HomeMy WebLinkAbout25H - LEGAL CASE MANAGEMENT
REQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
CLERK OF COUNCIL USE ONLY:
APRIL 7, 2008
TITLE:
Q~7(2~
CITY MANAGER
APPROVED
D As Recommended
o As Amended
o Ordinance on 15t Reading
D Ordinance on 2nd Reading
o Implementing Resolution
D Set Public Hearing For
LEGAL CASE MANAGEMENT
SYSTEM AGREEMENT WITH
THOMSON ELITE
CONTINUED TO
FILE NUMBER
RECOMMENDED ACTION
Authorize the City Manager and Clerk of the Council to execute the
attached agreement with Thomson Elite for legal case management software
and maintenance in an amount not to exceed $50,000 subject to non-
substantive changes approved by the City Manager and City Attorney.
DISCUSSION
The City Attorney's Office currently provides all legal services for the
City including litigation, advisory, and municipal code prosecution. The
Attorney's Office is in need of a new specialized program to track and
monitor lawsuits, manage and track request for legal services, provide a
file management structure, and provide a central bank of information for
the City Attorney and their work product. One of the fundamental needs
is for a system that supports the unique public sector law practiced and
technological advancements that the legal environment requires. The
current software system is approximately 10 years old and is failing to
meet the technological needs.
The City Attorney's Office evaluated legal software systems from five
legal software vendors. After reviewing the systems through
demonstrations and trials, contacting current users, and comparing system
capabilities, only one closely matched the necessary requirements.
ProLaw Front Office by Thompson Elite was found to be the most effective
system while also being cost effective.
25H-1
Legal Case Management
Agreement with Thomson Elite
April 7, 2008
Page 2
ProLaw is designed specifically for use in a government law office and
organizes many legal tools in one centralized area on a computer desktop.
Attorneys can see client and opposing counsel information, calendars,
pleadings, discovery, and time-entry information. The system allows the
user to analyze matters, dockets, and more. In addition, ProLaw is more
cost effective to maintain than the current system and will provide the
City Attorney's Office with a cost savings of 30% in case management
maintenance annually. ProLaw is flexible and integrates with all of the
most popular products in legal technology including Microsoft Word,
Outlook, document management programs, and legal calendaring systems.
Years of continued development and enhancement have resulted in ProLaw
systems that uniquely address public agency needs and priorities. The
agreement will provide for custom installation, on-site training, support
and enhancements for all installed systems. The use of ProLaw is expected
to improve the efficiency of the City Attorney's Office and improve the
responsiveness to inquiries by claimants, departments and City Council.
FISCAL IMPACT
Funds are budgeted and available in the City Attorney's Other Contractual
Services account (no. 11-031-6291) and Software account (no. 11-031-
6661) .
APPROVED AS TO FUNDS AND ACCOUNTS:
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25H-2
THOMSON
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ELITE
Customer Agreement
This CUSTOMER AGREEMENT (the "Agreement") is entered into between the City of Santa Ana, a charter city and municipal corporation organized and
existing under the Constitution and laws of the State of California with a place of business at 20 Civic Center Plaza (M-29), P.O. Box 1988, Santa Ana, CA 92702
("Customer'), and Thomson Elite, a division of West Publishing Corporation ("Thomson Elite"), this 7th day of April, 2008 (the "Effective Date"). The attached
Addenda and Exhibits are incorporated into this Agreement as if fully set forth herein.
1. Software License
1.1. Grant. Upon the payment of the license fees set forth
herein, Thomson Elite grants Customer a non-exclusive, non-
transferable, limited license to use, and to allow its partners,
shareholders, members and employees to use, the software listed in
Exhibit A hereto, in object code only (the "Licensed Software') for the
number of Seats identified in Exhibit A. In the event Customer elects
to license Westlaw Legal Calendaring Rules from Thomson Elite
hereunder, Thomson Elite further grants to Customer a non-
exclusive, non-transferable, limited license to use, and to allow its
partners, shareholders, members and employees to use, on a year-
to-year basis (an "Annual Subscription") beginning on Installation (as
defined in Section 7.1 of the Statement of Work), the Westlaw Legal
Calendaring Rules set forth in Exhibit A (the "Westlaw Legal
Calendaring Rules"), contingent upon the payment of the Annual
Subscription Fee set forth in Exhibit A, which fee Thomson Elite may
increase for subsequent years upon written notice, for the number of
Seats identified in Exhibit A. Such Annual Subscription shall
automatically renew for successive one year terms, unless
terminated by either party by giving the other party sixty (60) days
written notice prior to the end of the existing term. The Licensed
Software and the Westlaw Legal Calendaring Rules, if licensed
hereunder, are hereinafter collectively referred to as the "Software.'
Any Software User Manuals, modifications or alterations to the
Software or other related materials provided hereunder shall be
deemed incorporated into the Software for the purposes of the
provisions of this Agreement regarding license, restrictions on use,
confidentiality and infringement indemnification. A "Seat' is defined
as an active log-in to the Software. Access to the Software may be
made from any workstation connected to the network, including
remote workstations, and such Seat license may have more than one
copy to allow flexible use from different workstations.
1.2, Copying. Customer may make copies of the Software for
backup purposes only. Each copy made by Customer must include
the copyrighUproprietary rights notice(s) embedded in and affixed to
the Software.
1.3. Other Restrictions. Customer may not loan, lease,
distribute or transfer the Software or copies thereof to third parties,
nor reverse engineer, decompile, disassemble or otherwise attempt
to discern the source code of the components of the Software.
Customer may not use the Software, nor allow the Software to be
used, to provide data management or processing services for third
parties. Customer is limited to the number of Seats set forth in
Exhibit A. Customer may not reproduce all or any portion of the
Software (except as expressly permitted in this Agreement), or
modify, translate or otherwise create derivative works of the
Software. Customer agrees to notify its employees and agents who
may have access to the Software of the restrictions contained in this
Agreement and to ensure their compliance with these restrictions.
2. Other Licenses. The Software may be used to access and
use various West Publishing Corporation products and services,
including Westlaw ("West Services'). All access to and use of such
Ver. 7 Feb 2008
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West Services by means of the Software, including any charges for
such access and use, will be governed by the terms of the applicable
West Publishing Corporation user agreement.
3. Title. Customer hereby acknowledges and agrees that all right,
title and interest in and to the Software, the Software User Manual
and any other related materials, including without limitation any
copies, modifications, alterations or derivative works thereof, and any
existing or future copyrights, trade secrets and other proprietary
rights embodied therein, are or shall be, and shall remain, vested
solely in Thomson Elite, and Customer shall not hold itself out as
having any ownership or other rights with respect thereto, except as
specifically granted hereunder. Except as expressly permitted
herein, Customer covenants and agrees that it shall make no use of
the Software, the Software User Manual or any other related
materials without Thomson Elite's prior written consent.
4. Fees and Expenses.
4.1 Fees payable by Customer will consist of license fees for
the Licensed Software ("License Fees"), the Annual Subscription Fee
for the Westlaw Legal Calendaring Rules, if any, fees for Services
("Services Fees') and the Annual Maintenance Charge.
