RFP for CPRA LEGAL SERVICES.pdf

COMMUNITY POLICE REVIEW AGENCY

ANTONIO LAWSON, Interim Executive Director

REQUEST FOR PROPOSALS (RFP)

For

CPRA LEGAL SERVICES

Due Date: Tuesday, November 17, 2026 – 2:00 p.m. (Pacific)

REQUEST FOR PROPOSALS (RFP) – CPRA LEGAL SERVICES)

Table of Contents

I. INTRODUCTION

II. SCOPE OF SERVICES

III. FIRM DATA & INFORMATION

FEE STRUCTURE

REVIEW OF SUBMISSIONS

RESPONDENT’S PERSONNEL

CONFIDENTIALITY OF PROPOSAL INFORMATION WAIVER

CITY’S RESERVATION OF RIGHTS

STRATEGY AND BUDGET

RATE STRUCTURE

BILLING/INVOICING

COMMUNICATION

A. GENERAL INFORMATION

B. SUBMITTAL REQUIREMENTS

C. REQUIRED PROPOSAL ELEMENTS AND FORMAT

D. REJECTION OF PROPOSAL ELEMENTS

The Combined Contract Schedules will be collected from the successful proposer before a final decision is made and up to full contract execution. It may be viewed at: https://www.oaklandca.gov/documents/contracts-and-compliance-forms-and-schedules or at 150 Frank H. Ogawa Plaza Suite 6213, Oakland, CA, Department of Finance, Contracts Unit. Also, request a copy by email from isupplier@oaklandca.gov https://www.oaklandca.gov/documents/contracts-and-compliance-forms-and-schedules https://www.oaklandca.gov/documents/contracts-and-compliance-forms-and-schedules mailto:isupplier@oaklandca.gov

REQUEST FOR PROPOSALS (RFP) – (CPRA LEGAL SERVICES)

I. INTRODUCTION

This Request for Proposals (RFP) is being issued by the City of Oakland, Community Police Review Agency (CPRA). The Community Police Review Agency (CPRA) wishes to retain outside counsel to advise the CPRA in the following areas: 1) police misconduct investigations 2) disciplinary matters, and 3) training related to the investigations

The Contractor shall be required to comply with all applicable City programs and policies outlined in Attachment C. Details are presented in the project documents and will be discussed at the pre-proposal meeting. Discussions will include, but may not be limited to: ♦Equal Benefits for Registered Domestic Partners ♦Campaign Contribution ♦Post-project Contractor Evaluation ♦Prompt Payment ♦Arizona Boycott ♦ 0% L/SLBE ♦ Dispute Disclosure ♦Living Wage ♦Minimum Wage ♦ Border Wall Prohibition♦ Sanctuary City Contracting and Investment Ordinance

Deadline for Questions: Tuesday, October 20, 2026, by 5:00p.m., PT via email to the Contract and Procurement Specialist, ContractAdmin@oaklandca.gov

Proposal Submittal Deadline Date and Time: Tuesday, November 17, 2025, at 2:00 p.m. PT.

Submit Proposals electronically to iSupplier: Please log on to iSupplier to submit your proposal before identified deadline. Questions regarding online submittal through iSupplier must be directed to isupplier@oaklandca.gov with RFP name in subject line. [iSupplier User Guides | City of Oakland, CA].

Proposals Must Be Received in iSupplier portal by Finance, Contract Administration no later than the deadline identified. iSupplier will not allow late submittals and therefore please allow time to log in, create a response, and upload your Proposal. Email submittals will not be accepted.

Contractors who wish to participate in the RFP/RFQ process are required to register in iSupplier to receive addenda, updates, announcements, and notifications of contracting opportunities. We recommend updating your firm’s primary email address regularly and periodically confirming that the “Products and Services” section fully represents the scope of products and services provided. If you have any questions, please email isupplier@oaklandca.gov.

For further information and detailed iSupplier registration instructions, please visit the following link https://www.oaklandca.gov/services/register-with-isupplier

Free copies of the RFP/RFQ documents and Addenda are available in iSupplier. Hard copies will NOT be available for purchase from the City. Please consult the City website for the Plan Holder list.

1. iSupplier Registration/Login:

https://www.oaklandca.gov/Business/Doing-Business-with-the-City/Doing-Business-With-The- City-Register-with-iSupplier New registrants can email isupplier@oaklandca.gov for registration instructions. Allow 3 working days for approval to access bid documents through iSupplier mailto:ContractAdmin@oaklandca.gov mailto:isupplier@oaklandca.gov https://www.oaklandca.gov/Business/Doing-Business-with-the-City/Doing-Business-With-The-City-Register-with-iSupplier/iSupplier-User-Guides mailto:isupplier@oaklandnet.com https://www.oaklandca.gov/services/register-with-isupplier https://www.oaklandca.gov/Business/Doing-Business-with-the-City/Doing-Business-With-The-City-Register-with-iSupplier https://www.oaklandca.gov/Business/Doing-Business-with-the-City/Doing-Business-With-The-City-Register-with-iSupplier mailto:isupplier@oaklandnet.com

2. iSupplier user guides: https://www.oaklandca.gov/Business/Doing-Business-with-the- City/Doing-Business-With-The-City-Register-with-iSupplier/iSupplier-User-Guides

3. iSupplier Plan Holders List:

https://apps.oaklandca.gov/contractcompliance/PlanHolderLists.aspx

Contact Information: The following City staffs are available to answer questions regarding this RFP.

