Finance_Corporation_Outside_Counsel_RFI.pdf

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City and County of San Francisco Office of the City Attorney

REQUEST FOR INTEREST

The City and County of San Francisco

Finance Corporation General Counsel CONTACT: Kenneth D. Roux, Kenneth.Roux@sfcityatty.org, (415) 554-4722

Schedule*

RFI Issued:

Deadline for Questions:

September 21, 2026

October 5, 2026

Questions and Communications To ensure fair and equal access to information about this RFI, all questions, requests for clarification, and requests for additional information must be submitted to:

Response Due Date: October 14, 2026

Anticipated Commencement of Services:

January 1, 2027 Kenneth D. Roux at Kenneth.Roux@sfcityatty.org.

*Dates are subject to change

Office of the City Attorney ● 1390 Market Street, Suite 700 ● San Francisco, CA 94102 ● 415.554.3800 mailto:Kenneth.Roux@sfcityatty.org, mailto:Kenneth.Roux@sfcityatty.org.

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I. PURPOSE OF THE RFI

The City and County of San Francisco (the City), through the Office of the City Attorney (Office), is issuing this Request for Interest (RFI) to seek information and expressions of interest from experienced attorneys or law firms (Candidates) to provide legal services for the City and County of San Francisco Finance Corporation (Corporation) (Services), as described in Section II, below. Under Section 9.108(3) of the Charter of the City, the City may enter into lease financings involving a nonprofit corporation established by the City for the purpose of financing the acquisition, construction, or improvement by the City of real property or equipment. The City formed the Corporation, a California nonprofit public benefit corporation, to, among other purposes, serve as the nonprofit corporation established under Section 9.108(3) of the Charter.

The purpose of this RFI is to generate a shortlist of qualified Candidates interested and available to provide the Services. The Office intends to select one Candidate to enter into a contract for the Services.

The Office reserves the right, at its sole discretion, to select legal counsel through alternative means or requests for qualifications. Before performing any Services, Candidates must execute a contract, substantially in the form of the contract attached as Appendix B to this RFI.

Additionally, before any contract is awarded, Candidates must complete and file the forms listed in Appendix A to this RFI.

II. SCOPE OF SERVICES

The scope of services described below is a general guide and not a complete list of the Services sought under this RFI. The City seeks legal counsel with respect to certain general counsel matters relating to the Corporation (as more fully described herein, General Counsel Services).

The City also seeks counsel services in connection with the issuance of various Corporation debt offerings (Bonds) the Corporation may issue from time to time, the proceeds of which will be applied to certain City projects, and in connection with other financial transactions (Financings) that do not result in a bond issuance (i.e., amendment of existing security instruments, letters of credit, and similar tools).

The Office seeks Candidates that have experience representing public entities and understand the specific constraints and challenges inherent in government work. Candidates of all sizes, from sole practitioners to large multinational firms, are encouraged to respond.

a. LEGAL SERVICES AND ACTIVITIES

General Counsel Services. In performing its General Counsel Services, the selected Candidate will provide legal support and assistance as requested with regard to the maintenance of the Corporation’s good legal standing and tax-exempt status, including state and federal law filings, as needed; assistance with annual meetings, maintenance of corporate minutes and records;

and research questions, as needed. In addition, the selected Candidate will provide legal advice and counsel in relation to the general operations of the Corporation, including preparation of general business resolutions, bylaws or other amendments to corporate operations, 3 | P a g e Finance Corporation Counsel R F I coordination as needed with City Attorney and other City employees with respect to matters affecting the Corporation, and transactional support for Financings.

General Counsel Services for Bond Issues. The selected Candidate also will perform the following legal services from time to time relating to the Bonds:

• The selected Candidate will make available for consultation and conference with the City Attorney, Controller’s office, and other City officials, counsel, staff, and contractors, at times and places mutually agreed upon, such personnel of the selected Candidate as are qualified to advise on all matters relating to the Bonds.

• At the City Attorney’s request, the selected Candidate will prepare and/or review the various documents relating to the authorization, issuance, sale and delivery of the Bonds, including, but not limited to, (i) Corporation resolutions authorizing and approving the sale and issuance of the Bonds and prescribing the terms, form, security, and other provisions relating thereto and (ii) other agreements and documents required of the Corporation or the City in connection with such Bond issue. All legal documents prepared by the selected Candidate and the opinions required for any such Bond issue shall be submitted to the City Attorney prior to execution and shall be subject to the City Attorney's approval.

• The selected Candidate will cooperate with the City’s bond counsel and financial consultants and other parties in planning the structure and terms of the Bonds and perform other services customarily performed by general counsel in connection with similar financings.

• The selected Candidate will render such opinions with respect to the Bonds, in such form and subject to such exceptions, qualifications and limitations as are typically used in legal opinions for similar financings and are reasonably acceptable to the City Attorney.

III. PREPARING A RESPONSE

Required Information. Please include the following information in your response:

1. Contact information. Firm name, address, contact name, title, phone number, and email address of the person authorized to represent the Candidate with respect to all notices, negotiations, discussions and other communications relating to this RFI.