4,2 License Fees and Annual Subscription Fees. The
License Fees and Annual Subscription Fee, if any, for the first year
are set out in Exhibit A and shall be payable in accordance with
Exhibit A. For subsequent terms, the Annual Subscription Fee, if
any, shall be payable annually in advance. Thomson Elite reserves
the right to increase the Annual Subscription Fee for subsequent
terms and shall give Customer advance notice of such increases.
The License Fees and the Annual Subscription Fee, if any, set forth
in Exhibit A were based upon the number of professionals set forth in
Exhibit A. If the Customer's number of professionalS increases
above the limit set forth in Exhibit A, Customer will be required to pay
additional License Fees and an increased Annual Subscription Fee, if
applicable, to use the Software.
4.3 Services Fees. The implementation, consulting, training,
conversion, enhancement and other services to be provided to
Customer by Thomson Elite hereunder are set forth in Exhibit A or
any applicable amendment thereto (collectively, the "Services').
Such Services shall be provided in accordance with the Services
Addendum attached hereto as Exhibit B. The Services Fees are set
out and shall be payable in accordance with Exhibit A or any
applicable amendment thereto.
4.4 Maintenance Charges. Thomson Elite will provide
maintenance and support services for the Licensed Software in
accordance with the Maintenance Addendum set out in Exhibit C
hereto ("Maintenance Services"), for the Annual Maintenance
Charge. Maintenance Services for the Westlaw Legal Calendaring
Rules are included in the Annual Subscription Fee and shall be
provided in accordance with the Maintenance Addendum.
Maintenance Services for the Software shall commence upon
Installation (as defined in Section 6.1 of the Statement of Work). The
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THOMSON
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Annual Maintenance Charge for Maintenance Services in respect of
the Licensed Software for the first year is set forth in Exhibit A and
shall be payable as set forth in Exhibit A. Maintenance Services for
the Licensed Software shall automatically renew for successive one
year terms, unless terminated by either party by giving the other
party thirty (30) days written notice prior to the end of the existing
term. For subsequent terms the Annual Maintenance Charge shall
be payable annually in advance. Thomson Elite reserves the right to
increase the Annual Maintenance Charge for subsequent terms and
shall give Customer advance notice of such increases.
4.5 Taxes, Thomson Elite fees are exclusive of sales, use, ad
valorem, personal property and other taxes, which are the sole
responsibility of Customer.
4.6 Expenses. All reimbursable costs consisting of but not
limited to reasonable travel, accommodation and related incidental
expenses incurred in providing the Services are the responsibility of
Customer and shall be payable upon receipt of invoice from
Thomson Elite.
4.7 Invoices and Payment. Customer will pay all invoices in
full within 30 days from the date of invoice, subject to City accounting
procedures. If full payment is not made, Customer may be charged
up to the maximum legal interest on any unpaid balance. Thomson
Elite may withhold and/or delay delivery of software or services,
including without limitation Maintenance Services, if Customer fails to
comply with this Section 4.
Invoices are to be addressed to:
Indhira Gagnon
City Attorney Office
City of Santa Ana
20 Civic Center Plaza (M-29)
P,O. Box 1988
Santa Ana, CA 92702
5. Confidential Information.
5.1 Thomson Elite acknowledges in the course of providing
services at Customer's site(s) that Thomson Elite may have access
to Customer's client list, information belonging to or pertaining to
Customer's clients, Customer's billing information and practices and
financial records that constitute Customer's confidential information
("Customer Confidential Information'). Thomson Elite will take
reasonable steps to ensure that the Customer Confidential
Information is not used or disclosed except as expressly permitted by
this Agreement. Thomson Elite will not permit any third party access
to, in any manner, the Customer Confidential Information, except as
provided in this Agreement. Customer Confidential Information shall
not include information that consists of ideas, concepts, know-how or
techniques relating to the enhancement, customization, Installation or
implementation of the Software.
5.2 Customer acknowledges and agrees that the Software
constitutes a valuable proprietary product of Thomson Elite and that
the Software, together with the terms of this Agreement, shall be
referred to as the "Thomson Elite Confidential Information."
Ver. 7 Feb 2008
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Customer will take reasonable steps to ensure that the Thomson
Elite Confidential Information is not used or disclosed except as
expressly permitted by this Agreement. Customer will not permit any
third party access to, in any manner, the Thomson Elite Confidential
Information, except as provided in this Agreement.
6. WARRANTIES, REMEDIES AND LIMITATION OF
LIABILITY.
6.1 Warranty, Thomson Elite warrants that for the period
ending ninety (90) days after Live Operation (the "Warranty Period")
the Licensed Software will substantially conform to the Software User
Manual. "Live Operation' shall mean the first date when Customer
commences production use of any of the licensed Software in
accordance with the Statement of Work. Thomson Elite does not
warrant the results produced by Westlaw legal Calendaring Rules. It
is Customer's responsibility to check the results of the Westlaw legal
Calendaring Rules date calculations against the actual court rules.
6.2 Thomson Elite will not be responsible to the extent that the
Licensed Software fails to perform as warranted due to one or more
of the following (collectively the "Excluded Items"): (1) the
malfunction of software not provided by Thomson Elite, (2) the
malfunction of hardware, (3) Customer's negligence or fault, (4)
Customer's failure to follow the instructions set forth in the Software
User Manual, (4) material changes in the operating environment not
authorized by Thomson Elite, (6) modifications to or changes in the
Software not made or suggested by Thomson Elite or (7) Customer's
failure to implement and maintain a proper and adequate backup and
recovery system for the Thomson Elite database or user files. If
Thomson Elite discovers that a failure is caused by one or more
Excluded Items, Thomson Elite reserves the right to charge
Customer for its work in investigating such failure. At Customer's
request and at a fee to be agreed upon, Thomson Elite will thereafter
assist Customer in resolving such failure. It is Customer's
responsibility to develop and implement a proper and adequate
backup and recovery system.
THE LIMITED WARRANTIES IN SECTIONS 6.1 AND 7.1, AND
IN SECTION 3 OF THE SERVICES ADDENDUM, ARE EXCLUSIVE
AND IN LIEU OF All OTHER WARRANTIES. THOMSON ELITE
MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED. ANY
IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO,
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED.
Thomson Elite does not warrant the level of performance of the
Software or that earlier versions superseded by new versions
(whether or not distributed to Customer) will continue to be capable
of access to and use with West Publishing Corporation services.
6.3 Remedies. Customer shall have the following remedies:
6.3,1 Termination for Breach. In the event that Thomson
Elite materially breaches any of its obligations under this Agreement
prior to or during the Warranty Period, including breach of a warranty
or warranties provided herein, Customer may terminate this
Agreement as provided in this Section 6.3.1. No termination shall
occur unless Thomson Elite has been given written notice of the
breach and fails to cure the breach, or to submit, to Customer's
reasonable satisfaction, a plan for cure, within thirty days of receipt of
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notice. Upon such termination, Thomson Elite shall provide a refund
as provided in Section 6.3.2.
