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Deckard Technologies Inc - FY2022-069 (Replaced by FY2022-074) MASTER PROFESSIONAL SERVICES AGREEMENT This Master Professional Services Agreement (the "Agreement") is made and entered into as of May 1, 2022 (the "Effective Date") by and between Deckard Technologies, Inc , a Delaware corporation ("Deckard"), having its principal offices located at 1620 5th Avenue, Suite 400, San Diego, CA 92101 and the City of Rancho Palos Verdes, a California general law city ("Client"), having its principal offices at 30940 Hawthorne Blvd Rancho Palos Verdes, CA 90275-5391 RECITALS WHEREAS, Deckard provides advanced data analytics and technology solutions for real estate through its proprietary Rentalscape platform (the "Platform"), WHEREAS, the Platform is designed to manage all aspects of short-term rental activity including identification of rentals, monitoring rental activity, handling complaints, permitting, and transient occupancy tax collection WHEREAS, Client desires to engage Deckard to perform the services described in the Statement of Work (SOW) attached to this Agreement in accordance with the terms and conditions hereof, NOW THEREFORE, the parties hereby agree as follows 1 Statements of Work 1 1 Client hereby retains Deckard and Deckard hereby agrees to use the Platform to perform certain data analytics services (the "Services"), which shall be specified in writing in statement(s) of work executed by the parties hereto (each an "SOW') The SOW for the initial Services to be performed by Deckard is attached hereto as Exhibit A, and incorporated herein by reference Each subsequent SOW shall be signed by both parties and shall set forth, upon terms mutually agreeable to the parties, the specific Services to be performed by Deckard, the time line and schedule for the performance of such Services and the compensation to be paid by Client to Deckard for the provision of such Services, as well as any other relevant terms and conditions If an SOW includes the development of specific work product, the specifications of such work product shall be set forth on the relevant SOW The parties shall attach a copy of each Statement of Work to this Agreement and each such SOW shall be incorporated herein by reference Any changes to an SOW shall be in writing, executed by each party (each a "Change Order"), attached to the original SOW and incorporated therein and attached hereto as part of Exhibit A All such executed SOWs and Change Orders are subject to the terms and conditions of this Agreement, are incorporated herein, and made a part hereof In the event of any conflict between the terms of this Agreement and any SOW or Change Order the terms of this Agreement shall control 1 2 Deckard agrees to apply Deckard's best efforts to the performance of Services under this Agreement competently and professionally, and will deliver the work product as set forth in the applicable SOW Deckard shall devote such time and attention to the performance of Deckard's duties under this Agreement, both within and outside normal working hours, as shall reasonably be required by Client, or as customary in the software industry 01203 0005/785114 2 DocuSign Envelope ID El8EE577-AB28-44E6-M95-E91143A1AAE3 2 Performance of Services In carrying out the Services, Deckard shall at all times fully comply with any and all applicable codes, laws and regulations and, if applicable, the rules of the site at which the Services are performed Deckard shall provide a project manager who shall oversee the day-to-day performance of the Services and ensure the orderly performance of the Services consistent with each SOW and this Agreement Deckard's project manager shall reasonably cooperate with Client's project manager and keep him or her apprised of the day-to- day progress of the work 3 Fees 3 1 Client shall pay all fees in the amount and in the time periods set forth in the applicable SOW In no event shall the fees payable to Deckard hereunder exceed any maximum amount set out in the SOW Client shall reimburse Deckard for actual and reasonable expenses incurred in performing the Services that are set forth in an SOW or otherwise approved in advance by Client, including meals, incidental expenses, and reasonable travel costs incurred for travel in such amounts as authorized by the Federal or specified State or local travel regulations Original receipts must be presented with any invoice for such costs and/or expenses and Deckard shall attest that the costs and/or expenses are actual and allocated to the Services 3 2 Deckard agrees to use commercially reasonable efforts to ensure that invoices comply with the form, timeliness and any supporting certification requirements that are provided to Deckard by Client in writing from time to time during the Term Unless otherwise specified in an SOW, Client shall pay all invoices within 45 days of Client's receipt of such invoice 4 Taxes Deckard acknowledges that, as an independent contractor, Deckard may be required by law to make payments against estimated income or other taxes due federal, state and other governments Deckard agrees to bear any and all expenses, including legal and professional fees, increased taxes, penalties and interest that Deckard