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HomeMy WebLinkAboutProposal• ,1 PROLAW S O f T W A fl E PROPOSAL- LICENSE FEES AND SERVICE FEES City Attorney, Miami APRIL 18, 2005 SOFTWARE AND FEES SCHEDULE - Software License Fees and Service Fees T-he License Fees set forth in this Exhibit are due upon execution of the Agreement Service Fees shall be billed monthly as incurred and due upon receipt of invoice. Anr ual Maintenance Fee shall be billed upon Live Operation and due upon receipt of invoice. PRoLAw GC Case Management Contact Management Conflicts Document Assembly Document Management Docketing Relationship Management Task Management Time Entry 32•bil SOL ProLaw Portal Drag and Drop Customization Outlook/GroupW ise/Notes Integration iManage/Oocs/Woridox Integration Marketing • Records Management Report Writer Legalex Rules 60 Seats - License Fees ProLaw Version 9 (Software 8 installation) $ 40,2'60.00 Additional license at $671/seat plus $134/processional/annum Annual Maintenance fee Additional Portal (web only) license al $295/each plus $59/professional/annum Annual Maintenance Fee TRAINING, CONVERSION AND CONSULTING SERVICES: SERVICE FEES' Front Office Administrative Training/Scoping (32 hours-$150/hour) $ 4,800.00 Includes 3-days on -site and 8 hours producing the Scoping Summary document Project Management (BO hours-$150/hour) 12,000.00 Front Office Consulting and Screen Design (120 hours-$150/hour) 18000.00 Front Office Training (80 hours•$150/hour) 12,000.00 Conversion (MS SOL 2000 database) . by bid ESTIMATED PRICE' (excludes expenses and any applicable lax) $ 87,060 :00 First Year Annual Maintenance Fee (12 months --unlimited hours) 8940.00 Second Year Annual Maintenance Fee (12 months --unlimited hours) 8940.00 Third Year Annual Maintenance Fee (12 months --unlimited hours) 8,040.00 Ancillary Expenses (Travel, Lodging, Per Diem -not to exceed) 25000.00 1. The number .of training and consulting days quoted is based upon similar sized organizations. Additional days may be required and charged to Customer depending upon the final implementation of the system. 2. Costs quoted do not include travel and reimbursable expenses. Prolaw does not charge for travel time. THOMSON' ELITE SERVICES AGREEMENT This Agreement is entered into this day of , 2005 (but effective as of , 2005) by and between the City of Miami, a municipal corporation of the State of Florida ("City") and West Publishing Corp., dba, ProLaw Software, a foreign corporation authorized to transact business in Florida ("Provider"). RECITAL A. The City desires to "piggyback" from the California State University System RFP 40549 ("RFP") and Agreement No. 40549 for the provision of ProLaw GC, Training Conversion and Consulting Services. ("Services") and Provider's proposal ("Proposal"), in response thereto, has been selected as the most qualified proposal for the provision of the Services. The Agreement, RFP and the Proposal are sometimes referred to herein, collectively, as the Solicitation Documents, and are by this reference incorporated into and made a part of this Agreement providing, however, that in the event of any conflict between this Agreement and the Solicitation Documents this Agreement will prevail. B. The Commission of the City of Miami, by Resolution No. , adopted on , 2005, approved the selection of Provider and authorized the City Manager to execute a contract, under the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, Provider and the City agree as follows: TERMS 1. RECITALS: The recitals are true and correct and are hereby incorporated into and made a part of this Agreement. Agreement No. K-05-297 2. TERM: The term of this Agreement shall be for a term of three (3) years, commencing on the effective date hereof. 3. SCOPE OF SERVICE: A. Provider agrees to provide the Services as specifically described and set forth in Attachment "A" hereto, which by this reference is incorporated into and made a part of this Agreement. B. Provider represents and warrants to the City that: (i) it possesses all qualifications, licenses and expertise required under the Solicitation Documents for the performance of the Services; (ii) it is not delinquent in the payment of any sums due the City, including payment of permit fees, occupational licenses, etc., nor in the performance of any obligations to the City; (iii) all personnel assigned to perform the Services are and shall be, at all times during the term hereof, fully qualified and trained to perform the tasks assigned to each; and (iv) the Services will be performed in the manner described in Attachment "A". 4. COMPENSATION: Provider shall be paid the following charges: A sum which is guaranteed not to exceed the cumulative amount of $150,000.00. 5. OWNERSHIP OF DOCUMENTS: Provider understands and agrees that any information, document, report or any other material whatsoever which is given by the City to Provider or which is otherwise obtained or prepared by Provider pursuant to or under the terms of this Agreement is and shall at all times remain the property of the City. Provider agrees not to use any such information, document, report or material for any other purpose whatsoever without the written consent of City, which may be withheld or conditioned by the City in its sole discretion. Failure to submit any document requested by the City within seven (7) calendar days Agreement No. K-05-297 2 will, at the option of the City, constitute a default of the Agreement and shall be cause for the City to withhold payments until documents are delivered. 