6.3.2 Refund Upon Termination. Upon termination by
Customer pursuant to this Section 6.3, Thomson Elite will refund to
Customer all License Fees, the Annual Subscription Fee, if any, and
the pro rata portion of any prepaid Annual Maintenance Charges
received by Thomson Elite as of the date of termination upon return
of the Software. IN NO EVENT SHALL CUSTOMER BE ENTITLED
TO A REFUND OF ANY SERVICES FEES OR EXPENSES.
6.4 Exclusive Remedies. The remedies in Sections 6.3 and
7.1 (and if attached hereto, in the Services Addendum and/or the
Maintenance Addendum) are Custorner's exclusive remedies and are
in lieu of all other legal or equitable remedies and all liabilities or
obligations on the part of Thomson Elite for darn ages (except for
bodily injury) arising out of, relating to, or in connection with this
Agreement, including, but not limited to, the licensing, delivery,
Installation, use or performance of the Software or the integration of
the Software with other software or hardware.
6,5 Limitation of Liability. In no event shall Thomson Elite's,
or its officers', employees', suppliers', directors', parent's, affiliates' or
subsidiaries,' liability to Customer arising out of or related to this
Agreement, or the licensing, delivery, use or performance of the
Software or services provided under this Agreement or any breach of
this Agreement, whether based on an action or claim in contract or
tort, including negligence, strict liability or warranty, except liability for
bodily injury: (i) from the Effective Date through the end of the
Warranty Period, exceed the License Fees, Annual Subscription Fee,
if any, and the pro rata portion of any prepaid Annual Maintenance
Charges received by Thomson Elite hereunder; (ii) after the Warranty
Period, exceed the sum of the Annual Subscription Fee, if any, and
the Annual Maintenance Charge for the year in which the claim
arises; and (iii) under any amendment to this Agreement, exceed the
amount payable by Customer pursuant to such amendment. In no
event will Thomson Elite be liable for any lost profits or other
damages, including indirect, incidental, exemplary, special or
consequential damages arising out of this Agreement or the use of
the Software licensed hereunder, even if Thomson Elite has been
advised of the possibility of such damages.
7, Indemnification.
7.1 Infringement Claims. Thomson Elite represents and
warrants that it has sufficient right and interest to grant the rights
herein. At its sole expense, Thomson Elite shall defend, indemnify
and hold Customer harmless from copyright, trade secret and U.S.
patent infringement claims based upon the Licensed Software in the
form delivered by Thomson Elite, including paying any judgment,
attorney fees, costs and expenses associated with such claim.
7.2 Without limiting its obligations under Section 7.1, in the
event a claim of infringement or misappropriation is made against
Thomson Elite or Customer with respect to the Licensed Software,
Thomson Elite, for the purpose of settling such claim, may, at its
option, in respect of such allegedly infringing Licensed Software:
(i) substitute fully equivalent non-infringing software; or
(ii) modify the Licensed Software so that it no longer infringes
but remains functionally equivalent.
Ver. 7 Feb 2008
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If, as a result of such claim, Customer or Thomson Elite is
permanently enjoined from using the Licensed Software by a final,
non-appealable decree from a court of competent jurisdiction,
Thomson Elite will take one or both of the actions set forth in (i) and
(ii) above or will obtain for Customer at Thomson Elite's expense the
right to continue to use the Licensed Software. If none of these
options can be accomplished in a reasonable time or are not
commercially reasonable, Thomson Elite will refund to Customer the
License Fee paid as amortized over a 60 month period from the
Effective Date upon return of the Licensed Software.
7.3 Thomson Elite's obligation to indemnify Customer pursuant
to this Section 7 is contingent upon Thomson Elite being given
prompt notice and control of, and detailed information with regard to,
any such claim, suit or proceeding. Customer shall have the right to
participate at its own cost in the defense of any such claim or action
through legal counsel of its choosing. Customer shall not settle any
such claim or action without Thomson Elite's prior written consent.
7.4 This Section 7 contains the entire warranty by Thomson
Elite and the exclusive remedies of Customer with regard to any
claimed infringement arising out of or based upon the Licensed
Software used by Customer.
8. Term and Termination. This Agreement will continue in effect
until terminated as provided herein. Termination of Maintenance
Services shall not automatically terminate this Agreement. Thomson
Elite may terminate this Agreement upon giving thirty (30) days
written notice of termination to Customer if Customer commits a
material breach of this Agreement and fails to cure such breach
during the notice period. Customer may terminate this Agreement for
cause only as provided in Section 6 above. Upon termination of this
Agreement for any reason, the license granted to Customer and all
other rights granted to Customer under this Agreement shall
immediately cease and Customer shall immediately return to
Thomson Elite, or certify the destruction of, all copies of the Software
and related Software User Manuals in Customer's possession.
Customer may terminate the license to the Westlaw Legal
Calendaring Rules, if any, by giving written notice prior to the end of
the then current Annual Subscription term, and upon such
termination, Customer shall immediately return to Thomson Elite, or
certify the destruction of, all copies of the Westlaw Legal Calendaring
Rules and related manuals and documentation in Customer's
possession.
9. Limitation of Claims. Except for claims relating to the
Software Fees or improper use of the Software, no claim, regardless
of form, which in any way arises out of this Agreement, may be
brought more than one year after the basis for the claim becomes
known to the party desiring to assert it.
10. General Provisions.
10.1 Effect of Agreement. This Agreement (including the
exhibits hereto) embodies the entire understanding between the
parties with respect to the subject matter of this Agreement and
supersedes any and all prior understandings and agreements, oral or
written, relating to the subject matter. Any amendment must be in
writing and signed by both parties.
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10.2 Force Majeure. Thomson Elite shall not be liable for any
delay or failure in performing hereunder if caused by factors beyond
its reasonable control, such as acts of God, acts of any government,
war or other hostility, civil disorder, the elements, fire, explosion,
power failure, equipment failure, industrial or labor dispute, inability to
obtain necessary supplies and the like.
10.3 Notices. Except as otherwise provided herein, all notices
must be in writing to Thomson Elite, clo Thomson Elite, 5100 West
Goldleaf Circle, Suite 100, Los Angeles, CA 90056, Attention:
Contracts Administration, and to Customer at the address first set
forth above.
10.4 General Provisions. This Agreement will be governed
by and construed under the law of the state of California, U.S.A.
without regard to conflicts of law provisions. Neither this Agreement
nor any part or portion may be assigned, sublicensed or otherwise
transferred by Customer without Thomson Elite's prior written
consent. Any attempt to assign or transfer in violation of this Section
shall be null and void. Should any provision of this Agreement be
held to be void, invalid, unenforceable or illegal by a court, the
validity and enforceability of the other provisions will not be affected
thereby. Failure of any party to enforce any provision of this
Agreement will not constitute or be construed as a waiver of such
provision or of the right to enforce such provision. The headings and
captions contained in this Agreement are inserted for convenience
only and do not constitute a part of this Agreement.
10.5 Export. The Software and its related Software User
Manual may not be exported outside of the United States and
Canada.
10.6 U.S. Government Restricted Rights. Use, duplication or
disclosure by the Government is subject to restrictions set forth in
subparagraphs (a) through (d) of the Commercial Computer-
Restricted Rights clause at FAR 52.227-19 when applicable, or in
subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer
Product clause in DFARS 252.227-7013, or in subdivision (c)(1) and
(c)(2) of the Commercial Computer Product - Restricted Rights
clause at 48 CFR 52.227-19, as applicable, and in similar clauses in
the NASA FAR Supplement.
