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SHORT FORM SERVICES AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND OFFICE SOLUTIONS BUSINESS PRODUCTS & SERVICES, LLC DBA BLUESPACE INTERIORS THIS AGREEMENT is entered into by and between the CITY OF NATIONAL CITY, a municipal corporation ("CITY"), and OFFICE SOLUTIONS BUSINESS PRODUCTS & SERVICES, LLC DBA BLUESPACE INTERIORS, a limited liability corporation ("CONTRACTOR"). NOW,THEREFORE,CITY agrees to engage CONTRACTOR to perform the services set forth herein in accordance with the following terms and conditions: 1. DESCRIPTION OF SERVICES. CONTRACTOR shall provide services as outlined in attached Exhibit"A"(Q167086-R3). 2. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement shall not become effective and binding until fully executed by both the CITY and CONTRACTOR. The duration of this Agreement is from the effective date through completion of installation based on manufacturer shipment dates of product as outlined in Exhibit"A"(Q167086-R3). 3. COMPENSATION. The total compensation to CONTRACTOR for providing the services set forth herein shall not exceed a one-time cost of$29,804.71. The compensation for CONTRACTOR'S work shall be based upon and not exceed the rates given in Exhibit "A" (the labor rates)without prior written authorization from CITY. 4. PAYMENT SCHEDULE. CITY will make a 50%deposit payment at time of order and remaining 50%within thirty(30)days of receiving billing statement for the satisfactorily completed services of CONTRACTOR. 5. ACCEPTABILITY OF WORK. The CITY shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance, and/or the compensation payable to the CONTRACTOR. 6. INDEPENDENT CONTRACTOR. It is agreed that CONTRACTOR is an independent CONTRACTOR, and all persons working for or under the direction of CONTRACTOR are CONTRACTOR's agents, servants, and employees, and said persons shall not be deemed agents, servants, or employees of CITY. 7. DRUG FREE WORKPLACE. The CONTRACTOR agrees to comply with the CITY's Drug-Free Workplace requirements.Every person awarded a contract by the CITY for the provision of services shall certify to the CITY that it will provide a drug-free workplace. Any Standard Short Form Agreement Page 1 of 7 City of National City and Revised January 2024 Bluespace Interiors subcontract entered into by the CONTRACTOR pursuant to this Agreement shall contain this provision. 8. NON-DISCRIMINATION PROVISIONS. The CONTRACTOR shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONTRACTOR will take positive action to insure that applicants are employed without regard to their age,race,color,ancestry,religion,sex,sexual orientation,marital status,national origin,physical handicap, or medical condition. Such action shall include,but not be limited to, the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONTRACTOR agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 9. INDEMNIFICATION AND HOLD HARMLESS. To the maximum extent provided by law,the CONTRACTOR agrees to defend, indemnify and hold harmless the City of National City, its officers,officials, agents, employees, and volunteers against and from any and all liability,loss,damages to property,injuries to,or death of any person or persons,and all claims, demands,suits,actions,proceedings,reasonable attorneys' fees,and defense costs,of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONTRACTOR's performance or other obligations under this Agreement; provided, however, that this indemnification and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the CITY,its agents, officers, employees, or volunteers. CITY will cooperate reasonably in the defense of any action, and CONTRACTOR shall employ competent counsel,reasonably acceptable to the City Attorney. The indemnity, defense, and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 10. EMPLOYEE PAYMENTS AND INDEMNIFICATION. 10.1 PERS Eligibility Indemnification, If CONTRACTOR's employee(s) providing services under this Agreement claims,or is determined by a court of competent jurisdiction or the California Public Employees Retirement System("PERS")to be eligible for enrollment in PERS of the CITY,CONTRACTOR shall indemnify, defend,and hold harmless CITY for the payment of any employer and employee contributions for PERS benefits on behalf of the employee as well as for payment of any penalties and interest on such contributions which would otherwise be the responsibility of the CITY. CONTRACTOR's employees providing service under this Agreement shall not: (1) qualify for any compensation and benefit under PERS; (2) be entitled to any benefits under PERS; (3) enroll in PERS as an employee of CITY; (4) receive any employer contributions paid by CITY for PERS benefits; or(5)be entitled to any other PERS-related benefit that would accrue to a CITY employee. CONTRACTOR's employees hereby waive any claims to benefits or compensation described in this Section 10. This Section 10 applies to CONTRACTOR Standard Short Form Agreement Page 2 of 7 City of National City and Revised January 2024 Bluespace Interiors notwithstanding any other agency, state, or federal policy, rule, regulation, law, or ordinance to the contrary. 10.2 Limitation of CITY Liability. The payment made to CONTRACTOR under this Agreement shall be the full and complete compensation to which CONTRACTOR and CONTRACTOR's officers,employees, agents,and subcontractors are entitled for performance of any work under this Agreement. Neither CONTRACTOR nor CONTRACTOR's officers, employees, agents, and subcontractors are entitled to any salary or wages, or retirement, health, leave,or other fringe benefits applicable to CITY employees.The CITY will not make any federal or state tax withholdings on behalf of CONTRACTOR.The CITY shall not be required to pay any workers' compensation insurance on behalf of CONTRACTOR. 10.3 Indemnification for Employee Payments. CONTRACTOR agrees to defend and indemnify the CITY for any obligation, claim, suit, or demand for tax, retirement contribution including any contribution to PERS, social security, salary or wages, overtime payment, or workers' compensation payment which the CITY may be required to make on behalf of (1) CONTRACTOR,(2)any employee of CONTRACTOR, or(3)any employee of CONTRACTOR construed to be an employee of the CITY, for work performed under this Agreement. This is a continuing obligation that survives the termination of this Agreement. 