2. Introduction and Proposed Plan of Delivering Services. A short introduction or summary description of you or your firm’s experience providing advice and representation on matters that are identical, or substantially similar to, the Services. Candidates are encouraged to explain how they are positioned to provide Services to a large public entity with a diverse risk profile.

3. Attorney Experience. Identify and describe the experience, including representative matters, of the lead attorney(s) and any other attorneys who would provide the Services.

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Descriptions may be provided by resumés or curricula vitae, and should include:

a. Years of relevant experience;

b. Location of office;

c. If applicable - title and role within Candidate’s firm;

d. If applicable - number of years with Candidate’s firm;

e. Expected role and responsibilities in providing the Services;

f. Qualifications and any specialized expertise;

g. All currently active state bar licenses and federal court admissions; and

h. Representative matters.

4. Professional Staff and Other Resources. Describe how you expect to engage professional staff to assist with the Services. Candidates are encouraged to identify relevant experience of non-attorney staff, including paralegals.

5. Technology, Experts and Consultants. Describe how you or your Firm utilizes technology, experts and other consultants in providing Services. Candidates may provide a list of consultants that you or your firm regularly engage when providing Services.

6. Fees. A proposed fee arrangement for the Services. The fee proposal should include (i) an annual maximum general counsel fee amount; and (ii) a maximum fee amount for each series of Bonds issued, to be paid only upon the successful issuance and sale of such series of Bonds. The fee proposal should also include the rates for each attorney and professional staff member who may be assigned to provide Services. It is expected that the Candidate will offer their government or comparable favorable rates. Please describe the fees or costs the Candidate proposes on any items separate from attorney or staff services, including, but not limited to computerized research, photocopying, or subpoena services.

Include any other direct or indirect costs that may be incurred by the Office, or any other additional information related to billing that the Candidate believes will be relevant to the Office in considering the Candidate’s fees and costs.

7. References. Names of up to three clients for whom the Candidate has provided identical or substantially similar Services, including for each reference the contact person, address, email address, and telephone number. The Office may confirm references submitted by each Candidate.

8. Contract terms. If you expect that your firm may have issues executing a contract substantially in the form of Appendix B, please provide an explanation of these issues and a proposed resolution. This can be done as a redline to Appendix B.

9. Conflicts. Description of any actual or potential conflicts of interest with the City, including its constituent boards, commissions, agencies, and departments, and how the Candidate proposes to resolve conflicts.

10. Insurance. Description of Candidate’s insurance coverages as required in the contract (see

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Article 5 of Appendix B to this RFI), including the name of the insurance carrier(s). Please identify whether the coverage is on a per-client basis, or whether the coverage is applied to the firm as a whole. Note that the Office may require other limits or specialized coverage depending on the Candidate’s fee proposal and the eventual scope of Services. If a Candidate doesn't have coverage in the types and amounts in the sample contract, it should advise of the coverage types and amounts it does carry.

IV. EVALUATING RESPONSES

The Office will evaluate the responses generally and determine whether to enter into a contract with Candidates, in accordance with the following criteria:

1. Experience and Qualifications, including specific experience providing legal services identical or substantially similar to the Services, including experience representing or working with public entities:

• Relevant experience of lead counsel.

• Quality or scope of recently completed services provided to existing clients, including breadth and depth of applicable experience, and whether the proposed team participated in providing those services.

2. Fees and cost structure.

3. Assigned Staff and Resources

• Staffing model (i.e., resources, skills, and processes to be applied) for the Services.

• Professional experience of assigned staff.

• How candidates utilize technology and manage consultants.

4. Demonstrated Professionalism

• Communication skills, both oral and written.

• Professionalism and quality of submitted response.

5. Administrative

• Ability to agree to the Office’s standard contract terms.

• Conflict-of-interest issues.

• Malpractice insurance and other insurance coverage.

V. RESPONSE SUBMISSION REQUIREMENTS

All questions, requests for clarification, and requests for additional information regarding this RFI must be submitted to Deputy City Attorney Kenneth D. Roux, Kenneth.Roux@sfcityatty.org. All such questions and requests must be submitted by e-mail no later than the date specified on the first page of this RFI. Responses to such questions and requests shall be at the City’s sole discretion, and nothing in this RFI shall create an obligation by the City to provide any response to the submitting party.

Responses may, at the City’s sole discretion, be posted as addenda to this RFI.

mailto:Kenneth.Roux@sfcityatty.org

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Responses must be received by 12:00 pm PT on the Response Due Date. Responses, including any attachments, should be submitted by email to Kenneth.Roux@sfcityatty.org.

Completeness, clarity and brevity will be looked upon favorably.

VI. TERMS AND CONDITIONS OF THIS RFI

1. Responses to this RFI become the exclusive property of the City. Materials provided to the City can be requested by the public in accordance with the California Public Records Act and San Francisco Administrative Code Section 67.24(e).

2. The City accepts no financial responsibility for any costs incurred by Candidates in responding to this RFI document. Candidates shall absorb all expenses they incur resulting from their response and any participation in any associated discussions. Participation in this process is voluntary and non-compensable, and no contract of any kind is guaranteed to be awarded as a result of this process.