6. AUDIT RIGHTS: A. The City may, at reasonable times, and for a period of up to three (3) years following the date of final payment by the City to Provider under this Agreement, audit, or cause to be audited, those books and records of Provider which are related to Provider's performance under this Agreement. Provider agrees to maintain all such books and records at its principal place of business for a period of three (3) years after final payment is made under this Agreement. 7. AWARD OF AGREEMENT: Provider represents and warrants to the City that it has not employed or retained any person or company employed by the City to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any person any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the award of this Agreement. 8. PUBLIC RECORDS: Provider understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable law. Provider's failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement by the City. 9. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS: Provider understands that agreements between private entities and local governments are subject to certain laws and regulations, including laws pertaining to public records, conflict of interest, record Agreement No. K-05-297 3 keeping, disclosures, etc. City and Provider agree to comply with and observe all applicable laws, codes and ordinances as they may be amended from time to time. 10. INDEMNIFICATION: Provider shall indemnify, defend and hold harmless the City and its officials, employees and agents (collectively referred to as "Indemnitees") and each of them from and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees) or liabilities (collectively referred to as "Liabilities") by reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of, resulting from, or in connection with: (i) the performance or non-performance of the services contemplated by this Agreement which is or is alleged to be directly or indirectly caused, in whole or in part, by any act, omission, default or negligence (whether active or passive) of Provider or its employees, agents or subcontractors (collectively referred to as "Provider"), regardless of whether it is, or is alleged to be, caused in whole or part (whether individual, joint, concurrent or contributing) by any act, omission, default or negligence (whether active or passive) of the Indemnitees, or any of them or (ii) the failure of the Provider to comply with any of the paragraphs herein or the failure of the Provider to conform to statutes, ordinances, or other regulations or requirements of any governmental authority, federal or state, in connection with the performance of this Agreement. Provider expressly agrees to indemnify and hold harmless the. Indemnitees, or any of them, from and against all liabilities which .may be asserted by an employee or former employee of Provider, or any of its subcontractors, as provided above, for which the Provider's liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation or similar laws. This section shall survive the termination of the Contract. Agreement No. K-05-297 4 11. DEFAULT: If Provider fails to comply with any term or condition of this Agreement, or fails to perform any of its obligations hereunder, then Provider shall be in default. Upon the occurrence of a default hereunder the City, in addition to all remedies available to it by law, may immediately, upon written notice to Provider, terminate this Agreement whereupon all payments, advances, or other compensation paid by the City to Provider while Provider was in default shall be immediately returned to the City. Provider understands and agrees that termination of this Agreement under this section shall not release Provider from any obligation accruing prior to the effective date of termination. Should Provider be unable or unwilling to commence to perform the Services within the time provided or contemplated herein, then, in addition to the foregoing, Provider shall be liable to the City for all expenses incurred by the City in preparation and negotiation of this Agreement, as well as all costs and expenses incurred by the City in the re - procurement of the Services, including consequential and incidental damages. 12. RESOLUTION OF CONTRACT DISPUTES: Provider understands and agrees that all disputes between Provider and the City based upon an alleged violation of the terms of this Agreement by the City shall be submitted to the City Manager for his/her resolution, prior to Provider being entitled to seek judicial relief in connection therewith. In the event that the amount of compensation hereunder exceeds $25,000.00, the City Manager's decision shall be approved or disapproved by the City Commission. Provider shall not be entitled to seek judicial relief unless: (i) it has first received City Manager's written decision, approved by the City Commission if the amount of compensation hereunder exceeds $25,000.00, or (ii) a period of sixty (60) days has expired, after submitting to the City Manager a detailed statement of the dispute, accompanied by all supporting documentation (90 days if City Manager's decision is Agreement No. K-05-297 5 subject to City Commission approval); or (iii) City has waived compliance with the procedure set forth in this section by written instruments, signed by the City Manager. 