10.7 Survival. Sections 4.5,5,6,7,8,9 and 10 shall survive
any termination of this Agreement.
CUSTOMER HEREBY CERTIFIES THAT THE PERSON
SIGNING THIS AGREEMENT ON ITS BEHALF IS AUTHORIZED
TO DO SO AND THAT CUSTOMER, ACTING THROUGH SUCH
PERSON OR ITS OTHER AUTHORIZED REPRESENTATIVE(S),
HAS CAREFUL Y READ AND AGREES WITH ALL OF THE
PROVISIONS OF THIS AGREEMENT, INCLUDING WITHOUT
LIMITATION THE EXCLUSIVE REMEDIES AND LIMITATION OF
LIABILITY PROVISIONS SET FORTH IN SECTION 6 AND THE
PAYMENT PROVISIONS SET FORTH IN THE SOFTWARE AND
FEES SCHEDULE ATTACHED HERETO AS EXHIBIT A.
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CITY OF SANTA ANA
Signature
NAME:
Title:
DAVID N. REAM
City Manager
Date
ATTEST:
PATRICIA E. HEALY, Clerk of the Council
APPROVED AS TO FORM:
JOSEPH W. FLETCHER
City Attorney
By:
Laura Sheedy
Assistant City Attomey
THOMSON ELITE
Signature
Name (please print)
Title
Date
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EXHIBIT A- SOFTWARE AND FEES SCHEDULE
The License Fees set forth in this Exhibit A are due and payable as follows:
100% upon delivery of Software (which is defined as the day Thomson Elite provides Customer with a functioning link enabling
Customer to access the Software)
The conversion (if bundled) Service Fees set forth in this Exhibit A are due and payable as follows:
50% upon delivery of Software (which is defined as the day Thomson Elite provides Customer with a functioning link enabling
Customer to access the Software)
50% upon completion of Training and Conversion services
The other Services Fees set forth in this Schedule shall be billed monthly as performed
Annual Maintenance Charges for the first year and the Annual Subscription Fee, if any, for the first year shall be billed upon Software Installation.
Should Customer delay their implementation of the additional Software beyond one (1) year of the Effective Date, Customer shall pay, at the end
of such one (1) year period, the implementation service fees at Thomson Elite's then current service rate.
2 Service dates that are cancelled by Customer less than 10 business days prior to scheduling will be billed to the Customer at 50% of Thomson
Elite's costs. In addition, any non-refundable travel expenses will be charged to Customer.
Ver. 7 Feb 2008
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Exhibit A (Cont'd.)
CITY OF SANTA ANA
January 16, 2008
Thomson Elite Confidential Information
SOFTWARE
Qtyl Annual
Hours Rate Total Maint.
Application Software
20 Seat License
ProLaw Enterprise Front Office:
Case Management
Conflicts
Contact
Management
Docketing
Document Assembly
Document Management
Drag & Drop Customization
iManage/Docs/VVorldoxlntegrauon
Marketing
Outlook/Group Wise Integration1
ProLaw On-Line
ProLaw Portal
Records Management
Relationship Management
Report Writer
Task Management
Time Entry
20
$778
$ 15,560
$ 15,560
$ 3,112
$3,112
SOFTWARE TOTAL
$15,560
$ 3,112
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SERVICES
Qtyl Annual
Hours Rate Total Maint.
ImplementationlTraining/Consulting Services2,3 Hours $ 26,250
Software Installation 3 $150.00 $450
Front Office Administration Training/Scoping 32 150.00 4,800
Includes 3 days on site and 8 hours producing
a Scoping Summary Document)
Project Management 40 150.00 6,000
Front Office Consulting and Screen Design 60 150.00 9,000
Front Office Training 40 150.00 6,000
SERVICES TOTAL Days - $ 26,250
TOTAL. Without Hardware $ 41,810
Less 10% Government Incentive ($ 4,181)
GRAND TOTAL - Without Hardware $ 37,629 $ 3,112
Ver. 7 Feb 2008
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OPTIONAL SOFTWARE I SERVICES
Qtyl Annual
Hours Rate Total Maint.
Data Conversion Services
Conversion - by bid
Database Software
Microsoft SOL Server Standard Runtime Edition4
Client Access License
Annual Upgrade Coverage
OR
Server Licensing - Per CPU
Annual Upgrade Coverage
Microsoft SOL Server Installation
20 $72.00 $ 1 ,440
20 14.40 $ 288
20 2,110.00 42,200
20 422.00 8,440
2 $150.00 $ 300
Ver. 7 Feb 2008
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CORRESPONDING PROlAW ENTERPRISE SYSTEM ENDNOTES
Thomson Elite pricing is valid for 90 days, Pricing does not include applicable taxes. Applicable taxes are the responsibility of Customer.
SOL Server Database software is required. Pricing for the software and upgrade coverage is listed under Optional Software in this quote.
Thomson Elite reserves the right to increase the Annual Maintenance charge for subsequent terms and shall give Customer advance notice of such
increases; provided, however, that the increases for the first three consecutive terms following the initial maintenance term shall not be more than 5% over
the previous year's annual Maintenance charge or the percentage increase in the Consumer Price Index (CPI) from the previous year, whichever is greater.
SOFTWARE NOTES:
Outlook integration requires Exchange. Bi-directional Outlook integration requires Exchange 2000. Pro law Enterprise and Exchange can be run on
the same server, if properly sized, when using Microsoft Small Business Server in small customers.
SERVICES NOTES:
This price quote is based on a single implementation. Multiple implementation phases are available for an additional charge.
2 Based on a time and materials basis.
3 Pricing does not include travel and related expenses. Thomson Elite does not charge for travel time.
OPTIONAL SOFTWARE I SERVICES NOTES:
4 Pricing for the SOL Server software is for an embedded runtime license only which means it may be used only with Thomson Elite applications or
applications provided by Thomson Elite. The annual maintenance fee quoted includes upgrade coverage only.
SOFTWARE ACCESS NOTES:
Gatekeeper (Securelink VSN (Virtual Support Network)) (hereinafter 'Gatekeeper'), which is developed and supported by Enexity, Inc. ('Enexity'), is
Thomson Elite's exclusive method for connecting to Customer (for the provision of any services, including Maintenance Services), except as otherwise
provided below.
Gatekeeper is provided to Customer by Enexity under license. Enexity is solely responsible for Gatekeeper. THOMSON ELITE MAKES NO WARRANTIES,
EXPRESS OR IMPLIED, WITH RESPECT TO GATEKEEPER. ANY IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED.
Should Customer opt not to install Gatekeeper, Customer will pay an additional annual fee equal to fifteen percent (15%) of its Annual Maintenance Charge
to cover Thomson Elite's costs of connection by a method other than Gatekeeper. If Thomson Elite is unable to use Gatekeeper due to circumstances
beyond its control, or if the Customer has installed but is unable to use Gatekeeper due to circumstances beyond its control, Thomson Elite will connect to
Customer's Thomson Elite Software using WebEx or a similar tool at no charge to Customer.