3. The City may, in its sole discretion, ask shortlisted Candidates to present their material in person or remotely to the City’s representatives at the City’s offices, and the costs of such presentations shall be solely the responsibility of the Candidates.

4. Any Candidate that may be recommended for a contract with the Office in relation to this RFI must conduct and clear a conflict of interest check or obtain approved waivers before the Office will enter a contract.

5. The City, at its sole discretion, will determine if a request for proposals or other competitive solicitation may be issued at a later date. Submission of a response to this RFI does not guarantee any future business with the City. The issuance of this RFI does not constitute agreement by the City that any contract will actually be entered into by the City. The City expressly reserves the rights to:

a. Waive or correct any defect or informality in any proposal, response or response procedure;

b. Reject any or all responses and re-issue a new RFI, RFQ or RFP;

c. Prior to the submission deadline for responses, modify all or any portion of the schedule for receiving responses;

d. Procure any materials, equipment, products or services specified in this RFI by any other means; or

e. Determine that no contract or services will be pursued.

mailto:Kenneth.Roux@sfcityatty.org.

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Appendix A

Standard Forms

Before San Francisco can award any contract, outside counsel must file three standard San Francisco forms (items 1-3 on the below chart). Because potential respondents may have already completed these forms, and because some informational forms are rarely revised, San Francisco has not included them in the RFI package. Instead, this Appendix describes the forms, where to find them on the Internet (see last page), and where to file them. If a Respondent cannot get the documents off the Internet, the Respondent should call (415) 554-6248 or e-mail Purchasing (purchasing@sfgov.org) and Purchasing will fax, mail or e-mail them to the Respondent.

If a Respondent has already filled out items 1-2 on the chart, the Respondent should not do so again unless the Respondent’s answers have changed. To find out whether these forms have been submitted, the Respondent should call Vendor Support at the Controller's Office at (415) 554-6702.

Where the forms are on the Internet Office of Contract Administration Homepage: http://www.sfgov.org/oca Click on "How to Qualify to Do Business with the City"

Form Purpose/Info Routing

Request for Taxpayer Identification Number (IRS Form W-9)

Request for Taxpayer Identification Number and Certification https://sfcitypartner.sfgov.org/pages/inde x.aspx https://www.irs.gov/pub/irs-pdf/fw9.pdf

This form provides the City with your taxpayer ID number, which is then used to assign your firm a City 5-digit Supplier ID Number.

Controller’s Office Vendor File Support City Hall, Room 484 San Francisco, CA 94102

(415) 944-2442 sfcitypartnersupport@sfgov.

Org

Business Tax Declaration Form (Form P- 25) http://newbusiness.sfgov.org/vendor

This Declaration is used to determine if you are physically “doing business in San Francisco” and therefore are required to pay business taxes.

Email:

ttx.VendorAccounts@sfgov.

org

(415) 554-6718 Mail: Controller’s Office City Hall, Room 484 1 Dr. Carlton B. Goodlett Pl.

San Francisco, CA 94102 mailto:(purchasing@sfgov.org http://www.sfgov.org/oca http://www.sfgsa.org/Modules/ShowDocument.aspx?documentID=10970 http://www.sfgsa.org/Modules/ShowDocument.aspx?documentID=10970 https://sfcitypartner.sfgov.org/pages/inde http://www.irs.gov/pub/irs-pdf/fw9.pdf http://www.irs.gov/pub/irs-pdf/fw9.pdf http://sfgsa.org/Modules/ShowDocument.aspx?documentid=7624 http://newbusiness.sfgov.org/vendor

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Vendor Registration Package Combines the above forms and as well as vendor business profile in one easy location.

Email:

Vendor.File.Support@sfgov .org Fax: (415) 554-6261 Mail: Vendor Registration Package City and County of San Francisco Vendor File Support City Hall, Room 484 1 Dr. Carlton B. Goodlett Place

Supplemental Forms

Depending on the requirements specified in the bid you are responding to, you may be requested to complete one of the below forms. These supplemental forms are bid-specific and are required in addition to the mandatory forms above.

Form: Required If:

Minimum Compensation Ordinance (MCO) Declaration (pdf)

You have at least $25,000 ($50,000 for non-profit organizations) in cumulative annual business with a City department or departments and have more than 5 employees, including employees of any parent, subsidiaries and subcontractors.

Health Care Accountability Ordinance (HCAO) Declaration (pdf)

You have at least $25,000 ($50,000 for non-profit organizations) in cumulative annual business with a City department or departments and have more than 20 employees (more than 50 employees for non-profit organizations) including employees of any parent, subsidiaries and subcontractors.

Insurance Requirements (pdf)

If the bid package requires the successful bidder to demonstrate proof of insurance http://www.sfgsa.org/Modules/ShowDocument.aspx?documentID=11024 http://sfgsa.org/modules/showdocument.aspx?documentid=7581 http://www.sfgsa.org/Modules/ShowDocument.aspx?documentID=10374 http://sfgsa.org/Modules/ShowDocument.aspx?documentid=729

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WHERE THE FORMS CAN BE FOUND ON THE INTERNET

Office of Contract Administration

Homepage: https://sfgov.org/oca/

Purchasing forms: Click on “Resources” under the “Vendor Information” banner.

