices to ANAHEIM which document the hours worked in increments of one-tenth of an hour, the persons performing the work, the files or items on which work was undertaken, and the applicable hourly rates. An itemization of reimbursable expenses claimed by LAW FIRM, supported by receipts, shall be included in the invoice. D. ANAHEIM shall pay the reasonable charges on the approved invoice in accordance with ANAHEIM's customary practice and procedure. E. LAW FIRM shall, within thirty (30) days of receipt of any matter (whether litigation or transactional) prepare and forward to the City Attorney for review and approval a proposed budget for the matter. The budget shall be based upon a good faith estimate of the total fees and costs which ANAHEIM can expect to incur for LAW FIRM’s services together with any other related fees and costs which ANAHEIM can expect to incur with regard to the matter (including without limitation any fees or costs for outside contract services, experts, witnesses, investigations, and depositions.) Said budget shall be reviewed at least quarterly by LAW FIRM and compared to actual billings to date. If at any time LAW FIRM believes, or has reason to believe, that the total fees and costs for the matter will exceed the approved budget, LAW FIRM shall immediately so advise the City Attorney or Contact Attorney, explain the reasons therefore, and prepare and submit a proposed revised budget for the City Attorney’s review and approval. 3. AMENDMENT This Agreement may only be amended by written agreement of the parties. 4. ASSIGNMENT LAW FIRM shall not assign or transfer LAW FIRM's interest in this Agreement without the written consent of the City Attorney. ---PAGE BREAK--- 6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 OFFICE OF THE CITY ATTORNEY CITY OF ANAHEIM 200 S. ANAHEIM BOULEVARD, SUITE 356 ANAHEIM, CA 92805 (714) 765-5169 FAX (714) 765-5123 5. COMPLIANCE WITH APPLICABLE LAWS In the performance of this Agreement, LAW FIRM agrees to abide by and conform to all applicable laws of the United States and the State of California, as well as to the Charter, ordinances, and policies of ANAHEIM. 6. CAPACITY AS INDEPENDENT CONTRACTOR LAW FIRM and its employees shall perform its/their obligations under this Agreement as independent contractors and not as an officers or employees of ANAHEIM. 7. CONFLICTS OF INTEREST It is recognized that LAW FIRM may have clients who may, from time to time, have interests adverse to ANAHEIM. LAW FIRM reserves the right to represent such clients in matters not connected with cases or matters assigned to LAW FIRM by ANAHEIM. In the event LAW FIRM represents or proposes to represent a client who may have interests adverse to ANAHEIM, LAW FIRM shall immediately, upon discovering the possible adverse interest, provide written notice to ANAHEIM of the possible adverse interest. In addition, LAW FIRM and its principals and employees agree to comply with any obligations they may have under California Government Code Section 87100 et seq. 8. TERMINATION This Agreement and all legal services to be rendered hereunder may be terminated at any time by ANAHEIM with or without cause. Upon such termination, or upon the conclusion of such services by LAW FIRM, all finished and unfinished documents, case data and reports, both originals and all copies, relating to such matter and then in the possession of LAW FIRM are recognized to be the property of ANAHEIM and shall immediately be placed in the physical possession of ANAHEIM by LAW FIRM. LAW FIRM shall immediately execute any substitution of attorney form requested by the City Attorney. In the event of such termination, LAW FIRM shall be paid for services satisfactorily rendered. If termination is for cause, compensation due to LAW FIRM, if any, shall be adjusted in light of the particular facts and circumstances involved in such termination. ---PAGE BREAK--- 7 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 OFFICE OF THE CITY ATTORNEY CITY OF ANAHEIM 200 S. ANAHEIM BOULEVARD, SUITE 356 ANAHEIM, CA 92805 (714) 765-5169 FAX (714) 765-5123 9. INDEMNIFICATION As respects acts, errors or omissions in the performance of professional services, LAW FIRM agrees to indemnify, defend (at ANAHEIM’s sole option), and hold harmless ANAHEIM from and against any and all claims, demands, defense costs, liability or consequential damages of any kind or nature arising directly out of LAW FIRM’s negligent acts, errors or omissions in the performance of professional services under the terms of this Agreement. As respects all acts or omissions which do not arise directly out of the performance of professional services, including but not limited to those acts or omissions normally covered by general and automobile liability insurance, LAW FIRM agrees to indemnify, defend (at ANAHEIM’s option), and hold harmless ANAHEIM from and against any and all claims, demands, defense costs, liability, or consequential damages of any kind or nature arising out of or in connection with LAW FIRM’s (or LAW FIRM’s subcontractors, if any) performance or failure to perform, under the terms of this Agreement, excepting only that portion of such claims, demands, defense costs, liability or consequential damages arising out of the active negligence or willful misconduct of ANAHEIM. 