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HomeMy WebLinkAboutC-5036 - PSA for Document Solutions and TrainingAMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT WITH LAURA LEADER DBA LAW OFFICE SOLUTION FOR U DOCUMENT SOLUTIONS AND TRAINING THIS AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into as of this 22nd day of December, 2014, by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and LAURA LEADER, a California sole proprietor doing business as ("DBA") LAW OFFICE SOLUTION ("Consultant'), whose address is P.O. Box: 721374, San Diego, California 92129, and is made with reference to the following: RECITALS A. On January 12, 2012, City and Consultant entered into a Professional Services Agreement ("Agreement") to advise and assist the City with document automation solutions and application training needs ("Project"). B. City desires to enter into this Amendment No. One to extend the term of the Agreement to December 31, 2016 and to increase the total compensation. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM Section 1 of the Agreement is amended in its entirety and replaced with the following: "The term of this Agreement shall commence on January 1, 2012, and shall terminate on December 31, 2016, unless terminated earlier as set forth herein." 2. COMPENSATION TO CONSULTANT Section 4.1 of the Agreement is amended in its entirety and replaced with the following: "City shall pay Consultant for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Proposal included within Exhibit A. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Fifty Thousand Dollars and 00/100 ($50,000.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City." The total amended compensation reflects Consultant's additional compensation for Services to be performed in accordance with the original Agreement, including all reimbursable items and subconsultant fees, in an amount not to exceed Twenty Thousand Dollars and 001100 ($20,000.00). LAURA LEADER DBA LAW OFFICE SOLUTION Page 1 3. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] LAURA LEADER DBA LAW OFFICE SOLUTION Page 2 IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORf EY/'S OFFICE Date: /Z- /'e 'eh'i in Michael %rres UkM `L Assistant City Attorney ATTEST: Date: CITY OF NEWPORT BEACH, a California municipal corporation Date: 1 w � / By:" l.- AarAnHarp City Attorney CONSULTANT: LAURA LEADER, a California sole proprietor doing business as ("DBA") LAW OFFICE SOLUTION Date: By: AhA, A K i-aLeilani I. Brown LeadeCity Clerk ole Proprietor LI FO R",. [END OF SIGNATURES] LAURA LEADER DBA LAW OFFICE SOLUTION Page 3 PROFESSIONAL SERVICES AGREEMENT WITH LAURA LEADER DBA LAW OFFICE SOLUTION FOR DOCUMENT SOLUTIONS AND TRAINING THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement') is made and entered into as of this 17,Kday of January, 2012 ("Effective Date') by and between the CITY OF NEWPORT BEACH, a California Municipal Corporation ("City"), and LAURA LEADER DBA LAW OFFICE SOLUTION, a sole proprietor ("Consultant'), whose address is P.O. Box 721374San Diego, CA 92129 and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City desires to engage Consultant to advise and assist the City with document automation solutions and application training needs. (`Project'). C. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement. D. The principal member of Consultant for purposes of Project shall be Laura Leader. E. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: TERM The term of this Agreement shall commence on the Effective Date, and shall terminate on July 1, 2012 unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED City and Consultant acknowledge that the above Recitals are true and correct and are hereby incorporated by reference. Consultant shall diligently perform all the Services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). The City may elect to delete certain tasks of the Scope of Services at its sole discretion. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and Consultant shall perform the Services to completion in a diligent and timely manner. The failure by Consultant to perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.1.1 Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice to the other party so that all delays can be addressed. 3.2 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator (as defined in Section 6 below) not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Consultant's control. 3.3 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by telephone, fax, hand -delivery or mail. 4. COMPENSATION TO CONSULTANT 4.1 City shall pay Consultant for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Proposal included within Exhibit A. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Thirty Thousand Dollars and 00/100 ($30,000.00) without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.2 City shall reimburse Consultant only for those costs or expenses specifically identified in Exhibit A to this Agreement, or specifically approved in writing in advance by City. 4.3 Consultant shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates as set forth in Exhibit A. 5. PROJECT MANAGER 5.1 Consultant shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Consultant has designated Laura Leader to be its Project Manager. Consultant shall not remove or reassign the Project Manager or any Laura Leader DBA Law Office Solution Page 2 personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. 