or Client may incur as a result of any attempt to challenge or invalidate Deckard's status as an independent contractor, and Deckard agrees to defend, and hold Client harmless from any liability thereon 5 Term and Termination 5 1 The term of this Agreement ("Term") shall commence on the Effective Date and shall continue in force and effect for a period of one year, the Term may be renewed thereafter for additional periods of one year each by mutual written agreement of the parties, unless terminated by either party by giving written notice of termination to the other party not less than 60 days before the end of the then-current period Termination shall have no effect on Client's obligation to pay the applicable labor rate with respect to Services rendered prior to the effective date of termination 5 2 Termination This Agreement shall be terminated as follows 5 2 1 By either party by giving the other party 60 days prior written notice, provided that, such termination shall not be effective until each and every SOW then outstanding shall have been fully performed in accordance with the terms and conditions of the SOW 01203 0005/785114 2 DocuSign Envelope ID E18EE577-AB28-44E6-AA95-E91143A1AAE3 5 2 2 Upon the entering into or filing by or against either party of a petition, arrangement, or proceeding seeking an order for relief under the bankruptcy laws of the United States, a receivership for any of the assets of the other party, an assignment for the benefit of its creditors, or the dissolution, liquidation, or insolvency of the other party 5 2 3 Client may terminate this Agreement or any SOW if Deckard materially breaches this Agreement or the applicable SOW and fails to cure such breach to Client's reasonable satisfaction within 30 days of Deckard receipt of written notice thereof 5 3 Post Termination Obligations Upon the expiration or termination of this Agreement or any SOW for any reason, Deckard shall (i) carry out an orderly winding down of the affected work, (ii) deliver to Client the applicable work/deliverables not previously delivered in its then current form and any documents or other information in whatever manner related thereto, (iii) return any property of the Client then in Deckard's possession, and (iv) submit a final invoice to Client for any Services performed prior to the date of such termination and as otherwise permitted by this Agreement Client shall pay Deckard those amounts due for Services performed up to the date of termination 6 Cooperation Deckard expressly agrees that it shall reasonably cooperate with and assist Client in (a) responding to any inquiry or claim by or from any Federal, State or local government agency regarding the performance of this Agreement, and/or (b) exercising any rights that Client may have to pursue any remedies available to it under any applicable Federal, State or local law or regulation 7 Deckard Personnel Deckard shall perform all Services in a professional and workmanlike manner by individuals qualified to perform the Services Deckard may, at its discretion, subcontract with other companies or individuals to carry out some part of the Services, provided that Deckard shall remain responsible for the oversight of all work performed 8 Relationship of the Parties Deckard is, and at all times during the term of this Agreement shall be, an independent contractor of Client Deckard shall not represent to any Client customer or other person or entity that it has any right, power or authority to create any contract or obligation, either express or implied, on behalf of, or binding upon Client or to any way modify the terms and conditions of any SOW This Agreement shall not create or in any way be interpreted to create a partnership, joint venture, or formal business organization of any kind between the parties 9 Representations and Warranties 9 1 Deckard represents and warrants that 9 1 1 Deckard shall perform all Services in a competent, professional, workman- like manner and in accordance with the governing SOW and any applicable industry and/or professional standards, 9 1 2 It has the legal right and authority to enter into this Agreement and perform the Services under any SOW under which it agrees to perform Services, 01203 0005/785114 2 DocuSign Envelope ID El8EE577-AB28-44E6-AA95-E91143A1AAE3 9 1 3 Upon execution by an authorized representative, this Agreement will be a binding agreement, enforceable against Deckard in accordance with its terms, and 9 1 4 Entering into this Agreement or performing work under a particular SOW shall not violate any agreement (written or implied)with any third party 9 2 Client represents and warrants that 9 2 1 It has the legal right and authority to enter into this Agreement and to deliver the Data to Deckard to perform the Services, 9 2 2 Upon execution by an authorized representative, the Agreement will be a binding Agreement, enforceable against Client in accordance with its terms, and 9 2 3 Entering into this Agreement or performing work under a particular SOW shall not violate any agreement (written or implied) with any third party These warranties shall survive inspection, acceptance, and payment and are in addition to all other warranties expressed or implied by law 10 Nondisclosure of Confidential