13. CITY'S TERMINATION RIGHTS: A. The City shall have the right to terminate this Agreement, in its sole discretion, at any time, by giving written notice to Provider at least five (5) business days prior to the effective date of such termination. In such event, the City shall pay to Provider compensation for services rendered and expenses incurred prior to the effective date of termination. In no event shall the City be liable to Provider for any additional compensation, other than that provided herein, or for any consequential or incidental damages. B. The City shall have the right to terminate this Agreement, without notice to Provider, upon the occurrence of an event of default hereunder. In such event, the City shall not be obligated to pay any amounts to Provider and Provider shall reimburse to the City all amounts received while Provider was in default under this Agreement. 14. INSURANCE: Provider shall, at all times during the term hereof, maintain such insurance coverage as may be required by the City's Risk Management Administrator. The minimum amounts and types of Insurance required are reflected in Attachment "B", which is deemed as being incorporated by reference herein. All such insurance, including renewals, shall be subject to the approval of the City's Risk Management Administrator for adequacy of protection and evidence of such coverage shall be furnished to the City on Certificates of Insurance indicating such insurance to be in force and effect and providing that it will not be canceled during the performance of the services under this contract without thirty (30) calendar days prior written notice to the City. Completed Certificates of Insurance shall be filed with the Agreement No. K-05-297 City prior to the performance of services hereunder, provided, however, that Provider shall at any time upon request file duplicate copies of the policies of such insurance with the City. If, in the judgment of the City's Risk Management Administrator, prevailing conditions warrant the provision by Provider of additional liability insurance coverage or coverage which is different in kind, the City reserves the right to require the provision by Provider of an amount of coverage different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should the Provider fail or refuse to satisfy the requirement of changed coverage within thirty (30) days following the City's written notice, this Contract shall be considered terminated on the date that the required change in policy coverage would otherwise take effect. 15. NONDISCRIMINATION: Provider represents and warrants to the City that Provider does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with Provider's performance under this Agreement on account of race, color, sex, religion, age, handicap, marital status or national origin. Provider further covenants that no otherwise qualified individual shall, solely by reason of his/her race, color, sex, religion, age, handicap, marital status or national origin, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 16. ASSIGNMENT: This Agreement shall not be assigned by Provider, in whole or in part, without the prior written consent of the City Commission, which may be withheld or conditioned, in the City Commission's sole discretion. 17. NOTICES: All notices or other communications required under this Agreement shall be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other Agreement No. K-05-297 7 address as a party may designate by notice given as herein provided. Notice shall be deemed given on the day on which personally delivered; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. TO PROVIDER: TO THE CITY: West Publishing Corp., dba ProLaw Software Toad E. Sherrill Sr. Vice President- Finance 1520 Tramway NE Albuquerque, NM 87112 18. MISCELLANEOUS PROVISIONS: A. City of Miami Purchasing Department 444 SW 2"d Avenue, 6th Floor Miami, FL 33130 and City of Miami City Attorney 444 SW 2"d Avenue, Suite #945 Miami, Fl. 33130 Attn. Julie O. Bru, Deputy City Attorney This Agreement shall be construed and enforced according to the laws of the State of Florida. Venue in any legal proceedings shall be Miami -Dade County, Florida. In order to expedite the conclusion of any litigation between them involving this agreement the parties mutually waive their right to demand a jury trial and/or file permissive counterclaims in such civil actions B. Title and paragraph headings are for convenient reference and are not a part of this Agreement. C. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. D. Should any provision, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise Agreement No. K-05-297 8 unenforceable under the laws of the State of Florida, Miami -Dade County, or the City of Miami, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect or limitation of its use. E. This Agreement constitutes the sole and entire agreement between the parties hereto. No modification or amendment hereto shall be valid unless in writing and executed by properly authorized representatives of the parties hereto. 19. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. 20. INDEPENDENT CONTRACTOR: Provider has been procured and is being engaged to provide services to the City as an independent contractor, and not as an agent or employee of the City. Accordingly, Provider shall not attain, nor be entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the City, nor any rights generally afforded classified or unclassified employees. Provider further understands that Florida Workers' Compensation benefits available to employees of the City are not available to Provider, and agrees to provide workers' compensation insurance for any employee or agent of Provider rendering services to the City under this Agreement. 21. CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and the Agreement is subject to amendment or termination due to lack of funds, reduction of funds and/or change in regulations, upon thirty (30) days notice. Agreement No. K-05-297 9 22. REAFIRMATION OF REPRESENTATIONS: Provider hereby reaffirms all of the representations contained in the Solicitation Documents. 23. ENTIRE AGREEMENT: This instrument and its attachments constitute the sole and only agreement of the parties relating to the subject matter hereof and correctly set forth the rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. 24. COUNTERPARTS: This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute one and the same agreement. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. "City" CITY OF MIAMI, a municipal ATTEST: corporation Priscilla A. Thompson, City Clerk ATTEST: By: Joe Arriola, City Manager "Provider" West Publishing Corp. dba Prolaw Software By: By: Print Name: Print Name: Title: Corporate Secretary Title: President (Affix Corporate Seal) Agreement No. K-05-297 10 APPROVED AS TO FORM AND CORRECTNESS: APPROVED AS TO INSURANCE REQUIREMENTS: Jorge ernandez 44 '" Dania F. Carrillo ity A to ey Risk Management Administrator Agreement No. K-05-297 11 ATTACHMENT "A" STATE OF CALIFORNIA AGREEMENT NUMBER 40549 Agreement No. K-05-297 12 ATTACHMENT "B" INSURANCE REQUIREMENTS Provider shall furnish to City of Miami, c/o Purchasing Department, 444 SW 2nd Avenue, 6th Floor, Miami, Florida 33130, Certificate(s) of Insurance which indicate that insurance coverage has been obtained which meets the requirements as outlined below: A. Worker's Compensation Insurance for all employees of provider as required by Florida Statute 440. B. Public Liability Insurance on a comprehensive basis in an amount not less than $300,000.00 combined single limit per occurrence for bodily injury and property damage to include products and completed operations. The City of Miami must be shown as an additional insured with respect to this coverage. C. Professional Liability Insurance in an amount not less than $100,000 per occurrence with a deductible per claim not to exceed ten percent (10%) of the limit of liability. The City needs to be named as additional insured. BINDERS ARE UNACCEPTABLE. The insurance coverage required shall include those classifications, as listed in standard liability insurance manuals, which most nearly reflect the operations of provider. All insurance policies required above shall be issued by companies authorized to do business under the laws of the State of Florida, with the following qualifications: The Company must be rated no less than "A" as to management, and no less than "Class V" as to financial strength, by the latest edition of Best's Key Rating Insurance Guide or acceptance of insurance company which holds a valid Florida Certificate of Authority issued by the State of Florida, Department of Insurance, and are members of the Florida Guarantee Fund. Certificates will indicate no modification or change in insurance shall be made without thirty (30) days written advance notice to the certificate holder. NOTE: The CONTRACT NUMBER AND TITLE MUST APPEAR ON EACH CERTIFICATE. Compliance with the foregoing requirements shall not relieve Provider of their liability and obligation under this section or under any other section of this Agreement. Provider shall be responsible for assuring that the insurance certificates required in conjunction with this Section remain in force for the duration of the contractual period; including any and all option terms that may be granted. Agreement No. K-05-297 13 --If insurance certificates are scheduled to expire during the contractual period, Provider shall be responsible for submitting new or renewed insurance certificates to the City at a minimum of ten (10) calendar days in advance of such expiration. --In the event that expired certificates are not replaced with new or renewed certificates which cover the contractual period, the City shall: A) Suspend the contract until such time as the new or renewed certificates are received by the City in the manner prescribed in the Request for Proposals. The City may, at its sole discretion, terminate this contract for cause and seek re - procurement damages from the Provider in conjunction with the General Terms and Conditions of the Request for Proposal. Agreement No. K-05-297 14