1. Contract Admin: contractadmin@oaklandca.gov

II. SCOPE OF SERVICES

INTRODUCTION & BACKGROUND

In November 2016, Oakland voters overwhelmingly passed Measure LL, an amendment to the Oakland City Charter which established a seven-member Oakland Police Commission (“Commission”) and a Community Police Review Agency (“CPRA”).

The CPRA receives, reviews and prioritizes all public complaints concerning the alleged misconduct of Oakland Police Department (OPD) officers involving use of force, in-custody deaths, racial profiling, public assemblies, and other possible misconduct as directed by the Commission. The Agency’s day-to-day operations are overseen by the Executive Director, who reports to the Commission.

CPRA wishes to retain outside counsel to advise the CPRA in the following areas: 1) Police misconduct investigations 2) Disciplinary matters, and 3) Training related to the investigations. Interested firms/individuals must be available to commit a significant amount of time to the CPRA, and must not regularly defend law enforcement officers.

The CPRA requests detailed information regarding the qualifications of attorneys or law firms interested in providing legal services to the CPRA. Selection of CPRA Attorneys will be based on the quality of their work, commitment to controlling costs, adherence to budgets, and demonstrated commitment and efforts to provide equal employment opportunity, including but not limited efforts to provide equity and inclusion to persons of color, women, persons with disabilities, members of the LGBTQ+ community, and all individuals, regardless of protected class status. We encourage innovative approaches to billing proposals, such as fixed rate per project, blended hourly rate per project, discounted rates, contingency fees, or some other methodology.

When we select a firm to represent the CPRA, we shall decide which attorneys will be working on our matters and require advance approval of any changes in assignments.

https://www.oaklandca.gov/Business/Doing-Business-with-the-City/Doing-Business-With-The-City-Register-with-iSupplier/iSupplier-User-Guides https://www.oaklandca.gov/Business/Doing-Business-with-the-City/Doing-Business-With-The-City-Register-with-iSupplier/iSupplier-User-Guides https://apps.oaklandca.gov/contractcompliance/PlanHolderLists.aspx mailto:contractadmin@oaklandca.gov

All firms retained by the CPRA must enter into the City of Oakland’s standard Professional Services Agreement (PSA), complete and provide all required schedules and documentation, which adhere to the City’s policies and procedures.

In addition to the PSA, selected firms will be required to enter into a Scope of Service/Retention Agreement for each specific matter. Each Scope of Service / Retention Agreement shall include a written work plan or case handling plan, a capped “not to exceed” amount and the names of the individuals in the law firm assigned to work on the matter and their hourly rates. The Scope of Service / Retention Agreement becomes a part of the overall agreement and cannot be modified without the advance written approval of the CPRA. The CPRA will not approve bills/invoices that are in excess of the budget, absent prior approval. All invoices must set forth the billing amount, the cap, and the amount remaining on the contract. The documents listed above are included as an attachment.

Selected firms are required to be current on their payment of Oakland business taxes. This tax is based on income from work the firm performs in Oakland. Selected firms must have or obtain an Oakland Business Tax Certificate regardless of where the firm is located.

FIRM DATA & INFORMATION

Respondents are requested to provide the following background information for each attorney in the firm who wishes to be qualified to provide advice or assist in providing advice to the CPRA. Please provide copies of the responses and please identify the partner or shareholder who would be in charge of the representation. For purposes of providing background information, “peace officers” include all law enforcement officers, including but not limited to police officers, deputy sheriffs, highway patrol officers, and corrections officers,

1. Describe your professional experience in the area of peace officer misconduct, including any experience in civil rights litigation, Pitchess motion practice, Brady disclosures, the Public Safety Officers Procedural Bill of Rights, internal affairs investigations, and arbitration of peace officer discipline.

2. Describe your professional experience in the area of employee misconduct generally, including any experience in workplace investigations, employment litigation, and employee discipline and termination.

3. Describe any other experience that may be relevant to advising the CPRA on investigations and discipline.

4. Have you ever represented a client in a claim or lawsuit against a peace officer department or agency? If so, please describe the timing and nature of the representation(s).

5. Have you ever represented a peace officer department or agency in a lawsuit? If so, please describe the timing and nature of the representation(s).

6. Have you ever represented a peace officer in a civil or criminal matter for alleged on-the-job misconduct? If so, please describe the timing and nature of the representation(s).

7. Have you ever represented a peace officer or a peace officer employee association in a discipline matter or collective bargaining dispute? If so, please describe the timing and nature of the representation(s).

In addition, Respondents are requested to include the following information:

1. Your office’s availability to perform the work of outside counsel to the CPRA, including number of hours per week/month the lead attorney can personally commit, availability of attorneys for on-site meetings and consultations, any regular time constraints or competing commitments, and availability of associate attorneys to advise the CPRA in the absence of the lead attorney.