5.2 Consultant, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. Consultant warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 5.3 If Consultant is performing inspection services for City, the Project Manager and any other assigned staff shall be equipped with a cellular phone to communicate with City staff. Consultant's cellular phone number shall be provided to City. 6. ADMINISTRATION This Agreement will be administered by the City Attorney's Office. Aaron C. Harp, City Attorney or his designee, shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator or his authorized representative shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES To assist Consultant in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Consultant, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Consultant's Work schedule. 8. STANDARD OF CARE 8.1 All of the Services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with the highest professional standards. For purposes of this Agreement, the phrase "highest professional standards' shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. 8.2 All Services shall be performed by qualified and experienced personnel who are not employed by City, nor have any contractual relationship with City. By delivery of completed Work, Consultant certifies that the Work conforms to the requirements of this Agreement; all applicable federal, state and local laws; and the professional standard of care. 8.3 Consultant represents and warrants to City that it has, shall obtain, and shall keep in full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. Laura Leader DBA Law Office Solution Page 3 8.4 Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, acts of God, or the failure of City to furnish timely information or to approve or disapprove Consultant's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. HOLD HARMLESS 9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents and employees (collectively, the "Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, any Work performed or Services provided under this Agreement including, without limitation, defects in workmanship or materials or Consultant's presence or activities conducted on the Project (including the negligent and/or willful acts, errors and/or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them). 9.2 Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. 10. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the Work are under the control of Consultant, except to the extent they re limited by statute, rule or regulation and the expressed terms of this Agreement. No civil service status or other right of employment shall accrue to Contractor or its employees. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over the means of performing the Work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of the performance or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the Services. Laura Leader DBA Law Office Solution Page 4 11. COOPERATION Consultant agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Work to be performed. City agrees to cooperate with the Consultant on the Project. 12. CITY POLICY Consultant shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. iE� uile3 T*s9 Consultant is responsible for keeping the Project Administrator and/or his/her duly authorized designee informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE 14.1 Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. 14.2 Proof of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. 14.2.1 Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Work hereunder by Consultant, his agents, representatives, employees or subcontractors. The cost of such insurance shall be included in Consultant's bid. 14.3 Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 14.4 Coverage Requirements Laura Leader DBA Law Office Solution Page 5 14.4.1 Workers' Compensation Coverage. Consultant shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least one million dollars ($1,000,000)) for Consultant's employees in accordance with the laws of the State of California, Section 3700 of the Labor Code In addition, Consultant shall require each subconsultant to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California, Section 3700 for all of the subcontractor's employees. 14.4.1.1 Any notice of cancellation or non -renewal of all Workers' Compensation policies must be received by City at least thirty (30) calendar days (ten (10) calendar days written notice of non-payment of premium) prior to such change. 14.4.1.2 Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers. 14.5 General Liability Coverage. Consultant shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability. 14.6 Automobile Liability Coverage. Consultant shall maintain automobile insurance covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit for each accident. 14.7 Other Insurance Provisions or Requirements. 14.7.1 The policies are to contain, or be endorsed to contain, the following provisions: 14.7.2 Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subcontractors. 14.7.3 Enforcement of Agreement Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. 14.7.4 Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any Laura Leader DBA Law Office Solution Page 6 insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. 14.7.5 Notice of Cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with thirty (30) days notice of cancellation (except for nonpayment for which ten (10) days notice is required) or nonrenewal of coverage for each required coverage. 14.7.6 Timely Notice of Claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement. 