Ver. 7 Feb 2008
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Recommended Server Configuration
CITY OF SANTA ANA
January 16, 2008
Thomson Elite Confidentia//nformation
The following guidelines for Customer's ProLaw Enterprise System are designed to handle up to 20 licenses and derived from the policies defined in the
Thomson Elite Product System Requirements (PSR) document. The PSR provides greater detail regarding the requirements to properly size and configure the
hardware for your ProLaw Enterprise System. Therefore, we strongly recommend that Customer obtain the PSR - it will be provided upon request.
Prolaw Enterprise Monolithic Database/Application Server Configuration
Drive capacity and overall volume size for RAID sets will depend on individual customer storage space requirements and anticipated growth. The minimum
recommended free space for basic installation is 10-20GB.
ort
Any of:
Redundant fans
Anyone of:
Surge Suppressor
Uninterruptible Power Supply
Anyone of:
Customer selected tape drive
Anyone of:
Customer selected backu software
The above listed guidelines are based upon similar sized customers. Additional hardware (i.e., processors, RAM, disk, etc.) may be needed depending
upon the number of concurrent users, the mix of users, and the amount of redundancy required on the system.
Ver. 7 Feb 2008
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Pro Law Enterprise Dedicated liS Portal Server (if implemented)
A server hosting Microsoft's Internet Information Services web server (which is an included component of Windows 2000/2003 Servers and Windows
XP) is required for the ProLaw Portal implementation.
The above listed guidelines are based upon similar sized customers. Additional hardware (i.e., processors, RAM, disk, etc.) may be needed depending
upon the number of concurrent users, the mix of users, and the amount of redundancy required on the system.
ProLaw Enterprise Client. Normal User
Normal Users are typical ProLaw System users who input and perform simple lookups of data, but do not run sophisticated reports or perform more
intensive accounting for financial activities.
Document Storage (if used):
Access to a common read/write network share (delete rights
optional)
Application Integration with one or more of:
Microsoft Word
Outlook
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Pro Law Enterprise Client. Power User
Power Users, in addition to performing tasks a Normal User may undertake, may run sophisticated reports or perform more intensive accounting for
financial activities, such as month end reports, reconciliations and/or billing runs.
Ver. 7 Feb 2008
Document Storage (if used):
Access to a common read/write network share (delete rights
optional)
Application Integration with one or more of:
Microsoft Word
Outlook
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EXHIBIT B - SERVICES ADDENDUM
1. Scope of Services Addendum.
This Services Addendum ("Services Addendum") is part of the
Customer Agreement between the parties ('Agreement") which is
incorporated as if fully set forth herein. This Services Addendum
shall apply to all services that are provided by Thomson Elite to
Customer during the term of the Agreement including
implementation, consulting, training, conversion and any other
services provided by Thomson Elite to Customer, other than
Maintenance Services. Capitalized terms not otherwise defined shall
have the meanings set forth in the Agreement.
2. Services,
2.1 Statements of Work. Any services to be provided by
Thomson Elite to Customer shall be set forth in a separate Statement
of Work executed by the parties that will describe the work to be
performed. Thomson Elite has no obligation to provide services
(other than Maintenance Services), except as specifically set forth in
a Statement of Work executed by the parties.
2.2 Customer Obligations. When Thomson Elite performs
any services at Customer's facility, Customer shall be responsible for
providing a safe and appropriate work space and access to all
terminals, materials and related resources that may be reasonably
required by Thomson Elite for timely performance of its obligations
under this Services Addendum. Customer shall provide to Thomson
Elite in a timely manner any information, assistance, review,
feedback or approvals that are the responsibility of Customer.
Ver. 7 Feb 2008
L
3. Warranties and Remedies,
Thomson Elite warrants that it will provide the services set forth
in any Statement of Work hereunder consistent with industry
standards and in accordance with such Statement of Work, including
any specifications contained in such Statement of Work. Customer's
sole remedy for Thomson Elite's material breach of its obligations
under a Statement of Work will be to have Thomson Elite reperform
the defective services so that they conform to the warranties
provided herein. If Thomson Elite is unable after a reasonable time
to provide conforming services, and the services relate to the initial
implementation of the Licensed Software, Customer may terminate
the Agreement pursuant to Section 6.3 thereof if such defective
services cause the Licensed Software to fail to conform to the
warranties provided in the Agreement.
4. General Provisions.
4.1 Non-solicitation of Employees. Customer will not
induce any employee of Thomson Elite to terminate his or her
employment relationship with Thomson Elite. In addition, Customer
agrees that it will not knowingly employ or offer employment to any
employee of Thomson Elite who has performed any services related
to the Agreement within one year of the provision of such services.
4.2 Survival. Section 4 of this Services Addendum shall
survive any termination of this Services Addendum.
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EXHIBIT B (CONT'D,) STATEMENT OF WORK
This Statement of Work is part of the Services Addendum
between Thomson Elite and Customer ('Services Addendum").
1. Definitions.
As used in this Statement of Work, the following terms
shall have the meanings set forth below. Capitalized terms not
otherwise defined shall have the meanings set forth in the Services
Addendum or the Agreement.
'Final Conversion" shall mean completion of the
conversion of Customer's data as provided in the Project Plan.
"Project Plan" shall mean the written plan, approved in
writing by the parties, that includes the project charter, scope
statement and project schedule that sets forth the scope, schedule
and responsibilities of Thomson Elite and Customer for
implementation of the Software, including Software Installation, and
any data conversion, training or other services to be provided.
"Planning Meeting" shall mean the meeting(s) between
Thomson Elite and Customer to prepare the Project Plan.
'Service Fees' shall mean the fees payable to Thomson
Elite for implementation, consulting, training, conversion or other
services provided under a Statement of Work pursuant to this
Statement of Work.
2. Service Fees and Expenses.
The Services Fees are due and payable as set forth in
the Software and Fees Schedule attached to the
Agreement or an amendment thereto and in accordance
with Section 4 of the Agreement. Expenses shall be
payable in accordance with Section 4 of the Agreement.
3. Project Managers,
At or before the Planning Meeting, each party shall
inform the other of the individual appointed to serve as its
project manager ("Project Manager'). The Project
Managers shall serve as the primary contact in regard to
coordinating and supervising the implementation of the
Software and conversion of the Customer's existing
system, if any. Each party shall be responsible for ensuring
that its Project Manager dedicates sufficient time to fulfill
that party's respective obligation under this Statement of
Work. Customer acknowledges that a change of Project
Managers by Customer may result in delays in the
implementation and necessitate an amendment to the
Project Plan.
4. Project Plan and Change Requests,
4.1 Thomson Elite and Customer shall schedule the Planning
Meeting at a time or times and location to be mutually agreed for
purposes of developing the Project Plan. Thomson Elite shall
present a draft Project Plan for Customer review and comment within
Ver. 7 Feb 2008
fifteen (15) days after completion of the Planning Meeting and the
parties shall work to finalize and sign the Project Plan within the
following seven (7) days. The Project Plan may thereafter only be
modified by a Change Order (defined below) or other written
agreement signed by both parties.