GSA – Office of the City Administrator, Contracts Monitoring Division (CMD)

CMD’s homepage: https://sfgov.org/cmd/

Equal Benefits forms: Click “Equal Benefits Program” in the column on the left side of the page.

https://sfgov.org/oca/ https://sfgov.org/cmd/

[Outside Counsel Name] 1 of __ [Date]

APPENDIX B

Form of Agreement for Professional Legal Services

Office of the City Attorney

City Hall, Room 234

1 Dr. Carlton B. Goodlett Place

San Francisco, California 94102-4685

AGREEMENT BETWEEN

CITY AND COUNTY OF SAN FRANCISCO

and

[Insert name of Law Firm]

For Professional Legal Services

This Agreement, dated for convenience of reference as of [Insert date], is by and between the

City and County of San Francisco, a municipal corporation (“City”), acting by and through its Office of the City Attorney (“City Attorney”), and [Insert name of Law Firm], a ____________________

(“Counsel”) (each a “Party” and collectively the “Parties”).

Recitals

This Agreement is made with reference to the following facts and circumstances:

A. The San Francisco Charter vests the City Attorney with authority to represent City in legal proceedings and retain outside legal counsel to assist with such representation.

B. Counsel is known for its expertise in the area of [Insert area(s) of expertise] and is well-qualified to assist City Attorney in providing the professional legal services described in Article 1 of this

Agreement. Accordingly, City Attorney wishes to retain Counsel to provide those services.

C. Counsel will report to and work under the direction and control of City Attorney in providing services under this Agreement.

Now, THEREFORE, the Parties agree as follows:

Article 1 Scope of Services

1.1 Scope.

1.1.1 Upon request of City Attorney, Counsel shall advise and assist City

Attorney on matters concerning [describe scope of services as appropriate, include “as needed” when engaging counsel for intermittent/as needed work] [“Litigation” or “Matter”

[Outside Counsel Name] 2 of __ [Date] or other appropriate defined term]. [Use if appropriate: The scope of services is more fully described in Appendix A, “Scope of Services,” of this Agreement.] The scope of services may be modified from time to time, in writing, by mutual agreement of City Attorney and Counsel.

1.1.2 City Attorney shall retain final authority over all aspects of City’s response to the [Litigation/Matter/other Defined Term].

1.1.3 City Attorney shall designate one or more deputies to monitor, review and participate in all aspects of the [Litigation/Matter/other Defined Term]. Counsel is authorized to take appropriate legal steps to handle the [Litigation/Matter/other Defined Term] as it pertains to any and all claims made and relief sought [add if appropriate: “as to the individuals represented by Counsel.”] [modify if needed depending on nature of services] Counsel shall keep City Attorney’s designated staff updated on the [Litigation/Matter/other Defined Term].

1.1.4 Counsel shall handle any press contact it receives related to the

[Litigation/Matter/other Defined Term] in coordination with City Attorney. Counsel shall make every effort not to make statements to the press about any matters in which Counsel is representing City without the consent of City Attorney. Counsel shall not make or distribute any press releases without the express permission of City Attorney.

1.1.5 Counsel shall, upon request, provide copies of pleadings, discovery requests and responses, and relevant correspondence related to the [Litigation/Matter/other

Defined Term] to City Attorney [modify if needed depending on nature of services]. Counsel shall consult in advance with, and obtain the prior approval of, City Attorney concerning all substantive aspects of the [Litigation/Matter/other Defined Term] as it relates to City.

1.1.6 Counsel shall provide sufficient resources, including attorney time and competent personnel, to handle the [Litigation/Matter/other Defined Term] through judgment after trial court proceedings or, subject to approval as provided herein, through settlement

[modify if needed depending on nature of services].

1.2 Maintaining Attorney-Client Privilege. Counsel acknowledges that it has no authority to waive the attorney-client privilege on behalf of City and agrees to conduct its activities relating to all services under this Agreement in such a manner as to maintain the confidentiality of communications between Counsel and City (including City Attorney and any

City official or employee). Counsel further agrees not to waive the attorney-client privilege or attorney work-product protection with respect to documents or communications obtained or conducted in connection with services under this Agreement without the express written consent of City Attorney. Counsel’s obligations under this Section 1.2 shall survive the termination or expiration of this Agreement.

1.3 Status Reports. Counsel shall provide City Attorney, without charge to City, a written status report on work performed (the “Status Report”) not less frequently than once every

________[insert amount in words and number, e.g.; thirty (30)] days from start of work under this Agreement (the “Reporting Period”). The Status Report shall include, but not be limited to, the following: (a) a list of the attorneys who have provided services during the

Reporting Period; (b) a description of significant issues resolved or other significant progress made during the Reporting Period; and (c) outstanding issues known to Counsel that remain unresolved. The Status Report shall not exceed more than [insert amount in words and number, e.g.; two (2)] pages. Upon request by City Attorney and without charge to City, [Outside Counsel Name] 3 of __ [Date]

Counsel shall confer with City Attorney on each Status Report for a period not exceeding one hour.

Article 2 Term of the Agreement

2.1 Term. The term of this Agreement (the “Term”) shall be from [Insert beginning date] to [Insert ending date], unless sooner terminated according to the terms of this

Agreement, including, but not limited to, City Attorney exercising the right to terminate under

Section 8.1, “Termination,” of this Agreement.