2. The diversity of the firm in terms of women, minorities, persons with disabilities, sexual orientation (LGBT), etc.

3. A description of the nature and scope of specific projects handled by each qualified attorney, or significant matters that may be relevant to the representation of the City of Oakland in such disputes.

4. An agreement not to engage in litigation against the City of Oakland or represent clients that have interests that are directly adverse to the City of Oakland without first informing the CPRA and obtaining written permission from the City to do so.

5. A firm resume or brochure.

FEE STRUCTURE

Respondents are requested to provide hourly rates for each attorney seeking qualification, as well as paralegals and other professionals who will assist in the representation.

The quoted hourly rate should include all salary and compensation, and all overhead expenses, profits and other employee costs, including but not limited to clerical and word processing expenses. Respondents should list all expenses they propose to bill in addition to legal fees and the basis for such expenses. The contract will provide for usual and customary reimbursement of third-party costs based on the actual expense. The City does not reimburse for additional overhead on third-party costs.

If the firm proposes to adjust rates during the course of representation, please describe the method for such adjustment. Respondents should include alternatives to hourly billing, including fixed price representation and contingency fee arrangements.

REVIEW OF SUBMISSIONS

The CPRA will select a firm to serve as counsel based on its evaluation of responses to this Request for Proposals. The CPRA will evaluate responses in the areas of Scope of Service / Scope of Representation, Firm Data and Information and Fee Structure.

RESPONDENT’S PERSONNEL

The CPRA intends to reserve the right to designate a specific attorney(s) in a contracting law firm to work on a specific case or matter as lead counsel or as associate lead counsel for the services rendered pursuant to any contract and further intends to reserve the right to terminate the contract if the lead counsel leaves employment of the firm.

CONFIDENTIALITY OF PROPOSAL INFORMATION WAIVER

Respondents specifically and categorically agree that, as a condition for the opening and review of their responsive submittals, the information relating to fees and fee structure submitted by every other respondent is confidential and proprietary information insofar as such Respondent is concerned.

Respondents are further advised that all the terms and conditions, including fees and fee structures, forming part of any agreement entered into shall, upon such agreement being executed, become a public record of the City and subject to full disclosure, and each Respondent waives any right to object to any such disclosure.

CITY’S RESERVATION OF RIGHTS

This Request for Proposal does not constitute a commitment by the CPRA or by the City to enter into any agreement or contract, or to pay any costs associated with the preparation of responses, submittals or other documents or any related work by any Respondent. The CPRA reserves the right to waive responses to any part of this request if, in its sole judgment, it determines that it is in the best interests of the City to do so. The CPRA may require any Respondent to participate in negotiations and to submit such other information or documentation as it may deem necessary as conditions of awarding a contract. The CPRA reserves the right to vary or waive requirements for different Respondents as shall fit the City’s needs.

STRATEGY AND BUDGET

For every new matter outside counsel and the responsible in-house attorney are required to prepare a strategy and a budget. The budget should estimate total fees and expenses to see the matter to its conclusion. If outside counsel anticipates a change in the budget after the agreement is executed, outside counsel must discuss it with the CPRA, before the work is done or the expense is incurred. CPRA will not approve bills/invoices that are in excess of budget absent prior approval.

Litigation strategy should identify alternate methods of disposing of the case, including ADR (Alternative Dispute Resolution) and settlement. An outline should be made of the proposed course of litigation, including dispositive pretrial motions, the scope of discovery and the trial strategy. If it appears that a case will go to trial, an estimate of cost should be sent to the responsible in -house attorney no later than the close of discovery, if possible. The detail of all plans (litigation and otherwise ) will be dictated by the significance of the matter.

RATE STRUCTURE

Billing rates will be established at the outset of each matter. In establishing the billing rates, it is expected that outside counsel will consider the competitive climate in the practice of law and the fact that CPRA assures prompt payment.

Changes in billing rates must obtain our advance consent and the existing agreement will need to be amended. CPRA assumes that the rates agreed upon are as low as those offered to any other government/public agency client; if any other clients enjoy more favorable billing rates, CPRA expects to be told how to qualify for similar billing treatment.

If the billing method is hourly rates, the rates should contain all overhead and internal charges associated with outside counsel's practice, such as administration, secretarial, docket, word processing, accounting, library and other clerical time. If outside counsel customarily makes separate charges for any of these functions; the billing arrangement must be specifically approved in advance by the responsible in-house attorney and the amount must be factored into the overall budget. CPRA expects that the hourly rates of outside counsel that bill separately for secretarial or other services will be less than those of competitive firms that include all overhead in their billing rates.

BILLING/INVOICING

Separate bills/invoices are required for each specific matter. Absent an express agreement to the contrary, bills/invoices must be submitted monthly, unless another arrangement is agreed to in advance, or unless the matter is inactive.

All bills/invoices should include hours spent (to nearest fraction), brief description of the services rendered and the individual who provided the services. A summary of the total hours by individual with his/her billing rate should also be included.

All bills/invoices for services and disbursements must conform to the format of the budget per the Scope of Service Agreement, i.e., the bill/invoice must be in a form that will enable the CPRA to compare the items that made up the budget with the items that appear on the bill/invoice.