11. INSURANCE. CONTRACTOR shall obtain: A. ❑ If checked, Professional Liability Insurance(errors and omissions) with minimum limits of$1,000,000 per occurrence. B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of$1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non-owned, and hired vehicles. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds,and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance,with minimum limits of either $2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 umbrella policy, covering all bodily injury and property damage arising out of its operations,work,or performance under this Agreement.The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this"project"or"location". The"project"or"location"should be noted with specificity on an endorsement that shall be incorporated into the policy. D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONTRACTOR'S employees and employers' liability insurance with limits of at least$1,000,000 per accident. In addition,the policy shall be endorsed with a waiver of subrogation in favor of the CITY. Said endorsement shall be provided prior to commencement of work under this Agreement. If CONTRACTOR has no employees subject to the California Workers' Compensation and Labor laws, CONTRACTOR shall execute a Declaration to that effect. Said Declaration shall be provided to CONTRACTOR by CITY. Standard Short Form Agreement Page 3 of 7 City of National City and Revised January 2024 Biuespace Interiors E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers,employees,and volunteers,so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty(30)days prior written notice to the CITY's Risk Manager,at the address listed in subsection G below,of cancellation or material change. F. Said policies, except for the professional liability and workers' compensation policies,shall name the CITY and its officers,agents,employees, and volunteers as additional insureds,and separate additional insured endorsements shall be provided. G. The Certificate Holder for all policies of insurance required by this Section shall be: City of National City do Risk Manager 1243 National City Boulevard National City,CA 91950-4397 H. If required insurance coverage is provided on a "claims made"rather than "occurrence" form, the CONTRACTOR shall maintain such insurance coverage for three years after expiration of the term(and any extensions)of this Agreement. In addition, the"retro" date must be on or before the date of this Agreement. I. Insurance shall be written with only insurers authorized to conduct business in California which hold a current policy holder's alphabetic and financial size category rating of not less than A:VII according to the current Best's Key Rating Guide, or a company of equal financial stability that is approved by the City's Risk Manager. In the event coverage is provided by non-admitted "surplus lines" carriers, they must be included on the most recent List of Approved Surplus Line Insurers("LASLI")and otherwise meet rating requirements. J. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with,are filed with,and approved by the CITY's Risk Manager.If the CONTRACTOR does not keep all insurance policies required by this Section 11 in full force and effect at all times during the term of this Agreement, the CITY may treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. K. All deductibles and self-insured retentions in excess of ten-thousand dollars ($10,000)must be disclosed to and approved by the CITY. CITY reserves the right to modify the insurance requirements of this Section 11, including limits, based on the nature of the risk, prior experience, insurer,coverage, or other special circumstances. L. If the CONTRACTOR maintains broader coverage or higher limits (or both)than the minimum limits shown above,the CITY shall be entitled to the broader coverage or higher limits (or both) maintained by the CONTRACTOR. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY. 12. TERMINATION. CITY may terminate this Agreement at any time by providing one(1)day's written notice to CONTRACTOR. 13. BUSINESS LICENSE. CONTRACTOR must possess or shall obtain a business license from the National City Finance Department before beginning work. Standard Short Form Agreement Page 4 of 7 City of National City and Revised January 2024 Bluespace Interiors 14. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages rates apply to all public works contracts as set forth in California Labor Code,including but not limited to, Sections 1720, 1720.2, 1720.3, 1720.4,and 1771.CONTRACTOR is solely responsible to determine if state prevailing wage rates apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 15. ADMINISTRATIVE PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday,or federal,state,or legal holiday,then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday,or federal,state,or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original,but all of which,together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein,the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto,to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes.To the extent any exhibits,schedules, or provisions thereof conflict or are inconsistent with the terms and conditions contained in this Agreement,the terms and conditions of this Agreement will control. F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Assignment&Assumption of Rights. CONTRACTOR shall not assign this Agreement, in whole or in part, to any other party without first obtaining the written consent of CITY. H. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. I. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. The venue for any legal action arising under this Agreement shall be in either state or federal court in the County of San Diego, State of California. The CONTRACTOR shall comply with all laws, including federal, state, and local laws,whether now in force or subsequently enacted. J. Audit. if this Agreement exceeds ten-thousand dollars($10,000),the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under the Agreement,per Government Code Section 8546.7. K. Entire Agreement. This Agreement supersedes any prior agreements, negotiations, and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof.No subsequent agreement,representation,or promise made Standard Short Form Agreement Page 5 of 7 City of National City and Revised January 2024 Bluespace Interiors by either party hereto,or by or to an employee,officer,agent,or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. L. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. M. Subcontractors or Subconsultants. The CITY is engaging the services of the CONTRACTOR identified in this Agreement. The CONTRACTOR shall not subcontract any portion of the work, unless such subcontracting was part of the original proposal or is allowed by the CITY. In the event any portion of the work under this Agreement is subcontracted, the subcontractor(s) shall be required to comply with and agree to, for the benefit of and in favor of the CITY, both the insurance provisions in Section 11 and the indemnification and hold harmless provision of Section 9 of this Agreement. N. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii)each party has actively participated in the drafting,preparation and negotiation of this Agreement, (iii)each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year written below. CITY OF NATIONAL CITY OFFICE SOLUTIONS BUSINESS PRODUCTS & SERVICES, LLC DBA By: (22,--------------) BLUESPACE INTERIORS (Corporation—signatures of two corporate officers required) (Partnership or Sole proprietorship—one signature) Benjamin A. Martinez City Mana er By. Date: I a 0 , 2(1 (Name) Ce ( N (Title) Vic Au, - Date: lc))iddra,Y APPROVED AS TO FORM: /J By: By: `�h' ' =- Barry J. Schultz (Name) Rotw U. /MONA City Attorney (Title) ,am ►l Date: Date: loth/60 I/ Standard Short Form Agreement Page 6 of 7 City of National City and Revised January 2024 Bluespace Interiors by either party hereto,or by or to an employee,officer,agent,or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. L. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. M. Subcontractors or Subconsultants.The CITY is engaging the services of the CONTRACTOR identified in this Agreement. The CONTRACTOR shall not subcontract any portion of the work,unless such subcontracting was part of the original proposal or is allowed by the CITY. In the event any portion of the work under this Agreement is subcontracted, the subcontractor(s) shall be required to comply with and agree to, for the benefit of and in favor of the CITY,both the insurance provisions in Section 11 and the indemnification and hold harmless provision of Section 9 of this Agreement. N. Construction. The parties acknowledge and agree that(i) each party is of equal bargaining strength, (ii)each party has actively participated in the drafting,preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement,or any portions hereof,or any amendments hereto. IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the date and year written below. CITY OF NATIONAL CITY OFFICE SOLUTIONS BUSINESS PRODUCTS& SERVICES,LLC DBA BLUESPACE INTERIORS (Corporation—signatures of two corporate officers required) (Partnership or roprietorship—one signature) By: Benjamin A. Martinez • er City Mana B . Y�_. Date: It 61 VI (Name) ,0(Title)p o6i MAME NA Date:A t —/c3 -2'/ APPROVED AS TOfI' i ( FORM: By: By: Barry J. ultz (Name) City Attorney (Title) Date: /2/7/t,' Date: Standard Short Form Agreement Page 6 of 7 City of National City and Revised January 2024 Bluespace Interiors CONTACT INFORMATION CITY OF NATIONAL CITY OFFICE SOLUTIONS BUSINESS 1243 National City Boulevard PRODUCTS & SERVICES,LLC BDA National City,CA 91950-4397 BLUESPACE INTERIORS 23303 La Palma Ave., Phone: (619)336-4351 Yorba Linda,CA 92887 Contact: Samuel Marrinan Title: Building Official Phone: (949)280-1106/(714)312-3755 Dep.: Building Division Fax: Email: smarinnan@nationalcityca.gov Contact: Samantha Mudd Title: Manager,New Business Development Email: samantha@bluespaceinteriors.com Taxpayer I.D.No.: Standard Short Form Agreement Page 7 of 7 City of National City and Revised January 2024 Bluespace Interiors T {! `� y f Sys/� CALIFORN1A � ��" , ?arc aio irss} i + ,� va'�'. 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A Furniture Quotation bluespace interiors bluespace 23303 La Palma Ave. Workstations&Private Office Yorba Linda CA 92887 ^` T F a I a C 5 858-945-1635 Prepared For: Sarah Esendencia Quote Date: 10/18/2024 Page 1 of 8 City of National City Valid Thru: 11/15/2024 Time: 8:24:07AM 1243 National City Blvd. Sold By: Jenna Christianson National City CA 91950 Quote#Q167086 R4 Prep.By: Karina Guevara 619.336.4227 Workstations R4 10.15.20243p4 sesendenciaCtnationalcity.gov Lead Time=8-9 Weeks/Some finishes TBD/Amnia Contract Hon#8191804 Line# Qty Part Description Sell Extended Sell private Office 1 2 Bookcase Laminate Top 34-1/2W x 12-5/8D $172.22 $344.44 Select Laminate Grd L2 Standard Laminates $(L2STD) Select Grade 2 Laminate Finish Fawn Cypress ,LFCI 2 2 Brigade Bookcase 4-Shelf 12-5/8D x 34-1/2W x 59H $294.30 $588.60 Select Paint Color P1 Paint Opts f(P1) Select Grade 1 Paint Charcoal .s 3 1 36H Double Pedestal Medium $713.70 $713.70 Paint Grade Options P1 Paint Opts $(PI) Select Grade 1 Paint Textured Charcoal •P7A 4 1 Angled steel leg 29H 2-pack $200.25 $200.25 Select Paint Color Select P1 Paint $(P1) Select Grade 1 Paint Charcoal s 5 1 30"D x 28"H 0-Leg Support for Wksf(single leg) $221.85 $221.85 Select Paint Color P1 Paint Opts $(PI) Select Grade I Paint Charcoal •s 6 1 60"W External Stiffener $70.20 $70.20 Select Color Option Black •P 7 1 36x56 Soft Rectangle Top w/Flat Edge $322.65 $322.65 Select Grommet Color No Grommet •" Laminate Grade Options Grd 12 Standard Laminate s(L2STD) Select Grade 2 Laminate Finish Fawn Cypress .LFC1 Prepared For: Sarah Esendencia Quote Date: 10/18/2024 Page 2 of 8 City of National City Valid Thru: 11/15/2024 Time: 8:24:07AM 1243 National City Blvd. Sold By: Jenne Christianson National City CA 91950 Quote#Q167086-R4 Prep.By: Karina Guevara 619.336.4227 Workstations R4 10.1S.2024.sp4 6esendencia(Tnationalcity.gov Lead Time=8-9 Weeks/Some finishes TaD/Omnia Contract Hon#12191804 Line# Qty Part Description Sell Extended Sell Select Edgebard Color Fawn Cypress .FC 8 1 Voi 30"D x 72"W Rectangle Worksurface $306.45 $306.45 Select Laminate Grd L2 Standard Laminates $(L2STD) Select Top Laminate Color Fawn Cypress .L.FC1 Select Edge Color Fawn Cypress FC Select Grommet No Grommets .x 9 1 24"D x 28"Box/Box/File Pedestal Support $495.00 $495.00 Select Chassis Laminate Finish Grd L2 Standard Laminates $( ) Select Grade 2 Laminate Finish Fawn Cypress .LFC1 Select Diva Front Lam Finish Grd L2 Standard Laminates S(L2STD) Select Grade 2 Laminate Finish Fawn Cypress .LFC1 Select Pull Color Black .P 10 1 Voi 24"D x 42"W Rectangle Worksurface $182.70 $182.70 Select Laminate Grd L2 Standard Laminates ffL2STD> Select Top Laminate Color Fawn Cypress .LFC1 Select Edge Color Fawn Cypress FC Select Grommet Grommets •G Select Grommet Color Charcoal S Sub Total Sell $3,445.84 W orkstatiopg 11 2 4B"W