2.2 Options to Extend. This Agreement may be extended for up to [insert years] years in the sole and absolute discretion of City Attorney, on the same terms and conditions, by modifying this Agreement as provided in Section 11.5, “Modification to this Agreement.” If there is any fee modification in the extension period, charges shall not increase more than 2% of the rate of the year immediately before such increase.

2.3 Effective Date. This Agreement shall become effective upon full execution and delivery of this Agreement by both Parties, provided that Counsel shall not perform any work under this Agreement until City Attorney gives Counsel either written or oral notice to proceed with performing the services under this Agreement.

Article 3 Financial Matters

3.1 Certification of Funds; Budget and Fiscal Provisions; Termination in the

Event of Non-Appropriation. This Agreement is subject to the budget and fiscal provisions of

Section 3.105 of City’s Charter. This Agreement will terminate without penalty, liability or expense of any kind to City at the end of any fiscal year if funds are not appropriated for the next succeeding fiscal year. If funds are appropriated for a portion of the fiscal year, this Agreement will terminate, without penalty, liability or expense of any kind at the end of the term for which funds are appropriated. City has no obligation to make appropriations for this Agreement in lieu of appropriations for new or other agreements. City budget decisions are subject to the discretion of the Mayor and the Board of Supervisors. Counsel’s assumption of risk of possible non-appropriation is part of the consideration for this Agreement.

THIS SECTION CONTROLS AGAINST ANY AND ALL OTHER PROVISIONS OF

THIS AGREEMENT.

3.2 Compensation.

3.2.1 Approved City Supplier. Counsel is an approved City supplier (Supplier

Number _______) and, if necessary, has registered its business with City’s Office of the

Treasurer and Tax Collector.

3.2.2 Fee and Expense Schedule. City shall compensate Counsel for services under this Agreement as set forth in the Fee and Expense Schedule attached hereto as Appendix

XX [depending on any preceding Appendices], subject to the terms and conditions in this

Agreement. Such compensation is the total compensation for all services this Agreement contemplates. The Fee and Expense Schedule may not be modified except by written instrument executed and approved in the same manner as this Agreement. The Fee and Expense Schedule

[Outside Counsel Name] 4 of __ [Date] sets forth a breakdown of the fees and reimbursable amounts payable under this Agreement. The compensation of Counsel is conditioned upon City Attorney’s prior reasonable determination that Counsel has rendered satisfactory services in accordance with this Agreement.

Compensation shall be payable within a reasonable time from City Attorney’s receipt of invoices in accordance with Section 3.3, “Method of Payment.” In no event shall City be liable for interest or late charges.

3.2.3 Not to Exceed Contract Amount. In no event shall the total fees and reimbursable amounts payable under this Agreement exceed Insert amount in words ($Insert amount in numbers – no decimal point if “.00”). The not to exceed amount may not be modified except by written instrument executed and approved in the same manner as this

Agreement.

3.3 Method of Payment.

3.3.1 Invoices and Payment. As a condition to City’s obligation to pay any compensation, Counsel must furnish invoices under this Agreement in a form reasonably acceptable to City Attorney. Counsel shall provide City Attorney with monthly invoices that identify services by task with a brief descriptive narrative of the service provided, by whom rendered, and the time (hours and fractions thereof) expended. Counsel must submit all statements for services rendered and expenses incurred to City Attorney or his designee.

Payments will be made to Counsel upon approval of City Attorney consistent with the terms and conditions of this Agreement. Payments will be made to Counsel no more frequently than once each month. In no event shall City be liable for interest or late charges. In addition, as a condition to City’s obligation to pay, Counsel shall provide to City Attorney a current certificate of insurance and endorsement in accordance with Section 5.1.3 (Certificates).

3.3.2 Cumulative Tracking Report. Counsel shall provide a monthly report specifying its cumulative billings under the Agreement and notify City Attorney in writing immediately when the amount of billing has reached Insert amount in words ($Insert amount in numbers – no decimal point if “.00”, should be 80% of NTE amount, e.g., $300,000 NTE and notice due at $240,000). The monthly report shall be substantially in the form of the document attached hereto as Appendix XX [depending on any preceding Appendices].

3.4 Retention, Audit and Inspection of Records. Counsel agrees to maintain and make available to City, during regular business hours, records, including accurate books, accounting records, and records of financial transactions, relating to its work under this

Agreement, in their original form, in accordance with requirements prescribed by City. Counsel will permit City to audit, examine and make copies of such books and records, and to make audits of all invoices, materials, payrolls, records or personnel and other data related to all other matters covered by this Agreement, whether funded in whole or in part under this Agreement.

Counsel shall maintain such data and records in an accessible location and condition for a period of not fewer than five years after final payment under this Agreement or until after final audit has been resolved, whichever is later. The State of California or any federal agency having an interest in the subject matter of this Agreement shall have the same rights conferred upon City by this Section.