All bills/invoices must include an accounting showing the original budget amount per the Scope of Service Agreement the billed/invoiced amounts to date and the amount remaining on the original budget. Bills not including this accounting will be returned unpaid.

CPRA will not approve bills/invoices that are in excess of budget absent prior approval.

COMMUNICATION

Outside counsel must contact the Executive Director if any issue arises that is not covered by this policy, or if outside counsel wishes to deviate from any of the stated policies.

A. GENERAL INFORMATION

1. The successful proposer selected for this service shall obtain or provide proof of having a current City of Oakland Business tax Certificate.

2. The City Council reserves the right to reject any and all bids.

3. Local and Small Local Business Enterprise Program (L/SLBE)

In general, there is a 50% local business participation requirement on all construction contracts at or over $100,000; all professional services contracts at or over $50,000; and all purchases of commodities, goods and associated services at or over $50,000. This participation must be met with a minimum participation of 25% for Local Business Enterprises (LBE)/Local Not for Profit Business Enterprise (L/NFPBE) and 25% for Small Local Business Enterprises (SLBE)/Small Local Not for Profit Business Enterprise (S/LNFPBE). SLBE and SLNFPBE may meet the full 50% requirement. Where Very Small Local Business Enterprises (VSLBE) participation is evident, the level of participation will be double-counted towards meeting the requirement. The participation requirements may be adjusted if there are not at least three L/SLBEs in a major category of work.

The participation requirement for this scope of work has been adjusted to 0%.

The City’s current L/SLBE Program guidelines may be accessed at the City of Oakland website: https://www.oaklandca.gov/departments/workplace-employment-standards

4. The City’s Living Wage Ordinance The selected proposer will be required to agree to comply fully with and be bound by the Living Wage Ordinance as set forth by the Oakland Municipal Code (OMC), Chapter 2.28. Generally, the ordinance requires that, unless specific exemptions apply or a waiver is granted, all employers contracted to provide services amounting to or exceeding $25,000, shall provide nothing less than a prescribed minimum level of compensation (a living wage), as well as the provision of at least twelve

(12) days off per year for sick leave.

If applicable, the selected proposer must agree to comply with the requirements and agree that it has a duty to promptly provide the City with any documents and information requested verifying its compliance, including the completion and submission of a Declaration of Compliance with the Living Wage Ordinance (Schedule N).

https://www.oaklandca.gov/departments/workplace-employment-standards

Oakland employers are also subject to the City of Oakland Minimum Wage law (Oakland Municipal Code section 5.92) and must pay employee wages and provide benefits consistent with the Minimum Wage law, Oakland Living Wage Ordinance, whichever are greater.

5. Minimum Wage Ordinance

Oakland employers are subject to Oakland’s Minimum Wage Law, whereby Oakland employees must be paid the current Minimum Wage rate. Employers must notify employees of the annually adjusted rates by each December 15th and prominently display notices at the job site.

The law requires paid sick leave for employees and payment of service charges collected for their services. This contract is also subject to Oakland’s Living Wage Ordinance (see Section 4, above), and must pay employees wages and provide benefits consistent with the Living Wage Ordinance, whichever are greater.

For further information, please go to the following website:

https://www.oaklandca.gov/topics/minimum-wage-paid-leave-service-charges

6. Equal Benefits Ordinance

The selected Proposer will be subject to the Equal Benefits Ordinance (OMC Chapter 2.32) and its implementing regulations if it receives $25,000 or more for public works or improvements to be performed or for goods or services to be purchased or grants to be provided at the expense of the city or to be paid out of moneys deposited in the treasury or out of trust moneys under the control of or collected by the city, unless specific exemptions apply or a waiver is granted. The Equal Benefits Ordinance prohibits the City from contracting with entities that discriminate in the provision of employee benefits between employees with spouses and employees with domestic partners, and/or between domestic partners and spouses of such employees.

The Ordinance shall only apply to those portions of selected Proposer’s operations that occur (1) within the City of Oakland; (2) on real property outside the City of Oakland if the property is owned by the City or if the City has a right to occupy the property, and if the contract’s presence at that location is connected to a contract with the City; and (3) elsewhere in the United States where work related to a City contract is being performed. The requirements shall not apply to subcontracts or subgrantees of the selected Proposer.

https://www.oaklandca.gov/topics/minimum-wage-paid-leave-service-charges

If applicable, the selected Bidder/Contractor must agree to comply with the requirements of OMC Chapter 2.32, and agree it has a duty to promptly provide the City with any documents and information requested verifying its compliance, including the completion and submission of Schedule N-1.

7. Prompt Payment Ordinance OMC Section 2.06.070

This Ordinance requires that the selected Bidder/Contractor and its subcontractors pay undisputed invoices of their subcontractors for goods and/or services within twenty (20) business days of submission of invoices, unless specific exemptions apply, or unless the contractor or its subcontractors notify the City’s Prompt Payment Liaison in writing within five (5) business days that there is a bona fide dispute between the contractor or its subcontractor and claimant. In this case the contractor or its subcontractor may withhold the disputed amount but shall pay the undisputed amount.