External Stiffener $62.10 $124.20 Select Color Option Black .P 12 2 30"D End-Panel Supports: Freestanding $100.84 $201.68 Select Paint Color Skipped Option 13 6 Half Hgt 14Hx66W Mod Pnl $99.13 $594.78 Prepared For: Sarah Esendencia Quote Date: 10/18/2024 Page 3 of 8 City of National City Valid Thru: 11/15/2024 Time: 8:24:07AM 1243 National City Blvd. Sold By: Jenna Christianson National City CA 91950 Quote#Q167086 R4 Prep.By: Karina Guevara 619.336.4227 Workstations R4 10.15.2024.sp4 SesendenciaCoinationalcity,gov Lead Time=8-9 Weeks/Some finishes TB°/Omaha Contract Hon#R191804 Line# Qty Part Description Sell Extended Sell Select Paint Color Skipped Option ••• 14 1 Flat File 5-Drawer,Steel.41.5D x 53.5W x 16.5H. For 48 x 36 $2,152.94 $2,152.94 Media. No Base Shipping Option Skipped Option ••• 15 1 42"H Wing Middle Connector Kit $96.73 $96.73 Select Paint Grade 1 $(P1) Select Grade 1 Paint Charcoal .s 16 2 Abound Finished End Painted 42" $41.85 $83.70 Select Paint Color P1 Paint Opts $(P1) Select Grade 1 Paint Charcoal .S 17 1 Abound Wall Starter-Painted 65" $84.04 $84.04 Select Paint Color P1 Paint Opts S(P1) Select Grade 1 Paint Charcoal .s 18 1 Spanning End-of-Run and"L"Connector Kit $36.36 $36.36 Select Paint Grade 1 $(P1) Select Grade 1 Paint Muslin • 19 1 Wing Middle Attachment Brackets $42.19 $42.19 Select Paint Grade 1 $(PI) Select Grade 1 Paint Muslin 'T3 20 4 Panel Frame 42H x 30W $117.31 $469.24 Select Paint Color Pi Paint Opts $(P1) Select Grade 1 Paint Charcoal .s 21 6 Gallery Panel Wall Start 50"H $45.96 $275.76 Select Paint Grade 1 f(P1) Select Grade 1 Paint Charcoal .S 22 4 Abound Top Cap Trim 30"W $21.61 $86.44 Prepared For: Sarah Esendencia Quote Date: 10/18/2024 Page 4 of 8 City of National City Valid Thru: 11/15/2024 Time: 8:24:07AM 1243 National City Blvd. Sold By: Jenna Christianson National City CA 91950 Quote#Q167086-R4 Prep.By: Karina Guevara 619.336.4227 workstations R4 10.15.2024.sp4 sesendencia Olnationaicity.gov Lead Time=8-9 Weeks/Some finishes TBD/Omnia Contract Hon#R191804 Line# Qty Part Description Sell Extended Sell Select Paint Color P1 Paint Opts $(P1) Select Grade 1 Paint Charcoal .s 23 2 Wall Starter Kit for Panels 50H $44.25 $88.50 Select Paint Color P1 Paint Opts $(P1) Select Grade 1 Paint Loft •LOFT 24 16 30"D End-Panel Supports:Freestanding $100.84 $1,613.44 Select Paint Color P1 Paint Opts $(PI) Select Grade 1 Paint Charcoal •S 25 8 Contain 15x24 Pedestal Cushion $94.67 $757.36 Select Upholstery for P5EAT24 Grd 1 Uph $(1) Grd 1 Uph Emphasis .EMP Emphasis Navy 13 26 1 12"x 12"storage cube $183.60 $183.60 Select Paint Color P1 Paint Opts $(PI) Select Grade 1 Paint Charcoal .5 27 8 Laminate Tile 37.5H X 30W $175.62 $1,404.96 Select Laminate Grd L2 Standard Laminates $(L2STD) Select Grade 2 laminate Finish Fawn Cypress .LFC1 Select Edge Color Fawn Cypress .Fc 28 2 Systems Red Wksfc Edgeband 30D x 60W No Grom $243.87 $487.74 Select Laminate Grd L2 Standard Laminates $(L25TD) Select Grade 2 Laminate Finish Fawn Cypress .LFC1 Select Edgeband Color Fawn Cypress .rC 29 6 Systems Red Wksfc Edgeband 30D x 66W No Grom $259.65 $1,557.90 Select Laminate Grd L2 Standard Laminates $(L2STD) Prepared For: Sarah Esendencia Quote Date: 10/18/2024 Page 5 of 8 City of National City Valid Thru: 11/15/2024 Time: 8:24:07AM 1243 National City Blvd. Sold By: Jenna Christianson National City CA 91950 Quote#Q167086-R4 Prep.By: Karina Guevara 619.336.4227 Workstations R4 10.15.2024.sp4 sesendenciaCanationa lcity.gov Lead Time=8-9 Weeks/Some finishes TBD/Omnia Contract Hon i1R191804 Line# Qty Part Description Sell Extended Sell Select Grade 2 Laminate Finish Fawn Cypress .LFC1 Select Edgeband Color Fawn Cypress .FC 30 1 Voi 30"D x 48"W Rectangle Worksurface $211.50 $211.50 Select Laminate Grd L2 Standard Laminates S(L2STD) Select Top laminate Color Fawn Cypress .LFC1 Select Edge Color Fawn Cypress FC Select Grommet No Grommets •x 31 6 50"H Gallery Panel x 39 W $284.00 $1,704.00 Select Laminate Grd L2 Standard Laminates S(L25TD) Select Grade 2 Laminate Finish Fawn Cypress .LFC1 Select Edgeband Color Fawn Cypress .FC Select Grain Horizontal Grain/Solid LamOnly .VLG Select Glide Glides .G 32 1 57.5"H Gallery Panel x 30"W $268.23 $268.23 Laminate selection Grd L2 Standard Laminates $(L2sm) Select Grade 2 Laminate Finish Fawn Cypress .LFC1 Select Edgeband Color Fawn Cypress .FC Select Grain Horizontal Grain/Solid LamOnly .VLG Select Glide Glides .G 33 1 57.5"H Gallery Panel x 33"W $282.63 $282.63 Laminate Selection Grd L2 Standard Laminates S(L2STo) Select Grade 2 Laminate Finish Fawn Cypress .LFC1 Select Edgeband Color Fawn Cypress .FC Select Grain Horizontal Grain/Solid LamOnly .VLG Select Glide Glides .G Prepared For: Sarah Esendenda Quote Date: 10/18/2024 Page 6 of 8 City of National City Valid Thru: 11/15/2024 Time: 8:24:07AM 1243 National City Blvd. Sold By: Jenna Christianson National City CA 91950 Quote#Q167086-R4 Prep.By: Karina Guevara 619.336.4227 Workstations R4 10.15.2024.sp4 Pst'ndencia(alnationalcitv.00v Lead Time=8-9 Weeks/Some finishes TBD/Omnia Contract Hon.P'R191804 Line# Qty Part Description Sell Extended Sell 34 2 GalleryTackboard 15Hx30W $116.28 $232.56 Fabric Selection Grd A Fabric $(A) Grd A Fab Appoint .APN Select Appoint Fabric Color Jet 27 Select Paint Grade 1 $(P1) Select Grade 1 Paint Charcoal .s 35 6 GalleryTackboard 15Hx36W $127.25 $763.50 Fabric Selection Grd A Fabric $(A) Grd A Fab Appoint .APN Select Appoint Fabric Color Jet 27 Select Paint Grade 1 $(P1) Select Grade 1 Paint Charcoal .s 36 1 14.25Dx66Wx14H Overhead Cab-4 Doors w/6"Cubbie $877.05 $877.05 Select Laminate Grd Ll Standard Laminates $(L1STD) Select Grade 1 Laminate Finish Charcoal .s Select Door MatedaVColor Grade 1-Laminate $(1) Select Laminate Finish Charcoal .s Select Bracket Wall Bracket .w 37 1 14.25Dx66Wx14H Overhead Cab-4 Doors w/6"Cubbie $804.15 $804.15 Select Laminate Grd Li Standard Laminates $(L1STD) Select Grade 1 Laminate Finish Charcoal .s Select Door MateriaVColor Grade 1-Laminate $(1) Select Laminate Finish Charcoal .s Select Bracket No Brackets •x 38 8 Fuse 23"D 6"Box 12"File Mobile Pedestal $385.86 $3,086.88 Prepared For: Sarah Esendencia Quote Date: 10/18/2024 Page 7 of 8 City of National City Valid Thru: 11/15/2024 Time: 8:24:07AM 1243 National City Blvd. Sold By: Jenna Christianson National City CA 91950 Quote#Q167086-R4 Prep.By: Karina Guevara 619.336.4227 Workstations R4 10.15.2024.5p4 ceseodenCialu nationalcitv,aov Lead Time=8-9 Weeks/Some finishes TBD/Omnia Contract Hon#R191804 line# Qty Part Description Sell Extended Sell Select Pull Type