3.5 Submitting False Claims. Counsel, or any subcontractor authorized under this

Agreement, shall not submit any false claims to City. Any contractor, subcontractor or consultant

[Outside Counsel Name] 5 of __ [Date] who submits a false claim shall be liable to City for the statutory penalties set forth in San

Francisco Administrative Code Section 21.35.

Article 4 Services and Resources

4.1 Services Counsel Agrees to Perform. Counsel agrees to perform the services stated in Article 1 [include if applicable: [and Appendix A, “Scope of Services.”] Officers and employees of City Attorney are not authorized to request, and City Attorney is not required to reimburse the Counsel for, services beyond the scope of services in Article 1 [include if applicable: [and Appendix A], unless this Agreement is modified as provided in Section 11.5, “Modification to this Agreement.”

4.2 Approvals by City Attorney; Point of Contact. Except as otherwise provided in this Agreement or as otherwise required by City’s Charter, all approvals or consents requested or required hereunder shall be given solely by City Attorney or City Attorney’s designee. All such approvals or consents may be given or withheld in City Attorney’s sole discretion, unless otherwise expressly provided. Silence shall not be considered approval of City for any purposes hereof. Any legal advice given by Counsel with respect to this representation shall be rendered to

City Attorney, or City Attorney’s designee.

4.3 Counsel Responsibility. Counsel shall report to, and work under the direction and control of, City Attorney or City Attorney’s designee, in performing services under this

Agreement. Counsel agrees to be solely responsible, however, for its own actions and those of its subordinates and subcontractors throughout the term of this Agreement. Counsel also agrees that any court and administrative filings, written opinions and any correspondence containing substantive advice shall be reviewed and approved by City Attorney before issuance.

4.4 Personnel.

4.4.1 Commitment of Qualified Personnel. Services under this Agreement shall be performed only by competent personnel under the supervision of and in the employment of Counsel. Particular tasks must be performed by lawyers with appropriate levels of experience for the performance of such tasks.

4.4.2 Named Personnel. City Attorney selected Counsel based on the unique skills and experience of counsel and the following named personnel:

ADD NAME OF PRIMARY CONTACT Lead Attorney

(a) The lead attorney named above shall be the principal contact with

City Attorney. Any change in the lead attorney or addition to or substitution of any of the other named staff requires City Attorney’s prior written approval. Staffing decisions required to be taken by Counsel in an emergency for which prior written approval of City Attorney is not feasible, shall be limited to such emergency situation only, taken by Counsel in a reasonable manner, and require immediate follow-up notice to and discussions with City Attorney.

(b) Counsel shall staff all meetings, hearings, proceedings and the other elements of the scope of services to be rendered under this Agreement in a cost-effective manner, consistent with the requirements of Section 4.4.1, “Commitment of Qualified Personnel,” above and as otherwise provided in this Agreement. Counsel must obtain prior approval from City

[Outside Counsel Name] 6 of __ [Date]

Attorney whenever the lead attorney anticipates assigning multiple staff to attend meetings, hearings or other proceedings and to perform the scope of services under this Agreement.

(c) Counsel shall consult with City Attorney about the most cost-effective method of performing services under this Agreement, including but not limited to using

City staff or City Attorney staff, including City Attorney investigators, to perform certain work as appropriate.

4.5 Independent Contractor; Payment of Employment Taxes and Other

Expenses.

4.5.1 Independent Contractor. For the purposes of this Section 4.5, the term

Counsel shall be deemed to include not only Counsel, but also any agent or employee of

Counsel. Counsel acknowledges and agrees that Counsel shall be deemed at all times to be an independent contractor and wholly responsible for the manner in which Counsel performs the services and work under this Agreement. Counsel will not represent or hold itself out to be an employee of City at any time. Counsel shall not have employee status with City, nor be entitled to participate in any plans, arrangements, or distributions by City pertaining to or in connection with any retirement, health or other benefits that City may offer its employees. Counsel is liable for its acts and omissions. Counsel shall be responsible for all obligations and payments, whether imposed by federal, state or local law, including, but not limited to, FICA, income tax withholdings, unemployment compensation, insurance, and other similar responsibilities related to Counsel’s performing services and work. Nothing in this Agreement shall be construed as creating an employment or agency relationship between City and Counsel. Any terms in this

Agreement referring to direction from City and City Attorney shall be construed as providing for direction as to policy and the result of Counsel’s work only, and not as to the means by which such a result is obtained. City does not retain the right to control the means or the method by which Counsel performs work under this Agreement. Counsel agrees to maintain and make available to City, upon request and during regular business hours, accurate books and accounting records demonstrating Counsel’s compliance with this Section 4.5.1. Should City determine that

Counsel is not performing in accordance with the requirements of this Section 4.5.1, City shall provide Counsel with written notice of such failure. Within five (5) business days of Counsel’s receipt of such notice, and in accordance with Counsel’s policy and procedure, Counsel shall remedy the deficiency. Notwithstanding, if City believes that an action of Counsel warrants immediate remedial action by Counsel, City shall contact Counsel and provide Counsel in writing with the reason for requesting such immediate action.