Disputed payments are subject to investigation by the Liaison upon the filing of a complaint. The contractor or its subcontractors opposing payment shall provide security in the form of cash, certified check or bond to cover the disputed amount and penalty during the investigation. If the contractor or its subcontractor fails or refuses to deposit security, the Liaison will withhold an amount sufficient to cover the claim from the next contractor progress payment. Upon a determination that an undisputed invoice or payment is late, the Liaison will release security deposits or withholds directly to claimants for valid claims.

The contractor and its subcontractors shall not be allowed to retain monies from subcontractor payments for goods as project retention, and are required to release subcontractor project retention in proportion to the subcontractor services rendered, for which payment is due and undisputed, within five (5) business days of payment. The contractor and its subcontractors shall be required to pay subcontractors mobilization fees within five (5) business days of being paid such fees by the City. For the purpose of posting on the City's website, the contractor and its subcontractors are required to file notice with the City of the release of retention and payment of mobilization fees within five (5) business days of such payment or release; and, the contractor and its subcontractors are required to file an affidavit, under penalty of perjury, that he or she has paid all subcontractors, within five (5) business days following receipt of payment from the City, The affidavit shall provide the names and address of all subcontractors and the amount paid to each.

The contractor and its subcontractors shall include the same or similar provisions as those set forth above in any contract with a subcontractor that delivers goods and/or services in connection with a City of Oakland contract. Invoice and claim inquiries should be directed to DWES@Oaklandca.gov.

8. Non-Discrimination/Equal Employment Practices

Contractor shall not discriminate or permit discrimination against any person or group of persons in any manner prohibited by federal, state or local laws. During the performance of this Agreement, Contractor agrees as follows:

a. Contractor and Contractor’s sub-contractors, if any, shall not discriminate against any employee or applicant for employment because of age, marital status, religion, gender, sexual preference, race, creed, color, national origin, Acquired-Immune Deficiency Syndrome (AIDS), AIDS-Related Complex (ARC) or disability. This nondiscrimination policy shall include, but not be limited to, the following: employment, upgrading, failure to promote, demotion or transfer, recruitment advertising, layoffs, termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship.

b. Contractor and Contractor’s Sub-contractors shall state in all solicitations or advertisements for employees placed by or on behalf of Contractor that all qualified applicants will receive consideration for employment without regard to age, marital status, religion, gender, sexual preference, race, creed, color, national origin, Acquired-Immune Deficiency Syndrome (AIDS), AIDS-Related Complex (ARC) or disability.

c. Contractor shall make its goods, services, and facilities accessible to people with disabilities and shall verify compliance with the Americans with Disabilities Act by executing Declaration of Compliance with the Americans with Disabilities Act, attached hereto and incorporated herein.

d. If applicable, Contractor will send to each labor union or representative of workers with whom Contractor has a collective bargaining agreement or contract or understanding, a notice advising the labor union or workers’ representative of Contractor’s commitments under this nondiscrimination clause and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

e. Contractor shall submit information concerning the ownership and workforce composition of Contractor’s firm as well as its sub-Contractors and suppliers, by completing the Ownership, Ethnicity and Gender mailto:DWES@Oaklandca.gov

Questionnaire.

f. The Project Contractor Team attached and incorporated herein and made a part of this Agreement, Exit Report and Affidavit, attached and incorporated herein and made a part of this Agreement.

g. All affirmative action efforts of Contractors are subject to tracking by the

City. This information or data shall be used for statistical purposes only.

All Contractors are required to provide data regarding the make-up of their sub-Contractors and agents who will perform City contracts, including the race and gender of each employee and/or Contractor and his or her job title or function and the methodology used by Contractor to hire and/or contract with the individual or entity in question.

h. The City will immediately report evidence or instances of apparent discrimination in City or Agency contracts to the appropriate State and Federal agencies, and will take action against Contractors who are found to be engaging in discriminatory acts or practices by an appropriate State or Federal agency or court of law, up to and including termination or debarment.

i. In the recruitment of sub-Contractors, the City of Oakland requires all

Contractors to undertake nondiscriminatory and equal outreach efforts, which include outreach to minorities and women-owned businesses as well as other segments of Oakland’s business community. The City Administrator will track the City’s MBE/WBE utilization to ensure the absence of unlawful discrimination on the basis of age, marital status, religion, gender, sexual preference, race, creed, color, national origin, Acquired-Immune Deficiency Syndrome (AIDS), AIDS-Related Complex (ARC) or disability.

j. In the use of such recruitment, hiring and retention of employees or sub-

Contractors, the City of Oakland requires all Contractors to undertake nondiscriminatory and equal outreach efforts which include outreach to minorities and women as well as other segments of Oakland’s business community.

9. Arizona and Arizona-Based Businesses

Contractor agrees that in accordance with Resolution No. 82727 C.M.S., neither it nor any of its subsidiaries, affiliates or agents that will provide services under this agreement is currently headquartered in the State of Arizona, and shall not establish an Arizona business headquarters for the duration of this agreement with the City of Oakland or until Arizona rescinds SB 1070.

Contractor acknowledges its duty to notify Department of Purchasing, if it’s Business Entity or any of its subsidiaries affiliates or agents subsequently relocates its headquarters to the State of Arizona. Such relocation shall be a basis for termination of this agreement.