Linear .L Select Pull Color Black P Select Case Paint Color Select Grade 1 Paint Opts $(P1) Select Grade 1 Paint Textured Charcoal .P7A Select Front Paint Color Select Grade 1 Paint Opts $(P1) Select Grade 1 Paint Textured Charcoal .P7A Select Lock Option Lock .L 39 1 12x15x12 storage cube,cabinet right hand door $150.30 $150.30 Select Drwr Chassis Lam Finish Grd L2 Standard Laminates $(1.2STD) Select Grade 2 Laminate Finish Fawn Cypress .LFC1 Select Drwr Front Lam Finish Grd L2 Standard Laminates $(L25TD) Select Grade 2 Laminate Finish Fawn Cypress .LFC1 Select Paint Color Select P1 Paint $(P1) Select Grade 1 Paint Charcoal •s Select Pull Color Black .P 40 3 Electrical Power Harness 30W 3-1&2-2 Systems $96.04 $288.12 41 1 Circuit 1 $20.58 $20.58 Select Color Charcoal •5 42 1 Circuit 3 $20.58 $20.58 Select Color Charcoal .s 43 1 Base In-Feed Cable Base 3-1&2-2 Systems $107.36 $107.36 Sub Total Sell $19,159.00 Assembly/Set in Place(Prevailing Wage) $4,490.00 $4,490.00 Project Management Fee $339.07 $339.07 Sales Tax,8.750% $2,370.80 $2,370.80 Prepared For: Sarah Esendencia Quote Date: 10/18/2024 Page 8 of 8 City of National City Valid Thru: 11/15/2024 Tme: 8:24:07AM 1243 National City Blvd. Sold By: Jenna Christianson National City CA 91950 Quote#Q167086 R4 Prep.By: Karina Guevara 619.336.4227 workstations R4 10.15.2024.sp4 5esendencia Ctnationalcityyov Lead Time=8-9 Weeks/Some finishes TBD/Omnia Contract Hon#R291804 Line# Qty Part Description Sell Extended Sell Total Sell: $29,804.71 There are NO refunds, returns,cancellations or exchange privileges on Special Orders. All orders over$7,500.00 require a 50%deposit. Balance due is subject to normal payment terms and based on approved credit. Please review all specifications carefully before ordering and initial each page of this quotation. Some orders may require additional time due to production schedules and may exceed the time quoted. bluespace interiors cannot guarantee delivery from manufacturers by a certain date.A quoted date is an estimate and not a condition of sale. Installation and delivery to be performed during normal business hours unless otherwise quoted. Inside delivery and set up requires the receiving area to be prepared for the furniture installation. It is Customer's responsibility that the site be clean and free of debris prior to installation. An additional charge will be incurred if the area is not ready for delivery. Delays caused by the customer requiring storage will be billed at the current monthly pallet rate. In the event bluespace interiors'personnel remove or assist in removing existing furniture or equipment not provided in this proposal, Customer shall pay for this Service at the current rate and be separately invoiced.The decision to repair or replace any damaged or defective merchandise will be made by bluespace interiors and or the manufacturer. A late charge of 1.5% per month will be assessed on delinquent balances. In the event of any default in payment, purchaser shall pay all attorney fees and/or other collection costs equal to 25%of the remaining balance,which the parties agree are reasonable,whether or not litigation is initiated. Acceptance of this proposal indicates acceptance of the above terms and conditions. Approved by: Name Title Date: AGREEMENT FOR LEGAL SERVICES BY AND BETWEEN THE CITY OF NATIONAL CITY AND DEVANEY PATE MORRIS & CAMERON, LLP THIS AGREEMENT FOR LEGAL SERVICES (the "Agreement") is made as of the 1st day of August, 2024, between the CITY OF NATIONAL CITY, a municipal corporation, (the "CITY")and DEVANEY PATE MORRIS&CAMERON,LLP(the"FIRM"). This Agreement sets forth the parties' mutual understanding concerning legal services to be provided by the FIRM and the fee arrangement for said services. Article 1. Retainer. The CITY hereby retains the FIRM to assist in representing the CITY in connection with as-needed, general legal services regarding administrative appeal hearings, subject to this Agreement. Article 2. Effective Date and Term. This Agreement shall be effective on August 1, 2024, through August 31, 2025. This Agreement may be terminated at any time by either party with sixty(60)days' written notice to the other. Notice of termination by the FIRM shall be given to the City Attorney. Article 3. Scope of Services. FIRM shall provide, as-needed, general legal services regarding administrative appeal hearings,including the following:represent the CITY in all phases of administrative appeal hearings relating to the denial, suspension and/or revocation of massage establishment permits. Compensation for these administrative appeal hearing services shall be as set forth in Article 4 of this Agreement. Article 4. Compensation. Compensation paid under this Agreement shall be in accordance with the rate schedule attached as Exhibit"A"to this Agreement. A. The FIRM shall not use more than one attorney for the same specific task without the CITY'S approval. The FIRM may use the minimum number of attorneys for this engagement consistent with good professional practice after consulting with and obtaining approval by the CITY. B. The FIRM shall keep the CITY advised monthly as to the level of attorney hours and client services performed under Article 3. C. The CITY has appropriated or otherwise duly authorized the payment of an amount not-to- exceed $25,000 for the Services identified in Article 3. In no event shall the total fees plus out-of-pocket disbursements exceed this amount without written authorization of the CITY. D. The CITY further agrees to reimburse the FIRM, in accordance with the procedures set forth in this Article, for telephone, fax, mail, messengers, federal express deliveries, document 2024 Agreement Page 1 of 8 City of National City and Legal Services Devaney Pate Morris&Cameron,LLP 4884-7885-8464,v. 1 Docusign Envelope ID:3AE7UA59-EE7U-413E3-9ALE-91-1747731 US3 reproduction, client-requested clerical overtime, lodging, and similar out-of-pocket expenses charged by the FIRM as a standard practice to its clients generally, with the exception of meals. In any billing for disbursements, the FIRM shall provide the CITY with a statement breaking down the amounts by category of expense. The following items shall not be reimbursed,unless the CITY has specifically agreed otherwise: (1) Word Processing, clerical or secretarial charges, whether expressed as a dollar disbursement or time charge. (2) Storage of open or closed files, rent, electricity, local telephone, postage, receipts or transmission of telecopier documents, or any other items traditionally