Information During the performance of this Agreement certain proprietary, technical and financial information may be disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") and shall be deemed proprietary if marked with a conspicuous legend identifying it as proprietary or confidential information ("Confidential Information"), to the extent allowable by the California Public Records Act, and any other applicable law The Receiving Party shall not use less than the same efforts to prevent the disclosure of Confidential Information received hereunder as is used to protect its own Confidential Information, and in no event, however, less than a reasonable degree of care Disclosure of Confidential Information received hereunder shall be restricted to those individuals who are directly participating in the performance of the Services under this Agreement Confidential Information shall not include information that the Receiving Party can demonstrate by competent evidence is (a) rightfully known to the Receiving Party without obligations of non- disclosure, prior to receipt of such information from the Disclosing Party, (b) independently developed by the Receiving Party without the benefit or use of the Confidential Information furnished by the Disclosing Party, or obtained in good faith from a third party having no obligation to keep such information confidential, or (c) publicly known through no breach of this Agreement Receiving Party may disclose Confidential Information when required by operation of law or pursuant to the order of a governmental agency, but only upon prior written notice to the other party to allow the other party the opportunity to take appropriate legal measures to protect the Confidential Information The parties acknowledge that any unauthorized use or disclosure of the Confidential Information may cause irreparable damage to the other Party, for which there is no adequate remedy at law, and shall entitle the other Party to obtain immediate injunctive relief without any requirement to post bond, in addition to all other available remedies 11 Liability Limitations, Disclaimer IN NO EVENT SHALL EITHER PARTY OR ITS RESPECTIVE EMPLOYEES, REPRESENTATIVES OR SUBSIDIARIES BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, PUNITIVE, INCIDENTAL OR SPECIAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES THE TOTAL LIABILITY 01203 0005/785114 2 DocuSign Envelope ID El8EE577-AB28-44E6-AA95-E91143A1AAE3 OF CLIENT ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY CLIENT TO DECKARD UNDER THIS AGREEMENT 12 Indemnification To the full extent permitted by law, Deckard agrees to indemnify, defend, and hold harmless Client that are finally awarded by a court of competent jurisdiction (including reasonable attorneys' fees) as a result of (a) injury or death to persons, or loss of or damage to property caused by the acts of Deckard or its agents, (b) a claim that the Services infringe the intellectual property rights of any third, and (c) any violation by Deckard, its employees, agents, representatives or any person or entity acting on its behalf of any, Federal, State and/or local law, or regulation Deckard shall be entitled to assume control of the settlement, compromise, negotiation and defense of any claim, and in such case, Deckard shall not enter into any settlement of any claim or action that adversely affects Client's business or interests without its prior approval, which shall not be unreasonably withheld or delayed The indemnity obligation shall be binding on successors and assigns of Deckard and shall survive termination of this Agreement 13 Insurance 13 1 Insurance Coverages Without limiting Deckard's indemnification of Client, and prior to commencement of any services under this Agreement, Deckard shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to Client 13 1 1 General liability insurance Deckard shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage The policy must include contractual liability that has not been amended Any endorsement restricting standard ISO "insured contract" language will not be accepted 1312 Automobile liability insurance Deckard shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Deckard arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non- owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident 1313 Professional liability (errors & omissions) insurance Deckard shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of$1,000,000 per claim and in the aggregate Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Deckard agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement 1314 Workers' compensation insurance Deckard shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least $1,000,000) 131 5 Subcontractors Deckard shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each 01203 0005/785114 2 DocuSign Envelope ID El 8EE577-AB2844E6-AA95-E91143A1AAE3 subcontractor All coverages for subcontractors shall include all of the requirements stated herein 13 1 6 Proof of insurance Deckard shall provide certificates of insurance to Client as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation Insurance certificates and endorsements must be approved by Client's Risk Manager prior to commencement of performance