4.2 Following execution of the Project Plan, Customer may
submit requested changes to the Project Plan in writing to Thomson
Elite. Thomson Elite shall respond to Customer's change request
within twenty (20) days of receipt. Thomson Elite's response (the
"Change Order") shall identify any changes to the Service Fees or
expenses and any changes to the Project Plan (including any
resulting delay charges) that would result from implementing the
change. Customer may, in its discretion, accept the Change Order
by signing the Change Order and returning it to Thomson Elite.
Upon execution by Customer, the Change Order will amend the
Project Plan, and, if applicable, the Software and Fees Schedule. If
Customer rejects the Change Order, the Project Plan will remain
unaltered.
5. Training,
In the event that training services are to be provided
pursuant to the Software and Fees Schedule, Thomson
Elite shall make available to Customer as set forth in the
Software and Fees Schedule, training and support for
Customer personnel designated by Customer who are
skilled in professional billing and accounting and practice
management systems ('Customer's Personnel') to operate
the Software. Thomson Elite shall not be responsible for
training replacements of Customer's Personnel who are re-
assigned or whose employment with Customer is
terminated except pursuant to a separate Statement of
Work.
6. Implementation.
6.1 Installation of the Software. Thomson Elite and
Customer shall cooperate to identify the hardware and related
communications equipment necessary for Installation of the
Software. Installation of all hardware and supporting software is the
responsibility of Customer. Once the configuration of the hardware,
including the operating system, conforms to the specifications agreed
upon by Thomson Elite and Customer, Thomson Elite shall install the
Software ("Installation').
6,2 Pre-conversion Testing of the Software. After
Installation of the Software, Thomson Elite shall test the Software
running on the hardware.
7. Conversion.
In the event that conversion services are to be provided
pursuant to the Software and Fees Schedule, the following shall
apply:
7.1 Conversion of Customer's Database. Customer shall
provide its data in an accurate form in a mutually agreed format and
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shall provide verification and technical assistance to the extent
reasonably possible.
7.2 Conversion. The general procedures for conversion shall
include:
(a) Provision by Thomson Elite of programs necessary to
convert Customer's data;
(b) Production of mutually agreed on hard copy reports to
confirm successful conversion of Customer database; and,
(c) Both parties manual review and balancing of pre-
conversion hard copy reports with respect to all fields identified
in the conversion planning process, including new fields and
computed results that do not exist on Customer's current
system.
The Project Managers shall work to determine the
accuracy and completeness of the conversion based on quantifiable
criteria to be mutually agreed to by Customer and Thomson Elite
prior to Final Conversion.
7.3 Final Conversion. Upon Customer's Project Manager certifying
that the Software functions substantially in accordance with the
Functional Standards, Thomson Elite and Customer shall proceed
with the Final Conversion of Customer's then current database in
accordance with the Project Plan. The Final Conversion shall
include:
(a) Establishment of a cutoff date after which all data shall be
loaded onto the Specified Server;
(b) Verification of pre-conversion and post-conversion data
with respect to all fields identified in the conversion planning
process, including new fields and computed results that do not
currently exist on Customer's current system.
The Project Managers shall work to determine the accuracy and
completeness of the Final Conversion based on the conversion
criteria.
8. Live Operation.
Upon completion of the Final Conversion or the date specified
in the Project Plan related to completion of Conversion efforts or
related to completion of Installation if no conversion services are
being performed by Thomson Elite, Customer shall begin "Live
Operation'; provided, however, that Customer may not begin Live
Operation if more than ten (10%) of the total of License Fees and
Services Fees remains unpaid.
Ver. 7 Feb 2008
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EXHIBIT C - MAINTENANCE ADDENDUM
This Maintenance Addendum ("Maintenance Addendum") is
part of the Customer Agreement between the parties ("Agreement') which
is incorporated as if fully set forth herein.
1. Definitions.
As used in this Maintenance Addendum ("Maintenance
Addendum"), the following terms shall have the meanings set forth below.
Capitalized terms not otherwise defined shall have the meanings set forth
in the Agreement.
"Business Day" shall mean Monday through Friday of each
week, excluding New Year's Day (January 1*), Presidents Day, Memorial
Day (last Monday of May), Independence Day (July 4*), Labor Day (first
Monday in September), Thanksgiving (last Thursday in November and the
following Friday) and Christmas (December 25*). For the dates marked
with an asterisk, if such date falls on a Saturday, the holiday will be
observed on the preceding Friday; if such date falls on a Sunday, the
holiday will be observed on the following Monday
"Business Hours' shall mean the hours from 7:00am to 6:00pm,
Mountain Time, during a Business Day
"Critical Problem" shall mean a Problem that causes an
adverse and material effect on Customer's ability to utilize the Software
according to the Software User Manual. Critical Problems are handled in
accordance with Section 2.2.1 of this Maintenance Addendum.
"Non-Critical Problem" shall mean a Problem that does not
meet the definition of a Critical Problem. Non-Critical Problems are
handled in accordance with Section 2.2.2 of this Maintenance Addendum.
"Problem" shall mean any failure of the Software to perform in
accordance with the Software User Manual. Problems are classified as
either Critical Problems or Non-Critical Problems depending on the impact
of such Problem on Customer's operations.
"Updates' shall mean any periodic software releases and any
release notes provided by Thomson Elite to correct Critical or Non-Critical
Problems in the Software.
2. Maintenance Services.
Maintenance Services consist of the following:
2.1 Updates. Thomson Elite will provide all Updates for the
Software to Customer. Customer shall be responsible for installing such
Updates.
2.2 Telephone Support. Thomson Elite shall provide
telephone support during Business Hours for the reporting of Problems
and for the handling of Customer questions relating to the operation of the
Software. Telephone support for Problems in the Server Code shall only
be provided for Server Code on the Specified Server(s). Thomson Elite
will provide support for Server Code on additional servers for an additional
fee.
Ver. 7 Feb 2008
~
2.2.1 Critical Problems, Thomson Elite shall respond to a
report to its telephone support line of a Critical Problem within two (2)
Business Hours. Thomson Elite will determine whether the Critical
Problem is due to a defect in the Software or whether it is due to a failure
not caused by Thomson Elite. If the Critical Problem is due to a defect,
Thomson Elite shall use its best efforts to correct the defect, or provide
Customer with a way to temporarily work around the defect if able to do so,
or notify Customer on a regular basis as to the progress of the corrective
efforts until such time as a correction can be made.
2.2.2 Non-Critical Problems. In response to a report of a
Non-Critical Problem, Thomson Elite will determine whether the Non-
Critical Problem is due to a defect in the Software or whether it is due to a
failure not caused by Thomson Elite. If the Non-Critical Problem is due to
a defect, Thomson Elite shall use reasonable efforts on a time available
basis to correct such defect, but the correction may await the release of
Updates.
3. Access.
Customer shall be responsible for providing remote access to
the Software via Thomson Elite's approved remote access method in order
to allow Thomson Elite to provide the Maintenance Services and to verify
Timekeeper or Seat count.
4. Customer Obligations.
Customer shall insure that Thomson Elite's personnel are
provided with such information under Customer control as is reasonably
necessary to enable Thomson Elite to comply with its obligations
hereunder.