associated with overhead. (3) Photocopy charges in excess of$.15 (fifteen cents) per page. (4) Auto mileage rates in excess of the rate approved by the Internal Revenue Service for income tax purposes. (5) Secretarial overtime. Where case requirements demand overtime, the CITY will consider reimbursement on a case-by-case basis. The CITY will not reimburse overtime incurred for the convenience of the FIRM'S failure to meet deadlines known in advance. (6) Equipment, books, periodicals, research materials, Westlaw/Lexis or like items. (7) Express charges, overnight mail charges, messenger services or the like, without the CITY'S prior consent. The CITY expects these expenses to be incurred in emergency situations only. Where case necessity requires the use of these services, the CITY will consider reimbursement on a case-by-case basis. (8) Meals. (9) Late payment charge or interest. Due to the nature of the CITY'S payment process, the CITY will not pay any late charges or interest charges to bills. Every effort will be made to pay bills promptly. D. Bills from the FIRM should be submitted to Barry J. Schultz,City Attorney, 1243 National City Boulevard, National City, CA 91950-4301. The individual time and disbursement records customarily maintained by the FIRM for billing evaluation and review purposes shall be made available to the CITY in support of bills rendered by the FIRM. E. The FIRM agrees to forward to the CITY a statement of account for each one-month period of services under this Agreement, and the CITY agrees to compensate the FIRM on this basis. The FIRM will consult monthly with the CITY as to the number of attorney hours and client disbursements which have been incurred to date under this Agreement, and as to future expected levels of hours and disbursements. 2024 Agreement Page 2 of 8 City of National City and Legal Services Devaney Pate Morris&Cameron,LLP 4884-7885-8464,v.1 Docusign Envelope ID:3AE7UA59-EEJC-4l3E3-9AEE-91-1747731083 F. Billing Format. Each billing entry must be complete, discrete and appropriate. (1) Complete. (a) Each entry must name the person or persons involved. For instance, telephone calls must include the names of all participants. (b) The date the work was performed must be included. (c) The hours should be billed in .10 hour increments. (d) The specific task performed should be described, and the related work product should be reference("telephone call re: trial brief,""interview in preparation for deposition"). (e) The biller's professional capacity (partner, associate, paralegal, etc.) should be included. (2) Discrete: Each task must be set out as a discrete billing entry; neither narrative nor block billing is acceptable. (3) Appropriate. (a) The CITY does not pay for clerical support, administrative costs, overhead costs, outside expenses or excessive expenses. For example, the CITY will not pay for secretarial time, word processing time, air conditioning, rental of equipment, including computers, meals served at meetings,postage,online research,or the overhead costs of sending or receiving faxes. Neither will the CITY pay for outside expenses such as messenger delivery fees, outside photocopying, videotaping of depositions, investigative services, outside computer litigation support services, or overnight mail. (b) Due to the nature of the CITY'S payment process, the CITY will not pay any late charges. Every effort will be made to pay bills promptly. G. Staffing. Every legal matter should have a primarily responsible attorney and a paralegal assigned. Ultimately, staffing is a CITY decision, and the CITY'S representative may review staffing to insure that it is optimal to achieve the goals of the engagement at the least cost. (1) Paralegals are to be used to the maximum extent possible to enhance efficiency and cost-effectiveness. All tasks typically considered associate work should be considered for assignment to a paralegal. Written authorization from the CITY must be had before associate hours billed exceed paralegal hours billed. (2) Once an attorney is given primary responsibility for an engagement, that person should continue on the legal matter until the matter is concluded or the attorney leaves the FIRM. The CITY will not pay the costs of bringing a new attorney up to speed. (3) If more than one attorney is going to perform the same task, prior approval from the CITY must be had. This includes document review. 2024 Agreement Page 3 of 8 City of National City and Legal Services Devaney Pate Morris&Cameron,LLP 4884-7885-8464,v. 1 l)ocuslgn Envelope IL):3At/LAb3-LE(C-4bt3-9Att-yl-1141/31Uts3 Article 5. Independent Contractor. The FIRM shall perform services as an independent contractor. It is understood that this contract is for unique professional services. Accordingly,the duties specified in this Agreement may not be assigned or delegated by the FIRM without prior written consent of the CITY. Retention of the FIRM is based on the particular professional expertise of the individuals rendering the services required in the Scope of Services. Article 6. Confidentiality of Work. All work performed by the FIRM including but not limited to all drafts, data, correspondence, proposals, reports, and estimates compiled or composed by the FIRM pursuant to this Agreement is for the sole use of the CITY. All such work product shall be confidential and not released to any third party without the prior written consent of the CITY. Article 7. Compliance with Controlling Law. The FIRM shall comply with all applicable laws, ordinances, regulations, and policies of the federal, state, and local governments as they pertain to this Agreement. In addition, the FIRM shall comply immediately with any and all directives issued by the CITY or its authorized representatives under authority of any laws statutes, ordinances, rules, or regulations. The laws of the State of California shall govern and control the terms and conditions of this Agreement. Article 8. Acceptability of Work. The CITY shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement and the amount of compensation due. If the FIRM and the CITY cannot agree to the quality or acceptability of the work, the manner of performance, or the compensation payable to the FIRM in this Agreement,the CITY or the FIRM shall give to the other written notice. Within ten(10)business days,the FIRM and the CITY shall each prepare a report which supports their position and file the same with the other party. The CITY shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance or the compensation