Current certification of insurance shall be kept on file with Client at all times during the term of this Agreement Client reserves the right to require complete, certified copies of all required insurance policies, at any time 13 1 7 Duration of coverage Deckard shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Deckard, its agents, representatives, employees or subcontractors 13 1 8 Notice of cancellation Deckard agrees to oblige its insurance agent or broker and insurers to provide to Client with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage 13 1 9 Additional insured status General liability policies shall provide or be endorsed to provide that Client and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies This provision shall also apply to any excess/umbrella liability policies 13 1 10 Prohibition of undisclosed coverage limitations None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to Client and approved of in writing 13 1 11 Timely notice of claims Deckard shall give Client prompt and timely notice of claims made or suits instituted that arise out of or result from Deckard's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies 14 Proprietary Rights The results of the Services delivered to Client in the form delivered to Client, including all reports, technical communications, drawings, records, charts, or other materials originated or prepared by Deckard for Client in performing the Services (all of the foregoing, collectively, the "Work Product") shall be the property of Client, and Deckard hereby assigns all rights to such Work Product to Client Without limiting the generality of the foregoing and subject to Deckard's confidentiality obligations under this Agreement, Client acknowledges that the Work Product will include the aggregation and analysis of certain publicly available data and agrees that nothing contained in this Agreement shall be interpreted to prohibit Deckard from using its technology and other intellectual property to analyze the same or similar publicly available information for third parties In addition, to the extent that Deckard incorporates any Deckard Property (as defined below), including any pre-existing or copyrighted work of Deckard into the Work Product, such Deckard Property shall remain the property of Deckard Deckard grants to Client a perpetual, royalty-free, irrevocable, worldwide, non-exclusive license to use such Deckard Property in connection with exercising the rights of ownership granted to Client under this Agreement In addition, nothing herein shall grant to Client any rights in the Platform 01203 0005/785114 2 DocuSign Envelope ID El8EE577-AB28-44E6-AA95-E91143A1AAE3 or any other proprietary technologies and intellectual property used by Deckard in preparing any Work Product ("Deckard Property") 15 Governing Law This Agreement and all disputes relating to this Agreement shall be governed by the laws of the State of California, except as to any provisions of this Agreement that are properly governed by the laws of the United States All controversies or disputes arising out of this Agreement shall be heard in either the state or federal courts sitting in San Diego County, California 16 Assignment Deckard shall not assign, transfer or sell its rights or obligations under the Agreement without Client's prior written consent, which shall not be unreasonably withheld, provided that such consent shall not be required if the assignment is in connection with the sale of all or substantially all of Deckard's business to which this Agreement relates, whether by merger, sale of stock, sale of assets or otherwise 17 Severability, Survival If any part, term, or provision of the Agreement is held invalid or unenforceable for any reason, the remainder of the Agreement shall continue in full force and effect as if the Agreement has been executed with the invalid portion thereof eliminated Upon termination or expiration of this Agreement, the terms and conditions set out in Sections 5 4, 8, and 10 through 22 will survive such termination 18 Waiver of Breach The waiver of a breach of the Agreement or the failure of a party to exercise any right under the Agreement shall in no event constitute a waiver of any other breach, whether similar or dissimilar in nature, or prevent the exercise of any right under the Agreement 19 Force Majeure Neither party shall be liable for any failure to perform, or delay in performing, any of its obligations hereunder due to causes beyond its reasonable control, and without the fault or negligence of that party Such causes shall include, without limitation, Acts of God, acts of civil or military authority, fire, flood, epidemic, pandemic, quarantine, freight embargo, civil commotion or acts of war, declared or undeclared 20 Compliance with Laws Each party agrees to comply with all applicable local, state, and federal laws and executive orders and regulations issued pursuant thereto and agrees to defend, indemnify, and hold the other party harmless from any claim, suit, loss, cost, damage, expense (including reasonable attorney's fees), or liability by reason of the other party's violation of this provision 21 Dispute Resolution In the event of a claim or dispute between the parties arising under this