4.5.2 Payment of Employment Taxes and Other Expenses. Should City, in its discretion, or a relevant taxing authority such as the Internal Revenue Service or the

California Employment Development Division or Franchise Tax Board, determine that Counsel is a City employee for purposes of any employment taxes, the amounts payable under this

Agreement shall be reduced by amounts equal to both the employee and employer portions of the tax due (and offsetting any credits for amounts already paid by Counsel which can be applied against this liability). City shall then forward those amounts to the relevant taxing authority.

Should a relevant taxing authority determine a liability for past services performed by Counsel for City, upon notification of such fact by City, Counsel shall promptly remit such amount due or arrange with City to have the amount due withheld from future payments to Counsel under this

Agreement (again, offsetting any amounts already paid by Counsel which can be applied as a credit against such liability). A determination of employment status pursuant to this Section 4.5

[Outside Counsel Name] 7 of __ [Date] shall be solely limited to the purposes of the particular tax in question, and for all other purposes of this Agreement, Counsel shall not be considered an employee of City. Notwithstanding the foregoing, Counsel agrees to indemnify and save harmless City and its officers, agents and employees from, and, if requested, shall defend them against any and all claims, losses, costs, damages, and expenses, including attorneys’ fees, arising from this Section 4.5.

4.6 Assignment and Subcontracting.

4.6.1 Limitations on Assignment. Counsel shall not, without written consent of

City Attorney, assign or transfer any interest in this Agreement, or delegate its performance of duties under this Agreement, in whole or in part; and no approval of any assignment, transfer, or delegation of duties shall constitute approval of any subsequent assignment, transfer or delegation of duties. Counsel recognizes and agrees that the services to be performed under this

Agreement are personal in nature, and City Attorney may give, withhold or condition consent in

City Attorney’s sole and absolute discretion.

4.6.2 Limitations on Subcontracting. Counsel is prohibited from subcontracting this Agreement or any part of it unless Counsel first obtains City Attorney’s written approval of the subcontractor and the scope of services to be performed under any subcontract. Any such subcontracting will be subject to the approval of City Attorney in City

Attorney’s sole and absolute discretion. An agreement made in violation of this provision shall confer no rights on any other entity and shall, at City Attorney’s sole option, be void.

Article 5 Insurance and Indemnity

5.1 Insurance.

5.1.1 Required Coverage. Without in any way limiting Counsel’s liability pursuant to the “Indemnification” section of this Agreement, and subject to approval by City’s Risk Manager of the insurer and the policy forms, Counsel shall procure and maintain throughout the Term of this Agreement, at Counsel’s sole expense, the following insurance:

(a) Workers’ Compensation, in statutory amounts, with Employer’s

Liability Limits not less than one million dollars ($1,000,000) each accident, injury, or illness;

(b) Commercial General Liability Insurance with limits not less than one million dollars ($1,000,000) each occurrence for Bodily Injury and Property Damage, including Contractual Liability, Personal Injury, Products and Completed Operations;

(c) Commercial Automobile Liability Insurance with limits not less than one million dollars ($1,000,000) each occurrence, “Combined Single Limit” for Bodily

Injury and Property Damage, including Owned, Non-Owned and Hired auto coverage, as applicable;

(d) Professional Liability Insurance with limits not less than twenty million dollars ($20,000,000) each claim covering legal malpractice arising from any services provided under this Agreement;

(e) Technology Errors and Omissions Liability coverage, with limits of twenty million dollars ($20,000,000) for each claim and each loss. The policy shall at a minimum cover professional misconduct or lack of the requisite skill required for the

[Outside Counsel Name] 8 of __ [Date] performance of services defined in the Agreement and shall also provide coverage for the following risks:

(i) Network security liability arising from the unauthorized access to, use of, or tampering with computers or computer systems, including hacker attacks;

and

(ii) Liability arising from the introduction of any form of malicious software including computer viruses into, or otherwise causing damage to City’s or third person’s computer, computer system, network, or similar computer related property and the data, software, and programs thereon.

(f) Cyber and Privacy Insurance with limits of not less than twenty million dollars ($20,000,000) per claim. Such insurance shall include coverage for liability arising from theft, dissemination, and/or use of confidential information, including but not limited to, bank and credit card account information or personal information, such as name, address, social security numbers, protected health information or other personally identifying information, stored or transmitted in electronic form.

5.1.2 Liability Policies. Each policy shall be with an insurer with a rating comparable to A-, VIII or higher, that is authorized to do business in the State of California. Except for Professional

Liability Insurance, all liability policies that this Section 5.1 requires Counsel to maintain shall provide for the following: (i) name as additional insureds City and County of San Francisco, its officers, agents and employees; and (ii) specify that such policies are primary insurance to any other insurance available to the additional insureds, with respect to any claims arising out of this Agreement, and that insurance applies separately to each insured against whom claim is made or suit is brought. Such policies shall also provide for severability of interests and that an act or omission of one of the named insureds that would void or otherwise reduce coverage shall not reduce or void the coverage as to any insured, and shall afford coverage for all claims based on acts, omissions, injury or damage which occurred or arose (or the onset of which occurred or arose) in whole or in part during the policy period. If requested by City

Attorney, Counsel will provide a complete copy of each insurance policy required under Section 5.1.1, “Required Coverage,” of this Agreement.