14.7.7 Additional Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint -venture or syndicate or cotenancy, which shall result in changing the control of Consultant. Control means fifty percent (50%) or more of the voting power, or twenty-five percent (25%) or more of the assets of the corporation, partnership or joint - venture. 16. SUBCONTRACTING City and Consultant agree that subcontractors may be used to complete the Work outlined in the Scope of Services. The subcontractors authorized by City, if any, to perform Work on this Project are identified in Exhibit A. Consultant shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. The City is an intended beneficiary of any Work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and the City. Except as specifically authorized herein, the Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 17.OWNERSHIP OF DOCUMENTS 17.1 Each and every report, draft, map, record, plan, document and other writing produced (hereinafter "Documents"), prepared or caused to be prepared by Consultant, its officers, employees, agents and subcontractors, in the course of Laura Leader DBA Law Office Solution Page 7 implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Consultant shall, at Consultant's expense, provide such Documents to City upon prior written request. 17.2 Documents, including drawings and specifications, prepared by Consultant pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written authorization from Consultant will be at City's sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Consultant's deliverables under this Agreement by City or persons other than Consultant is waived against Consultant and City assumes full responsibility for such changes unless City has given Consultant prior notice and has received from Consultant written consent for such changes. 18. COMPUTER DELIVERABLES All written documents shall be transmitted to City as specified in Exhibit A. 19. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City authorizes in writing the release of information. 20. INTELLECTUAL PROPERTY INDEMNITY The Consultant shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in Consultant's drawings and specifications provided under this Agreement. Consultant shall keep records and invoices in connection with the Services to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Consultant shall allow inspection of all Work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. Laura Leader DBA Law Office Solution Page 8 22. WITHHOLDINGS City may withhold payment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue Work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or his/her designee with respect to such disputed sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 23. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which result in expense to City greater than what would have resulted if there were not errors or omissions in the Work accomplished by Consultant, the additional design, construction and/or restoration expense shall be borne by Consultant. Nothing in this paragraph is intended to limit City's rights under the law or any other sections of this Agreement. 24. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 25. CONFLICTS OF INTEREST 25.1 The Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 25.2 If subject to the Act, Consultant shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Consultant shall indemnify and hold harmless City for any and all claims for damages resulting from Consultant's violation of this Section. 26. NOTICES 26.1 All notices, demands, requests or approvals to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first-class mail, addressed as hereinafter provided. All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Laura Leader DBA Law Office Solution Page 9 Attn: Aaron C. Harp City Attorney's Office City of Newport Beach 3300 Newport Boulevard PO Box 1768 Newport Beach, CA 92658 Phone: 949-644-3131 26.2 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Attn: Laura Leader Laura Leader DBA Law Office Solution P.O Box 721374 San Diego, CA 92129 Phone: 619-365-5402 27. CLAIMS Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Consultant shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Consultant's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement except those previously made in writing and identified by Consultant in writing as unsettled at the time of its final request for payment. The Consultant and the City expressly agree that in addition to any claims filing requirements set forth in the Agreement, the Consultant shall be required to file any claim the Consultant may have against the City in strict conformance with the Tort Claims Act (Government Code sections 900 et seq.). 28. TERMINATION 28.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non -defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 28.2 Notwithstanding the above provisions, City shall have the right, at its sole discretion and without cause, of terminating this Agreement at any time by giving seven (7) calendar days prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for Services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all Laura Leader DBA Law Office Solution Page 10 reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 29. STANDARD PROVISIONS 29.1 Compliance with all Laws. Consultant shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Consultant shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 29.2 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 29.3 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 29.4 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 29.5 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 29.6 Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. 