payable to the FIRM. Article 9. Indemnification. The FIRM agrees to indemnify, defend, and hold the CITY and its agents, officers, employees, and volunteers harmless from and against all claims asserted or liability established for damages or injuries to any person or property, including injury to the FIRM'S employees, agents, or officers,which arise from or are connected with or caused or claimed to be caused by the acts or omissions of the FIRM and its agents, officers, or employees in performing the work or other obligations under this Agreement,and all expenses of investigating and defending against same; provided, however, that this indemnification and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the CITY, its agents, officers, employees, or volunteers. Article 10. Insurance. The FIRM, at its sole cost and expense, shall purchase and maintain throughout the term of this Agreement, the following insurance policies: A. Professional Liability Insurance (errors and omissions) with minimum limits of$1,000,000 per claim. 2024 Agreement Page 4 of 8 City of National City and Legal Services Devaney Pate Morris&Camemn,LLP 4884-7885-8464,v. 1 Docusign Envelope ID:3AE7CA59-EE7C-4Bt3-9AtE-91-1747731 Utf3 B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, which insurance shall apply to all owned, non-owned and hired vehicles. C. Commercial General Liability Insurance, with minimum limits of either $2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 umbrella policy, covering all bodily injury and property damage arising out of its operations,work,or performance under this Agreement.The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to the "location". The "location" should be noted with specificity on an endorsement that shall be incorporated into the policy. D. Workers' Compensation Insurance requirement will be waived by the City if there are six (6) employees or fewer, consistent with state law. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers,officials, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY's Risk Manager, at the address listed in subsection G below, of cancellation or material change. F. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the FIRM shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. G. The Certificate Holder for all policies of insurance required by this Section shall be: City of National City c/o Risk Manager 1243 National City Boulevard National City, CA 91950-4397 H. Insurance shall be written with only insurers authorized to conduct business in California that hold a current policy holder's alphabetic and financial size category rating of not less than A:VII according to the current Best's Key Rating Guide, or a company of equal financial stability that is approved by the CITY'S Risk Manager. In the event coverage is provided by non- admitted "surplus lines" carriers, they must be included on the most recent List of Approved Surplus Line Insurers ("LASLI") and otherwise meet rating requirements. I. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY'S Risk Manager. If the FIRM does not keep all insurance policies required by this Article 10 in full force and effect at all times during the term of this Agreement, the CITY may treat the 2024 Agreement Page 5 of 8 City of National City and Legal Services Devaney Pate Morris&Cameron,LLP 4884-7885-8464,v. 1 uocusign tnveiope iu:JAL/l H5y tt/l:-,-ttst3-wAtt- r"I/4//31uns failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. J. All deductibles and self-insured retentions in excess of$10,000 must be disclosed to and approved by the CITY. CITY reserves the right to modify the insurance requirements of this Article, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. K. If the FIRM maintains broader coverage or higher limits (or both) than the minimum limits shown above, the CITY shall be entitled to the broader coverage or higher limits (or both) maintained by the FIRM. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY. Article 11. Drug Free Work Place. The FIRM agrees to comply with the CITY'S Drug-Free Workplace requirements. Every person awarded a contract by the CITY for the provision of services shall certify to the CITY that it will provide a drug-free workplace. Any subcontract entered into by the FIRM pursuant to this Agreement shall contain this provision. Article 12. Non-Discrimination Provisions. The FIRM shall not discriminate against any subcontractor, vendor, employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The FIRM will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The FIRM agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. Article 13. Notification of Change in Form. The FIRM has the right to effect changes in form including but not limited to: the change in form from a partnership to a professional law corporation; the change in form of any partner or partners from an individual or individuals to a professional law corporation; the change in form of any corporate partner or partners to any individual partners. The CITY shall be promptly notified in writing of any change in form. Article 14. Notices. In all cases where written notice is to be given under this Agreement, service shall be deemed sufficient if said notice is deposited in the United States mail, postage paid. When so given, such notice shall be effective from the date of mailing of the notice. Unless otherwise provided by notice in writing from the respective parties, notice to the Agency shall be addressed to: City Attorney City of National City 1243 National City Boulevard National City, CA 91950-4397 2024 Agreement Page 6 of 8 City of National City and Legal Services Devaney Pate Moms&Cameron,LLP 4884-7885-8464,v. 1 Docusign Envelope ID:3AE7UA59-Et7U-413t3-9Att-91-1/4//31tJit3 cc: Executive Assistant to the City Attorney City of National City 1243 National City Boulevard National City, CA 91950-4397 and to: bschultz�7a,nationalcityca.gov Leahm(a,nationalcityca.go v Notice to the FIRM shall be addressed to: Wendy L. House Devaney Pate Morris & Cameron, LLP 41955 Fourth Street, Suite 210 Temecula, CA 92590 Email: whouse(dpmclaw.com and to: asullivan@dpmclaw.com Idevaney a,dpmclaw.com Nothing contained in this Agreement shall preclude or render inoperative service or such notice in the manner provided by law. Article 15. Administrative Provisions. A. Time of Essence. Time is of the essence for each provision of this Agreement. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Headings. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. California Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of California. The venue for any legal action arising under this Agreement shall be in either state or federal court in the County of San Diego, State of California. E. Integrated Agreement. This Agreement including attachments and exhibits contains all of the agreements of the parties and all prior negotiations and agreements are merged 2024 Agreement Page 7 of 8 City of National City and Legal Services Devaney Pate Morris&Cameron,LLP 4884-7885-8464,v. 1 Docusign Envelope ID:3ALleAb9-tt/G-41it3-9Att-91-1/4//31Utf3 in this Agreement. This Agreement cannot be amended or modified except by written agreement, and mutually agreed upon by the CITY and the FIRM. F. Severability. The unenforceability,invalidity, or illegality of any provision of this Agreement shall not render the other provisions unenforceable, invalid, or illegal. G. Waiver. The failure of the CITY to enforce a particular condition or provision of this Agreement shall not constitute a waiver of that condition or provision or its enforceability. H. Conflict of Interest. During the term of this Agreement, the FIRM shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the CITY. This prohibition shall not preclude the CITY from expressly agreeing to a waiver of a potential conflict of interest under certain circumstances. I. No Obligations to Third Parties. Except as otherwise expressly provided herein,the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. J. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes.To the extent any exhibits,schedules, or provisions thereof conflict or are inconsistent with the terms and conditions contained in this Agreement, the terms and conditions of this Agreement shall control. K. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, and (iii) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY DEVANEY PATE MORRIS & CAMERON, LLP DocuSigned by: By: By:01.— LSLIt, • P Esq. Benjamin A. Marti ez 01'04710C93C4CD_. q Leslie E. Devaney, Partner City Manager Signed by: APPROVED AS TO FORM: By: —C24C6E3B4C7C4B3... , Esq. Wendy L. House, Responsible Attorney CfPL*6 By: Barry J. Sc It City Attorney 2024 Agreement Page 8 of 8 City of National City and Legal Services Devaney Pate Morris&Cameron,LLP 4884-7885-8464,v. 1 Locuslgn Envelope lu:SAEtUAn-tt(c;-4t3ts-Mtt-yr1/4 f:iluas Exhibit A DPfcDevaney Pate Morris&Cameronap September 17,2024 Barry Shultz, Esq. City Attorney CITY OF NATIONAL CITY 1243 National City Blvd. National City, California 91950 Re: Special Counsel Legal Services Agreement—Massage Administrative Appeals On behalf of Devaney Pate Morris&Cameron,LLP("DPMC"or the"Finn"),I am pleased to submit the Firm's proposal to provide special counsel legal services to the City of National City ("City") in connection with administrative appeal hearings involving the denial, non-renewal, suspension or revocation of Massage Establishment Permits issued by the City. Firm Introduction As the City is aware, DPMC is a local law firm whose mission is passionate public service and commitment to local cities such as National City. We currently provide City Attorney contract services to the City of Del Mar and a host of special purpose and college districts. Our team, a carefully selected and talented group of 11 lawyers,have a combined 200 years of complex public agency experience. Responsible Attorney Qualifications I will be the primary attorney assigned to perform this Scope of Work. I bring over 15 years of combined legal and public agency experience to my law practice. Currently, I serve as an Assistant City Attorney to the City of Del Mar, where I advise the City Council, Planning Commission,and staff on general municipal and public entity law,including government relations, the Brown Act, the California Public Records Act, the Fair Political Practices Commission regulations, the Political Reform Act,public contracts, conflicts of interest, campaign finance and elections law, administrative law, employment and personnel matters, the Health Insurance Portability and Accountability Act, code enforcement, land use, planning and zoning, the California Environmental Quality Act, public works, and prevailing wage laws and regulations. I also assist the Victor Valley Community College District and Pauma Valley Community Services District, and provide special counsel services to a number of other public agencies, such as the City of Encinitas, City of Vacaville, City of Oakland Public Ethics Commission, San Diego Community College District, and Chaffey Community College District. Additionally, I have assisted the Cities of San Marcos, Murrieta, and Lemon Grove in providing contract city attorney services, including representing San Marcos and Murrieta in administrative appeal hearings relating to the revocation, suspension and/or denial of permits to operate massage businesses. 41955 Fourth Street,Suite 210,Temecula,CA 92590 • T:(951) 262-4491 ■ F:(951) 262-4495■ DPMCIaw.com Docusign Envelope IL):3AE7UA59-Et/G-41bE3-9Att-9h1/4//31u233 Mr. Schultz, Esq.,City Attorney CITY OF NATIONAL CITY Special Counsel Legal Services Agreement—Massage Administrative Appeals September 17,2024 Page 2 of 2 Scope of Work The Scope of Work is focused on representing the City through all phases of an administrative appeal hearing involving the denial, non-renewal, suspension or revocation of Massage Establishment Permits issued by the City. Included in the Scope of Work will be a review of the City's record of documents and evidence, together with the appellant's record. I will also assist the City in preparing for and handling the administrative appeal hearing before a third-party administrative hearing officer. Compensation Our proposed fee is based on our 2024 hourly fee rate of$225/hour for my services. This rate reflects a combination of consulting and legal services. Our legal services would be subject to a not-to-exceed amount of$25,000 to be paid 30 days from receipt of an invoice approved by the City Attorney. I will proactively inform you no less than 60 days prior to when we near the capped legal services amount. I am open to discussing the amount based on the City's budget constraints and our collective thoughts on how much time will be involved. I look forward to working with the City of National City. Please see the attached City standard legal services contract for your consideration. Should you have any questions or wish to discuss further do not hesitate to contact me. Sincerely, DEVANEY PATE MORRIS & CAMERON LLP Wendy L. House Enclosure as noted