10.Sanctuary City Contracting and Investment Ordinance

Ordinance N.O. 13540 CMS was adopted by the Oakland City Council on June 4th, 2019 and prohibits the City from contracting with any person or entity that provides the United States Immigration and Customs Enforcement (ICE) services or goods for data collection or with the United States Customs and Border Protection (CBP) Customs and Border Protection (CBP), or the Department of Health and Human Services Office of Refugee Resettlement (HHS/ORR) to support immigration detention facilities. These contractors are not to be used unless the City Council makes a specific determination that no reasonable alternative exists. The ordinance also prohibits the City from investing in any of these companies and requires the City to include notice of these prohibitions in any Requests for Proposals (RFPs), Requests for Qualifications (RFQs), and any construction or other contracting bids. The ordinance also requires that the City provide an annual report to the Privacy Advisory Commission on its enforcement.

11. Border Wall Ordinance

This contract is subject to the Border Wall Ordinance of Oakland Municipal Code (Ordinance 13459 C.M.S, passed November 28, 2017) and effective immediately upon adoption. The purpose of the ordinance is to mandate and direct the City Administrator- in instances where there is no significant additional cost, to be defined in regulations, or conflict with law- to refrain from entering into new or amended contracts to purchase professional, technical, scientific or financial services, goods, construction labor and materials or other services, or supplies from businesses that enter into contracts to provide such services, goods, materials or supplies to build the U.S.-Mexico border wall;

The City of Oakland shall be prohibited from entering into any contractual agreement for the purchase of services, goods, equipment, cyber network or cloud computing, internet, or cloud-based computer technology or services with any "BORDER WALL ENTITY" individual, firm, or financial institution who provides any services, goods, equipment or information technology or cloud based technology or services, to the construction a wall along any part of the United States

- Mexico border.

All vendors seeking to do business with the City of Oakland must complete and sign “Schedule W” as a statement of compliance with Ordinance 13459 C.M.S,

12. Pending Dispute Disclosure Policy:

Contractors are required to disclose pending disputes with the City of Oakland when they are involved in submitting bids, proposals or applications for a City contract or transaction involving professional services. This includes contract amendments. Contractor agrees to disclose and has disclosed, any and all pending disputes to the City prior to the execution of this agreement. The City will provide a form for such disclosure upon Contractor’s request. Failure to disclose pending disputes prior to execution of this amendment shall be a basis for termination of this agreement.

13. City of Oakland Campaign Contribution Limits

This Agreement is subject to the City of Oakland Campaign Reform Act of Chapter 3.12 of the Oakland Municipal Code and its implementing regulations if it requires Council approval. The City of Oakland Campaign Reform Act prohibits Contractors that are doing business or seeking to do business with the City of Oakland from making campaign contributions to Oakland candidates between commencement of negotiations and either 180 days after completion of, or termination of, contract negotiations. If this Agreement requires Council approval, Contractor must sign and date an Acknowledgment of Campaign Contribution Limits Form.

14. Nuclear Free Zone Disclosure

Contractor represents, pursuant to the combined form Nuclear Free Zone Disclosure Form that Contractor is in compliance with the City of Oakland’s restrictions on doing business with service providers considered nuclear weapons makers. Prior to execution of this agreement, Contractor shall complete the combined form, attached hereto.

15. SCOPE, OWNERSHIP AND USE OF CITY DATA

a. Scope of City Data

City data [“Data”] shall consist of any and all data disclosed or provided by the City to Contractor, or collected, developed or generated by Contractor, whether pursuant or incidental to the purposes of the Agreement

b. Ownership

All Data, shall be the exclusive property of and all ownership rights therein shall vest in the City. To the extent necessary, Contractor hereby assigns to the City any and all rights which arise out of, are developed in connection with, or are the results of the services Contractor provides under the Agreement. This provision shall not apply to Data defined as Exceptions under Section 123 (c) [“Proprietary or Confidential Information”].

c. Use of City Data

Contractor avers and covenants to not use City Data for any purpose whatsoever other than to fulfill its obligations to City under the Agreement. Contractor shall fully indemnify City for any claims against City resulting from Contractor’s use of City Data in violation of this provision.

16. SECURITY OF CITY DATA

a. City Data is highly sensitive, confidential and is of paramount importance to the City because unauthorized disclosures of the Data could seriously harm City and possibly third parties. Contractor acknowledges that City, in entering into this Agreement with Contractor, is relying upon Contractor’s professional expertise, know-how, judgment, experience and its representations in its System Security Plan [Exhibit 2] that the integrity of the security, availability and processing of its System protects and preserves the confidentiality and privacy of the Data. Further, Contractor represents that, at all times, its System will maintain and ensure that the Data remains secure and does not through any of Contractor’s actions or lack of thereof become vulnerable to unauthorized access by third parties. Contractor further warrants that its System has been accredited under currently recognized industry recognized standards.

b. Notwithstanding as may be otherwise provided in this Agreement and with the exception of those instances for which City is responsible, Contractor avers and covenants to be solely responsible for restoring and correcting any corruption to City Data that occur by reason of Contractor’s actions or lack thereof, including ransomware attacks upon Contractor, and to fully indemnify City for any claims against City resulting from corruption of City Data and other injuries ensuing from, but not limited to, the herein forestated events.