29.7 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 29.8 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, state of California. 29.9 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, age or any other impermissible basis under law. Laura Leader DBA Law Office Solution Page 11 29.10 No Attorney's Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorney's fees. 29.11 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. [SIGNATURES ON NEXT PAGE] Laura Leader DBA Law Office Solution Page 12 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: By: 4 C Aaron C. Harp City Attorney ATTEST: Date: CITY OF NEWPORT BEACH, A California municipal corporation Date: By: 14 ( ff"�'- Aaron C. Harp City Attorney CONSULTANT: LAURA LEADER DBA LAW OFFICE SOLUTION, a sole proprietor Date: 1/10/2012 mai a Leader SOle Proprietor IIGNATURES] Attachments: Exhibit A — Scope of Services/ Proposal C:\usersklaura\dropbox\los\dropbox\swt\clients\city of newport beach\contracts\laura leader psa with proposal.docx Laura Leader DBA Law Office Solution Page 13 EXHIBIT A SCOPE OF SERVICES PROPOSAL PROJECT PROPOSAL Prepared by: Laura Leader Law Office Solution (LOS) Laura@ LawOffi ceSol ution. com 619.365.5402 Prepared for: Mr. Aaron Harp City of Newport Beach (Newport Beach) 3300 Newport Blvd. Newport Beach, CA 92658 Project Title: Timeframe: Current Estimate: Date Submitted: Form Development Ongoing $15,000 — $30,000 January 5, 2012 TABLE OF (CONTENTS. SITUATION SUMMARY The City of Newport Beach uses MS Word 2007 to create legal documents. They use many contracts and forms repetitively. Creating contracts and completing forms accurately is time consuming, formatting many of the documents is frustrating, and the results are inconsistent from one person to another. Significant time is wasted duplicating work to create common documents for new projects. RECOMMENDATION LOS recommends a set of Word 2007 templates that include software which automates the steps to create and complete common contracts, forms, and processes. This will Laura Leader DBA Law Office Solution Page 14 Paqe ProjectProposal............................................................................................................ 14 SituationSummary ........................................................................................................ 14 Recommendation.......................................................................................................... 14 Questions...................................................................................................................... 15 Statementof Work......................................................................................................... 15 Termsand Conditions................................................................................................... 15 SITUATION SUMMARY The City of Newport Beach uses MS Word 2007 to create legal documents. They use many contracts and forms repetitively. Creating contracts and completing forms accurately is time consuming, formatting many of the documents is frustrating, and the results are inconsistent from one person to another. Significant time is wasted duplicating work to create common documents for new projects. RECOMMENDATION LOS recommends a set of Word 2007 templates that include software which automates the steps to create and complete common contracts, forms, and processes. This will Laura Leader DBA Law Office Solution Page 14 make formatting predictable and easy to apply plus save time by eliminating repetitive tasks. It will also increase document consistency. QUESTIONS LOS does not have any questions for the City of Newport Beach at this time. STATEMENT OF WORK LOS will analyze the current documents and workflow and develop forms and templates that will make it easy to create, complete, and format common documents. The project will be done on an hourly basis as it is expected to evolve as new features are implemented. Laura Leader from LOS with work with Aaron Harp and Kristy Askling from Newport Beach to determine which software options and features will best streamline the Newport Beach document creation workflow. TERMS AND CONDITIONS The terms and conditions of the proposal are effective through July 1, 2012. Acceptance after that date may necessitate increased fees or altered conditions. PROGRAMMING AND `LONSULTING (FEES The below list describes LOS's standard rates and fees. All work proposed herein is covered under Template Development and Ongoing Support/Help Desk. Once this project is initiated by Newport Beach, any future web meetings, phone, and e- mail consultations wherein LOS provides assistance with MS Word or other software applications are considered ongoing support and will be billed at the current hourly rate. TEMPLATE DEVELOPMENT Custom development is done at a rate of $150 per hour. ONGOING SUPPORT/HELP DESK The current hourly rate for "as needed" phone, email, and web support is $150 per hour billed in 6 minute increments. The guaranteed response time is 48 hours but the average response time is 30 minutes. The average support request lasts 15 to 20 minutes. WEB BASED TRAININ1G The standard LOS billing practice for training webinars arranged specifically for your organization is $150 per hour for the first computer connection, $50 per hour for each additional connection. (Typically