10. INSURANCE A. LAW FIRM shall secure and maintain during the term of this Agreement the following insurance coverage with limits as specified for each type of insurance: Comprehensive General Liability Insurance, including automobile coverage and contractual liability coverage, in an amount of not less than One Million Dollars ($1,000,000.00) per occurrence, combined single limit (no annual aggregate); (ii) Workers' Compensation Insurance as required by California statutes; (iii) Professional Liability Insurance in an amount not less than One Million Dollars ($1,000,000.00), and LAW FIRM shall maintain such coverage for at least one year from the termination of this Agreement. ---PAGE BREAK--- 8 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 OFFICE OF THE CITY ATTORNEY CITY OF ANAHEIM 200 S. ANAHEIM BOULEVARD, SUITE 356 ANAHEIM, CA 92805 (714) 765-5169 FAX (714) 765-5123 B. Prior to commencing any work under this Agreement, LAW FIRM shall deliver to ANAHEIM insurance certificates confirming the existence of the insurance required by this Agreement. C. The insurance requirements contained in this Paragraph 10 may be modified or waived with the written approval of ANAHEIM's Risk Manager. 11. NOTICES A. Any notice or demand required or permitted to be given by the terms of this Agreement, or by any law or statute, may be given by ANAHEIM by personal delivery or by depositing said notice or demand in the U.S. Mail, postage prepaid, addressed to LAW FIRM at LAW FIRM's address shown in Exhibit or any new address provided by LAW FIRM in writing to ANAHEIM. Service of said notice or demand on LAW FIRM shall be complete five days after deposit of said notice or demand in the mail, or upon the date of personal delivery to the office of LAW FIRM, at the address shown on Exhibit whichever date is earlier. B. Any notice or demand required or permitted by the terms of this Agreement, or by any law or statute, may be given by LAW FIRM by personal delivery or by depositing said notice or demand in the U.S. Mail, postage prepaid, addressed to ANAHEIM at: 200 South Anaheim Boulevard, Anaheim, California 92805; Attention: City Clerk, with a copy to the City Attorney. Service of said notice or demand on ANAHEIM shall be complete five days after deposit of said notice or demand in the mail, or upon the date of personal delivery to the office of the City Clerk of ANAHEIM, at the address hereinabove set forth, whichever date is earlier. 12. ENTIRE AGREEMENT This writing constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior oral or written representations or written agreements which may have been entered into between the parties. No modification or revision to this Agreement shall be of any force or effect, unless the same is in writing and executed by the parties hereto. ---PAGE BREAK--- 9 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 OFFICE OF THE CITY ATTORNEY CITY OF ANAHEIM 200 S. ANAHEIM BOULEVARD, SUITE 356 ANAHEIM, CA 92805 (714) 765-5169 FAX (714) 765-5123 13. EFFECTIVE DATE AND AUTHORITY A. LAW FIRM and LAW FIRM’s signatories represent that the signatories hold the positions set forth below their signatures and that the signatories are authorized to execute this Agreement on behalf of LAW FIRM and to bind LAW FIRM hereto. B. The effective date of this Agreement shall be the date it is executed by ANAHEIM. 14. CONTROLLING LAW AND VENUE The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange. 15. EQUAL OPPORTUNITY EMPLOYMENT LAW FIRM represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, age or any other prohibited criteria. 16. SEVERABILITY If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 17. INTERPRETATION The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 18. CONFLICTS OR INCONSISTENCIES In the event there are any conflicts or inconsistencies between this Agreement and any attachments attached hereto, the terms of this Agreement shall govern. 19. WAIVER A waiver by either party of any breach of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any ---PAGE BREAK--- 10 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 OFFICE OF THE CITY ATTORNEY CITY OF ANAHEIM 200 S. ANAHEIM BOULEVARD, SUITE 356 ANAHEIM, CA 92805 (714) 765-5169 FAX (714) 765-5123 other term, covenant or condition contained herein, whether of the same or a different character. [SIGNATURES ON FOLLOWING PAGES] ---PAGE BREAK--- 11 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 OFFICE OF THE CITY ATTORNEY CITY OF ANAHEIM 200 S. ANAHEIM BOULEVARD, SUITE 356 ANAHEIM, CA 92805 (714) 765-5169 FAX (714) 765-5123 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the dates hereinafter respectively set forth. CITY OF ANAHEIM, a municipal corporation Michael R.W. Houston City Attorney DATE OF EXECUTION: [NAME OF ORGANIZATION] [TYPE OF ORGANIZATION] By Title Printed DATE OF EXECUTION: APPROVED AS TO FORM: MICHAEL R.W. HOUSTON, CITY ATTORNEY Kristin A. Pelletier Senior Assistant City Attorney [END SIGNATURES] ---PAGE BREAK--- 12 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 OFFICE OF THE CITY ATTORNEY CITY OF ANAHEIM 200 S. ANAHEIM BOULEVARD, SUITE 356 ANAHEIM, CA 92805 (714) 765-5169 FAX (714) 765-5123 ATTORNEY SERVICES AGREEMENT EXHIBIT 1) Address of LAW FIRM: 2) Hourly Rates: Partners Of Counsel Associates Paralegal 102696