5. Exclusions.
5.1 Thomson Elite's obligations hereunder shall extend only to:
(a) the latest Update of the Software provided to Customer by Thomson
Elite, and (b) Software that has not been modified or altered in any way by
anyone other than Thomson Elite or under Thomson Elite's direction.
5,2 Maintenance Services shall not include services for
"Excluded Items' as defined in Section 6.2 of the Agreement.
5.3 The Annual Maintenance Charge does not include on-site
service calls made at Customer's request (or travel and living expenses
associated with such calls), shipping costs, telephone costs or the costs of
any other services not specifically set forth herein.
6, Remedies.
6.1 If Thomson Elite is unable, after repeated efforts, to
remedy a Problem by correction or replacement of software or a
combination thereof, or if Thomson Elite otherwise materially breaches this
Maintenance Addendum or the Agreement with respect to Maintenance
Services and fails to correct such breach within thirty (30) days of written
notice thereof, Customer may terminate Maintenance Services and receive
a pro rata refund of the prepaid Annual Maintenance Charge for the then
current term,
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6.2 The foregoing remedy is exclusive and is in lieu of all
liabilities or obligations for damages arising out of or in connection with
Maintenance Services. Thomson Elite shall have no other liability to
Customer whatsoever arising under this Maintenance Addendum or the
Agreement with respect to Maintenance Services.
6,3 Survival. Sections 1 and 6 shall survive any termination of
Maintenance Services or of this Maintenance Addendum.
II
Page 17 of 17
II
Ver. 7 Feb 2008
25H-20
CITY COUNCil MEETING DATE:
REQUEST FOR
COUNCIL ACTION
CLERK OF COUNCil USE ONLY:
APRIL 7, 2008
TITLE:
AGREEMENT FOR GOVERNMENT
LIAISON SERVICES WITH U.S.
ADVOCACY
APPROVED
o As Recommended
o As Amended
o Ordinance on 15\ Reading
o Ordinance on 2nd Reading
o Implementing Resolution
o Set Public Hearing For
~
CI Y MANAGER
CONTINUED TO
FILE NUMBER
RECOMMENDED ACTION
Authorize the City Manager and Clerk of the Council to execute the
attached agreement with u.s. Advocacy for government liaison services in
an amount not to exceed $60,000 subject to non-substantive changes
approved by the City Manager and City Attorney.
DISCUSSION
U. S. Advocacy is a full-service firm specializing in all facets of
governmental relations. The company was founded in 1987, when Bruce
Young retired from the Legislature to enter the private sector.
Mr. Young has worked with the City of Santa Ana for the past eight
years. In this legislative year, U.S. Advocacy will be responsible for
representing the City's interests in Sacramento including: strategic
direction in the protection of local government revenue and
redevelopment funds; securing funds for parks and recreational centers;
and assisting to secure state grants. Lastly, Mr. Young will coordinate
the City's efforts with our regional partners, including the
Transportation Corridor Agencies, the Orange County Transportation
Authori ty, the Orange County Water District, the League of California
Cities, and the California Big Ten cities organization.
250-1
u.s. Advocacy Agreement
April 7, 2008
Page 2
FISCAL IMPACT
Funds are available in the Other Contractual Services accounts from the
Public Works Administrative Services account (no. 101-601-6291), the
Community Redevelopment Merged accounts (nos. 570-932-6291, 570-933-
6291, and 570-935-6291), and the City Manager's Non-Departmental account
(no. 11- 012 - 62 91) .
a
APPROVED AS TO FUNDS AND ACCOUNTS:
Cl~ ~-AAdk- t ~
lu /Franci~co G~tierrez
qr~ Executlve Dlrector
Finance & Mgmt. Services Agency
,/I
/4.
<j/LWVl' ~H f~cu.Ao
b~tePhen~. Harding
Deputy Clty Manager for Development
Community Development Agency
Services
250-2
CONSUL T ANT AGREEMENT
THIS AGREEMENT, made and entered into this 7th day of April, 2008 by and between
Bruce Young dba U.S. Advocacy, a sole proprietorship (hereinafter "Consultant"), and the City
of Santa Ana, a charter city and municipal corporation organized and existing under the
Constitution and laws of the State of California (hereinafter "City").
RECITALS
A. The City desires to retain a consultant having special skill and knowledge in the field of
government lobbying.
B. Consultant represents that Consultant is able and willing to provide such services to the
City.
C. In undertaking the performance ofthis Agreement, Consultant represents that it is
knowledgeable in its field and that any services performed by Consultant under this
Agreement will be performed in compliance with such standards as may reasonably be
expected from a professional consulting firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
Consultant shall perform those services as set forth in Exhibit A to this Agreement.
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services,
the rates and charges identified in Exhibit A. The total sum to be expended under this
Agreement shall not exceed $60,000 during the term of this Agreement ($5,000.00 per month),
which sum shall include all services, rates and charges, including all expenses.
b. Payment by City shall be made within thirty (30) days following receipt of proper
invoice evidencing work performed, subject to City accounting procedures. Payment need not
be made for work which fails to meet the standards of performance set forth in the Recitals
which may reasonably be expected by City.
3. TERM
This Agreement shall commence on the date first written above and terminate on
February 28,2009, unless terminated earlier in accordance with Section 12, below. The parties
acknowledge that Consultant has provided services pursuant to this Agreement since March 1,
2008, and intend that said services be included within the terms of this Agreement. The term of
250-3
this Agreement may be extended upon a writing executed by the City Manager and the City
Attorney.
4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an
independent contractor and not an employee of the City. This Agreement is not intended nor
shall it be construed to create an employer-employee relationship, a joint venture relationship, or
to allow the City to exercise discretion or control over the professional manner in which
Consultant performs the services which are the subject matter of this Agreement; however, the
services to be provided by Consultant shall be provided in a manner consistent with all
applicable standards and regulations governing such services. Consultant shall pay all salaries and
wages, employer's social security taxes, unemployment insurance and similar taxes relating to
employees and shall be responsible for all applicable withholding taxes.
5. INSURANCE
Prior to undertaking performance of work under this Agreement, Consultant shall
maintain and shall require its subcontractors, if any, to obtain and maintain insurance as
described below:
a. Worker's Compensation Insurance. In accordance with the provisions of Section 3300
of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against
liability for worker's compensation or to undertake self-insurance. Prior to commencing the
performance of the work under this Agreement, Consultant agrees to obtain and maintain any
employer's liability insurance with limits not less than $1,000,000 per accident.
b. Professional liability (errors and omissions) insurance, with a combined single limit
of not less than $1,000,000 per claim.
c. The following requirements apply to the insurance to be provided by Consultant
pursuant to this section:
(i) Consultant shall maintain all insurance required above in full force and
effect for the entire period covered by this Agreement.
(ii) Certificates of insurance shall be furnished to the City upon execution of
this Agreement and shall be approved in form by the City Attorney.
(iii) Certificates and policies shall state that the policies shall not be canceled
or reduced in coverage or changed in any other material aspect without
thirty (30) days prior written notice to the City.