17. INDEPENDENT CONTRACTOR

Rights and Responsibilities. City shall have no authority over or responsibility for employees and subcontractors of Contractor. It is expressly agreed that, in the performance of the services necessary to carry out this Agreement, Contractor shall be, and is, an independent contractor, and is not an employee of the City. Contractor has complete and sole discretion for the manner in which the Work and Services under this Agreement is performed. Contractor will determine the method, details and means of performing the Services described in the SOW.

Contractor acknowledges and agrees that (i) Contractor’s employees and subcontractors are under Contractor’s sole supervision, direction and full control. of Contractor; and, (ii) that Contractor controls the employment, direction, compensation and discharge of all persons assisting Contractor in the performance of Contractor’s services hereunder. Contractor shall be solely responsible for all matters relating to the payment of his/her employees, including compliance with social security, withholding and all other regulations governing such matters, and shall be solely responsible for Contractor's own acts and those of Contractor’s subordinates and employees.

Contractor is responsible for paying, when due, all income taxes, including estimated taxes, incurred as a result of the compensation paid by the City to Contractor for services under this Agreement. On request, Contractor will provide the City with proof of timely payment. Contractor agrees to indemnify the City for any claims, costs, losses, fees, penalties, interest or damages suffered by the City resulting from Contractor’s failure to comply with this provision.

Non-Exclusive Relationship Contractor may perform services for, and contract with, as many additional clients, persons or companies as Contractor, in his or her sole discretion, sees fit.

Cooperation of the City The City agrees to comply with all reasonable requests of Contractor necessary to the performance of Contractor’s duties under this Agreement.

Extra Work Contractor will do no extra work under this Agreement without first receiving prior written authorization from the City.

18. Sample Professional Service Agreement

This Agreement is subject to the attached Sample Professional Service Agreement.

19. Insurance Requirements The Contractor will be required to provide proof of all insurance required for the work prior to execution of the contract, including copies of the Contractor’s insurance policies if and when requested. Failure to provide the insurance proof requested or failure to do so in a timely manner shall constitute grounds for rescission of the contract award.

The Contractor shall name the City of Oakland, its Council members, directors, officers, agents, employees and volunteers as additional insured in its Comprehensive Commercial General Liability and Automobile Liability policies. If Contractor submits the ACORD Insurance Certificate, the additional insured endorsement must be set forth on a CG20 10 11 85 form and/or CA 20 48 - Designated Insured Form (for business auto insurance).

Please Note: A statement of additional insured endorsement on the ACORD insurance certificate is insufficient and will be rejected as proof of the additional insured requirement.

Unless a written waiver is obtained from the City’s Risk Manager, Contractors must provide the insurance as found at https://www.oaklandca.gov/documents/contracts-and-compliance-forms-and-schedules (Schedule Q). A copy of the requirements is attached and incorporated herein by reference. Liability insurance shall be provided in accordance with the requirements specified.

When providing the insurance, include the Project Name and Project Number on the ACORD form in the section marked Description of Operations/Locations.

When providing the insurance, the “Certificate Holder” should be listed as:

City of Oakland, Finance Department, 150 Frank H. Ogawa Plaza, Suite 6213, Oakland, CA 94612.

20. City Contractor Performance Evaluation At the end of the project, the Project Manager will evaluate the Contractor’s Performance in accordance with the City Contractor Performance Evaluation program.

21. Violation Of Federal, State, City/Agency Laws, Programs Or Policies:

The City or Agency may, in their sole discretion, consider violations of any programs and policies described or referenced in this Request for Proposal, a material breach and may take enforcement action provided under the law, programs or policies, and/or terminate the contract, debar contractors from further contracts with City and Agency and/or take any other action or invoke any other remedy available under law or equity.

22. Contractor’s Qualifications

Contractor represents that Contractor has the qualifications and skills necessary to perform the services under this Agreement in a competent and professional manner without the advice or direction of the City.

Contractor’s services will be performed in accordance with the generally accepted principles and practices applicable to Contractor’s trade or profession. The Contractor warrants that the Contractor, and the Contractor’s employees and sub-contractors are properly licensed, registered, and/or certified as may be required under any applicable federal, state, and local laws, statutes, ordinances, rules, and regulations relating to Contractor’s performance of the Services. All Services provided pursuant to this Agreement shall comply with all applicable laws and regulations.

Contractor will promptly advise City of any change in the applicable laws, regulations, or other conditions that may affect City’s program. This means Contractor is able to fulfill the requirements of this Agreement. Failure to perform all of the services required under this Agreement will constitute a material breach of the Agreement and may be cause for termination of the Agreement. Contractor has complete and sole discretion for the manner in which the work under this Agreement is performed. Prior to the execution of this agreement, Contractor shall complete the Independent Contractor Questionnaire, Part A, attached hereto.

23. All responses to the RFP become the property of the City.

24. The RFP does not commit the City to award a contract or to pay any cost incurred in the preparation of the proposal.

25. The City reserves the sole right to evaluate each proposal and to accept or reject any or all proposals received as a result of the RFP process.