5.1.3 Certificates. Before starting work under this Agreement, Counsel shall submit to City Attorney a certificate of insurance for each required policy with insurers and additional insured policy endorsements for the comprehensive general liability insurance and comprehensive automobile liability insurance. Each policy and certificate shall provide that no cancellation, major change in coverage or expiration shall become effective or occur until at least thirty (30) days after receipt of written notice by City Attorney. Counsel shall submit certificates of insurance and additional insured policy endorsements by e-mail to

Contracts.Insurance@sfcityatty.org.

5.1.4 General Annual Aggregate Limits. Should Counsel provide any of the required liability insurance under a form of coverage that includes a general annual aggregate limit or provides that claims investigation or legal defense costs be included in such general annual aggregate limit, such general aggregate limit shall be twice the occurrence or claims limits specified above.

5.1.5 Lapse in Coverage. Should any required insurance lapse during the term of this Agreement, Counsel shall immediately notify City Attorney. Regardless of whether City

Attorney receives such notice from Counsel, City Attorney shall have the sole option to direct

[Outside Counsel Name] 9 of __ [Date]

Counsel to immediately discontinue all work under this Agreement. City shall not process requests for payments originating after such lapse until City Attorney receives satisfactory evidence of reinstated coverage as required by this Agreement, effective as of the lapse date. If insurance is not reinstated, City Attorney may, at City Attorney’s sole option, terminate this

Agreement upon the lapse of any required insurance, and City shall have no further obligation to pay Counsel after such termination.

5.1.6 Claims Made Forms. Should any of the required insurance be provided under a claims-made form, Counsel shall maintain such coverage continuously throughout the term of this Agreement and, without lapse, for a period of three (3) years beyond the expiration of the term of this Agreement, so if any occurrences during the term of this Agreement give rise to claims made after expiration of the Agreement, such claims shall be covered by such claims-made policies.

5.2 Indemnification.

5.2.1 Counsel shall indemnify and hold harmless City and its officers, agents and employees from, and, if requested, shall defend them from and against any and all liabilities

(legal, contractual, or otherwise), losses, damages, costs, expenses, or claims for injury or damages (collectively, “Claims”), arising from or in any way connected with Counsel’s performance of the Agreement, including but not limited to, any: (i) injury to or death of a person, including employees of City or Counsel; (ii) loss of or damage to property; (iii) violation of local, state, or federal common law, statute or regulation, including but not limited to privacy or personally identifiable information, health information, disability and labor laws or regulations; (iv) strict liability imposed by any law or regulation; or (v) losses arising from

Counsel’s execution of subcontracts not in accordance with the requirements of this Agreement applicable to subcontractors; except where such Claims are the result of the sole active negligence or willful misconduct of City. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts and related costs and City’s costs of investigating any claims against City.

5.2.2 In addition to Counsel’s obligation to indemnify City, Counsel specifically acknowledges and agrees that it has an immediate and independent obligation to defend City from any claim which actually or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false or fraudulent, which obligation arises at the time such claim is tendered to Counsel by City and continues at all times thereafter.

5.2.3 Counsel shall indemnify and hold City harmless from all loss and liability, including attorneys’ fees, court costs and all other litigation expenses for any infringement of the patent rights, copyright, trade secret or any other proprietary right or trademark, and all other intellectual property claims of any person or persons in consequence of the use by City, or any of its officers or agents, of articles or services to be supplied in the performance of this Agreement.

Article 6 Liability of City

6.1 Liability of City. CITY’S PAYMENT OBLIGATIONS UNDER THIS

AGREEMENT SHALL BE LIMITED TO THE PAYMENT OF COMPENSATION

PROVIDED FOR IN SECTION 3.2.3, “NOT TO EXCEED CONTRACT AMOUNT.”

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT

[Outside Counsel Name] 10 of __ [Date]

SHALL CITY BE LIABLE, REGARDLESS OF WHETHER ANY CLAIM IS BASED ON

CONTRACT OR TORT, FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR

INCIDENTAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS,

ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES

PERFORMED IN CONNECTION WITH THIS AGREEMENT.

Article 7 Payment of Taxes

7.1 Taxes. Payment of any taxes, including possessory interest taxes and California sales and use taxes, levied upon or as a result of this Agreement, or the services delivered pursuant hereto, shall be the obligation of Counsel.

7.2 Withholding. Counsel agrees that it is obligated to pay all amounts due to City under the San Francisco Business and Tax Regulations Code during the term of this Agreement.

Pursuant to Section 6.10-2 of the San Francisco Business and Tax Regulations Code, Counsel further acknowledges and agrees that City may withhold any payments due to Counsel under this

Agreement if Counsel is delinquent in the payment of any amount required to be paid to City under the San Francisco Business and Tax Regulations Code. Any payments withheld under this paragraph shall be made to Counsel, without interest, upon Counsel coming into compliance with its obligations.

Article 8 Termination and Default

8.1 Termination.

8.1.1 Termination Without Cause. City Attorney, in City Attorney’s sole discretion, may terminate this Agreement for City’s convenience and without cause, at any time, by giving Counsel at least thirty (30) days written notice of such termination. In the event of such termination, City will pay Counsel for those services performed in accordance with this

Agreement, and to the satisfaction of City, up to the…