6. INDEMNIFICATION
Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents,
employees, consultants, special counsel, and representatives from liability for personal injury,
damages, just compensation, restitution, judicial or equitable relief arising out of claims for
2
250-4
personal injury, including health, and claims for property damage, which may arise from the
direct or indirect operations of the Consultant or its contractors, subcontractors, agents,
employees, or other persons acting on their behalf which relates to the services described in
section 1 of this Agreement. This indemnity and hold harmless agreement applies to all claims
for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to
have been suffered, by reason of the events referred to in this Section or by reason of the terms
of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold
harmless, and pay all costs for the defense of the City, including fees and costs for special
counsel to be selected by the City, regarding any action by a third party challenging the validity
of this Agreement, or asserting that personal injury, damages, just compensation, restitution,
judicial or equitable relief due to personal or property rights arises by reason of the terms of, or
effects arising from this Agreement. City may make all reasonable decisions with respect to its
representation in any legal proceeding.
7. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such
information is reasonably understood to be confidential and/or proprietary, Consultant agrees
that it shall not use or disclose such information except in the performance of this Agreement,
and further agrees to exercise the same degree of care it uses to protect its own information of
like importance, but in no event less than reasonable care. "Confidential Information" shall
include all nonpublic information. Confidential information includes not only written
information, but also information transferred orally, visually, electronically, or by other means.
Confidential information disclosed to either party by any subsidiary and/or agent of the other
party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure
shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is,
through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful
possession of the Consultant without an obligation of confidentiality; (d) is required to be
disclosed by operation of law; or (e) is independently developed by the Consultant without
reference to information disclosed by the City.
8. CONFLICT OF INTEREST CLAUSE
Consultant covenants that it presently has no interests and shall not have interests, direct
or indirect, which would conflict in any manner with performance of services specified under
this Agreement.
9. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this
Agreement shall be in writing and shall be deemed to be properly given if delivered in person or
mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other
telegraphic communication in the manner provided in this Section, to the following persons:
To City:
Clerk of the City Council
City of Santa Ana
3
250-5
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
telefacsimile (714) 647-6956
With courtesy copy to:
City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
telefacsimile (714) 647-6515
To Consultant:
U.S. Advocacy
900 Ninth Street, Suite 2100
Sacramento, California 95814
telefacsimile (916) 441-4218
Attn: Bruce Young
A party may change its address by giving notice in writing to the other party. Thereafter,
communication shall be addressed and transmitted to the new address. If sent by mail,
communication shall be effective or deemed to have been given three (3) days after it has been
deposited in the United States mail, duly registered or certified, with postage prepaid, and
addressed as set forth above. If sent by telefacsimile, communication shall be effective or
deemed to have been given twenty-four (24) hours after the time set forth on the transmission
report issued by the transmitting facsimile machine, addressed as set forth above. For purposes
of calculating these time frames, weekends, federal, state, County or City holidays shall be
excluded.
10. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Consultant, and supersedes any and all other agreements, oral or written, between the parties. In
the event of a conflict between the terms of this Agreement and any attachments hereto, the
terms of this Agreement shall prevail. This Agreement may not be modified except by written
instrument signed by the City and by an authorized representative of Consultant. The parties
agree that any terms or conditions of any purchase order or other instrument that are inconsistent
with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor
the City. Each party to this Agreement acknowledges that no representations, inducements,
promises or agreements, orally or otherwise, have been made by any party, or anyone acting on
behalf of any party, which are not embodied herein.
11. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior
4
250-6
written consent of the City and any such assignment, transfer, delegation or subcontract without
the City's prior written consent shall be considered null and void. Nothing in this Agreement
shall be construed to limit the City's ability to have any of the services which are the subject to
this Agreement performed by City personnel or by other consultants retained by City.
12. TERMINATION
This Agreement may be terminated by either party upon thirty (30) days written notice of
termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant
compensation for all services performed by Consultant prior to receipt of such notice of termination,
subject to the following conditions:
a. As a condition of such payment, the City Manager may require Consultant to deliver to
the City all work product completed as of such date, and in such case such work product shall be the
property of the City unless prohibited by law, and Consultant consents to the City's use thereof for
such purposes as the City deems appropriate.
b. Payment need not be made for work which fails to meet the standard of performance
specified in the Recitals ofthis Agreement.
13. DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital
status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited
by applicable law, in the recruitment, selection, training, utilization, promotion, termination or
other employment related activities. Consultant affirms that it is an equal opportunity employer
and shall comply with all applicable federal, state and local laws and regulations.
14. JURISDICTION - VENUE
This Agreement has been executed and delivered in the State of California and the
validity, interpretation, performance, and enforcement of any of the clauses of this Agreement
shall be determined and governed by the laws of the State of California. Both parties further
agree that Orange County, California, shall be the venue for any action or proceeding that may
be brought or arise out of, in connection with or by reason of this Agreement.
15. PROFESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, maintain all necessary licenses,
permits, approvals, waivers, and exemptions necessary for the provision of the services
hereunder and required by the laws and regulations of the United States, the State of California,
the City of Santa Ana and all other governmental agencies. Consultant shall notify the City
immediately and in writing of her inability to obtain or maintain such permits, licenses,
approvals, waivers, and exemptions. Said inability shall be cause for termination of this
Agreement.
5
250-7
16. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature hereinbelow has the power,
authority and right to bind their respective parties to each of the terms of this Agreement, and shall
indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to
City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.
b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set
forth in the body of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year
first above written.
ATTEST:
CITY OF SANTA ANA
PATRICIA E. HEALY
Clerk of the Council
DAVID N. REAM
City Manager
APPROVED AS TO FORM:
JOSEPH W. FLETCHER
City Attorney
By:
Laura Sheedy
Assistant City Attorney
CONSULTANT
BRUCE YOUNG
President
Tax ID#
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EXHIBIT A
SCOPE OF SERVICES
Consultant shall provide professional lobbying services as directed by City on issues in the State
Legislature, the Administration and State Agencies.
The parties agree that the services rendered pursuant to this Agreement and the payments made
therefore are not in any way contingent upon the defeat or enactment of any legislative or
administrative proposal. The parties agree that such sums as are paid pursuant to this Agreement
shall be deemed to be the reasonable value of services rendered hereunder. In the event that any
agency or court determines that such payments were otherwise contingent, this Agreement shall
be deemed rescinded.
Consultant shall focus its efforts on the following:
1. Represent the City's interests in the Legislature, Administration and State
Agencies, including:
a. Strategic direction in the protection of local government revenue,
redevelopment funds and governing authority.
b. Securing funds for infrastructure projects - specifically streets and roads.
c. Advocating for economic development issues such as Santa Ana's Enterprise
Zone
d. Protecting municipal interests in areas such as workers compensation, public
safety, planning and building and league affairs.
2. Assist the City in securing State grant funding.
3. Coordinate the City's legislative efforts with our regional partners, including the
Transportation Corridors Agencies, the Orange County Transportation Authority,
the Orange County Water District, the League of California Cities and the
California Big Ten Cities Organization.
For said services, City shall pay Consultant a flat fee of$5,000.00 per month, which will include
all travel and miscellaneous expenses.
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