26. The City reserves the unqualified right to modify, suspend, or terminate at its sole discretion any and all aspects of the RFP and/or RFP process, to obtain further information from any and all Contractor teams and to waive any defects as to form or content of the RFP or any responses by any contractor teams

27. The City may require a service provider to participate in negotiations and submit technical information or other revisions to the service provider’s qualifications as may result from negotiations.

28. All documents and information submitted to the City of Oakland in response to an RFP are public records pursuant to California Government Code, Sections 6254, et seq. and City of Oakland Sunshine Ordinance, Oakland Municipal Code Chapter 2.20. The City shall disclose such documents and information upon request by any member of the public, absent a mandatory duty to withhold or a discretionary exemption that the City may choose to exercise. The City shall not in any way be liable or responsible for any disclosures of documents or information made pursuant to a request under the Public Records Act or the City of Oakland Sunshine Ordinance.

29. The Fair Political Practices Act and/or California Government Code Section

1090, among other statutes and regulations may prohibit the City from contracting with a service provider if the service provider or an employee, officer or director of the service providers’ firm, or any immediate family of the preceding, or any sub-contractor or contractor of the service provider, is serving as a public official, elected official, employee, board or commission member of the City who will award or influence the awarding of the contract or otherwise participate in the making of the contract. The making of a contract includes actions that are preliminary or preparatory to the selection of a contractor such as, but not limited to, involvement in the reasoning, planning and/or drafting of solicitations for bids and RFPs, feasibility studies, master plans or preliminary discussions or negotiations.

B. SUBMITTAL REQUIREMENTS

Submit Proposals electronically to iSupplier: Please log on to iSupplier to submit your proposal before the 2:00 P.M. deadline. Questions regarding online submittal through iSupplier must be directed to isupplier@oaklandca.gov with the heading of “RFP Assistance” or refer to the iSupplier userguide at https://www.youtube.com/watch?v=DMLb2hFLd0Y

All proposals must include the project name, submittal date, and time the proposals are due on the documents.

C. REQUIRED PROPOSAL ELEMENTS AND FORMAT

1. Transmittal Letter

a. For the transmittal letter, only. Addressed to Antonio Lawson, Interim Executive Director, 250 Frank Ogawa Plaza, Suite 6302, Oakland, California, 94612. (Please do not submit proposals to this address or forward proposals to this address.)

b. Signed by an officer of the consultant. In case of a joint venture or other joint-prime relationship, an officer of each venture partner shall sign.

2. Project Team https://www.youtube.com/watch?v=DMLb2hFLd0Y

a. In response to this RFP, the prime contractor shall be a qualified consulting firm. For LBEs/SLBEs, submit a copy of the current business license and date established in Oakland.

b. Sub-Consultants (if used): list addresses, telephone numbers, and areas of expertise of each. Briefly describe the project responsibility of each team member. Identify which contractors are MBE, WBE, Local Business Enterprises (LBE), and Small Local Business Enterprise (SLBE). Additionally, for LBEs/SLBEs, submit a copy of the current business license and date established in Oakland.

3. Project Personnel

a. Prime(s): Provide a detailed resume of the proposed principal-in-charge, lead person and the project manager(s). The Project Manager(s) shall be a full-time employee of the prime(s). Clearly identify experience.

b. Sub- Consultants: Provide a detailed resume of the proposed project manager, who shall be a full-time employee of each sub-contractor for this project. Clearly identify relevant experience.

He/she shall be a professional currently licensed in the State of California.

4. References

a. Prime Consultant(s): Three business related references, giving name, company, address, telephone number and business relationship.

b. Proposed Project Manager(s): Two business related references, giving name, company, address, telephone number and business relationship to project manager.

5. Submittals are validated using the following RFP Checklist.

a Schedules (Required with submission)

1. Schedule E - Project Consultant Team

2. Schedule I – Sanctuary City Contracting and

Investment Ordinance

3. Schedule O - Campaign Contribution Limits

4. Schedule W – Border Wall Prohibition

5. Schedule N – Living Wage – Declaration of Compliance

6. Other schedules must be submitted prior to full contract execution and are available at https://www.oaklandca.gov/documents/contracts-and-compliance-forms-and-schedules

7. Addenda - Proposal and Acknowledgment of all Addenda – if issued, please provide signed addenda and submit with proposal.

8. Proprietary Information: All responses to the RFP become the property of the City. To withhold financial and proprietary information, please label each page as "confidential" or "proprietary".

9. Public Records Act or Sunshine Ordinance: Although a document may be labeled "confidential" or "proprietary", information is still subject to disclosure under the Public Records Act or Sunshine Ordinance, and is, at the City's discretion, based on the potential impact of the public’s interests whether to disclose "confidential" or "proprietary" information.

D. REJECTION OF PROPOSAL ELEMENTS

The City reserves the right to reject any or all proposals, whether minimum qualifications are met, and to modify, postpone, or cancel this RFP without liability, obligation, or commitment to any party, firm, or organization. The City reserves the right to request and obtain additional information from any candidate submitting a proposal.