only one connection is necessary and participants view a screen and listen by speaker phone.) Laura Leader DBA Law Office Solution Page 15 This proposal offers to discount this service for Newport Beach to be a flat rate of $150 per hour for up to 5 connections at a time. ON SITE TRAINING The price for on-site training is based on full-day and half-day rates. The current full day rate is $1,250. The current half-day rate is $750. A training session is approximately three -hours of training plus whatever prep/setup/ wrap up time is necessary. The full day rate applies when two sessions are taught in one day. The half day rate applies when just one session is taught in a day. It also applies to any evening or weekend sessions regardless of quantity taught in one day. The half-day rate is approximately 60% of the full day rate. As an example, a day that includes two training sessions from 9:00 am to 12:00 pm and 1:00 pm to 4:00 pm, followed by an evening class from 5:00 pm to 8:00 pm would be billed as one full day ($1,250) plus one half day session ($750). The price for sessions scheduled to be longer than three -hours is calculated by multiplying the effective hourly rate by the number of hours in the session. For example a daily rate of $1,250 for two three-hour session is 1,250 divided by 6 hours = 208.33 per hour. So two four-hour sessions in one day would be 208 x 8 = 1,664. FLOOR SUPPORT The current daily rate for Floor Support is $1,250 per day. Floor support is typically provided from 8:30 to 5:30 with a one hour lunch break. OTHER WORK PERFORMED ON SITE Work performed at the Newport Beach City Attorney's office, such as programming that needs to be done on site, will be billed at the same daily rates as training. (A half-day of onsite work is four hours whereas a training half-day is one three-hour session.) P YME6NT — ---� DEVELOPMENT LOS will bill bi-weekly for the hours used invoice. TRdIWING Payment is due 30 days from the date of A 50% deposit is required to secure training dates. LOS will submit an invoice for the balance within one week following any training. Balances are due within 30 days of receipt of invoice. Laura Leader DBA Law Office Solution Page 16 CANCELLATION - PROGRAMMING In the event of cancellation of a work already requested by Newport Beach, Newport Beach will pay for work already completed at the current LOS hourly billing rate. TRAINING Newport Beach will reimburse LOS in full for any training classes they cancel or reschedule with less than five business days notice. (SOR-WARE COPYRIGHT LOS retains the copyright on all work product they produce. LOS is, and will remain, owner of all documentation and source code used to develop software and templates for Newport Beach. Newport Beach may not access or modify the Visual Basic for Applications (VBA) source code. Newport Beach may not sell or derive a profit from LOS's work product. MODIFICATIONS Newport Beach may modify layout and formatting of the document templates and change the contents in the database associated with the templates. If a template or macro stops working after Newport Beach has modified the template formatting or layout, LOS will charge for the time required to repair it. SYSTEM REQUIREMENTS AND SPECIFICATIONS Software will be developed for and be compatible with the following systems: MS Office 32 bit version. A 64 bit processor is supported but the 64 bit version of MS Office is not. Make sure you are installing the 32 bit version of MS Office. (The 32 bit version is the default version.) Windows 7 operating system. • MS Word and MS Outlook 2007, upgradeable to 2010. Development will be done for MS Office 2007, but software will be tested for compatibility with MS Office 2010 on LOS computers. When Newport Beach upgrades to Office 2010 the software should continue to work unless there is a conflict created by software or settings unique to their system. • Development may include an MS Access database to store information for the templates such as personnel names, email addresses, and bar numbers. MS Access is not required to be installed on a computer for the software to function, however MS Access is necessary on a computer for Newport Beach to modify the database contents in house. • Template dialog boxes will be designed for screen resolution of 1024 x 768 or higher. Dialog boxes may not fit completely on systems using a lower resolution. Laura Leader DBA Law Office Solution Page 17 SYSTEM CONSISTENCY LOS will ensure that any MS Word templates or software they develop for Newport Beach function properly on one firm computer (provided by Newport Beach) that is configured with the firm's standard setup. Due to potential system variations, LOS cannot guarantee the templates and macros will function on additional computers, nor that it will continue to function on the original computer if changes are made to that computer after the templates and macros are installed. If Newport Beach has issues with the templates and macros on a computer other than the test station provided, LOS will do everything possible to get the software to work on the additional computer. This troubleshooting will be billed at the current LOS help desk rate. BACKUP PROGRAMMER Upon acceptance of this proposal by Newport Beach, LOS will provide Newport Beach with contact information for an alternate company with a programmer who is authorized to access and modify the VBA code and modify features used in the templates should LOS become unable to provide a programmer to make modifications. Laura Leader DBA Law Office Solution Page 18