Agreement, such claim or dispute shall be settled by mutual agreement between the senior management of the parties If an agreement is not reached within a reasonable time, except as otherwise provided in this section, any dispute concerning the terms and conditions of this Agreement may be resolved by pursuing any right or remedy available at law or in equity in accordance with this Agreement Deckard shall, at all times, proceed diligently with the performance of the Services hereunder Notwithstanding the above, Client's contract with a governmental entity may include a disputes clause under FAR 52 233-01 (the "Disputes Clause"), pursuant to which a prime contractor may pursue certain procedures in the event of a dispute between the customer and Client with respect to questions of law or fact relating to the government contract In such case, all Deckard claims, controversies or disputes concerning matters that are subject to the Disputes Clause of the government contract shall be governed solely by such 01203 0005/785114 2 DocuSign Envelope ID E18EE577 AB28-44E6-AA95-E91143A1AAE3 disputes clause Deckard shall be responsible for providing any and all certifications required by law or Client to enable Client or its customer to verify, support, or confirm such certifications Both parties agree that the occurrence of a dispute under the Disputes Clause shall not interfere with either party's performance or other obligations under this Agreement 22 Entire Agreement This Agreement and each SOW issued hereunder represent the entire understanding and agreement between the parties hereto and supersede all other prior written or oral agreements made by or on behalf of Client or Deckard In the event of a conflict between the terms and conditions of this Agreement and any SOW, the Agreement shall control, unless the SOW expressly provides that it is intended to modify the Agreement Deckard's proposals shall not be part of this Agreement unless specifically referenced in the SOW and agreed to in writing by Client This Agreement may be modified only by written agreement signed by the authorized representatives of the parties 23 Communications and Notices Other than communications required to be made by Deckard's project manager to Client's project manager, all notices, orders, directives, requests or other communications of the parties in connection with this Agreement shall be in writing and shall be provided as follows In the case of Client City of Ranch Palos Verdes 30940 Hawthorne Boulevard Rancho Palos Verdes, CA 90275 Attn Rudy Montoy, or such other person as may be designated by the Director of Community Development In the case of Deckard 24 Media and/or Logo Use Client agrees that Deckard shall have the right to use Client's name and logo on website, marketing materials and advertisements In addition, Client and Deckard will work together to identify appropriate testimonials to promote Rentalscape and to generate announcements, press engagements and public speaking events with respect to the benefits of the Services Client shall have the right to revoke Deckard's right to use its name and logo by providing Deckard with 30 days' advance written notice Upon the expiration or termination of this Agreement the rights set forth in this Section 23 shall terminate [Signature Page Follows] 01203 0005/785114 2 DocuSign Envelope ID El8EE577-AB28-44E6-AA95-E91143A1AAE3 IN WITNESS WHEREOF, Deckard and Client have each caused this Agreement to be executed by their duly authorized representatives, effective as of the dates indicated below DECKARD TECHNOLOGIES, INC CLIENT ned by LDoc9 Id Dt4S Ra No By 8C1C64FD6Es7489 By Nickolas Del Pego Print Name Print Name Ara M Mihranian Date 4/22/2022 Date 114.6 • ZZ, Title CEO Title City Manager APPROVED AS TO FORM Aleshire &Wynder By Ze)ditieC''` Z/ William W Wynder, City Aftorney 01203 0005/785114 2 EXHIBIT A STATEMENT OF WORK This Statement of Work ("SOW') is incorporated into the Master Services Agreement between Deckard Technologies, Inc and City of Rancho Palos Verdes dated _May 1, 2022 (the "Master Agreement") Capitalized terms used in this SOW will have the same meaning as set forth in the Agreement 1 Short Term Rental Service Client desires to engage Deckard to use the Platform to prepare real estate property value assessments for short-term rentals ("STRs") on all identifiable properties within the Designated Geography based upon publicly available data and such other data relevant to the Designated Geography to be provided to Deckard by Client (the "Reports") The Reports shall at a minimum 1 1 How many STRs are currently active in the Designated Geography, 1 2 The aggregate revenue from actively listed bookings, 1 3 The average number of nights booked per reservation, 1 4 The platforms used by STR hosts, 1 5 Average daily rates, 1 6 Booking trends during the Reporting Period, 1 7 Identify, by address, the following violations of STR ordinances within the Designated Geography, 1 7 1 Listings or advertisements that do not include an STR permit number, 1 7 2 Listings or advertisements that represent or offer occupancy in excess of the occupancy maximums in the Designated Geography, and 1 7 3 Properties advertised as STRs that are only permitted as long term rentals, 1 8 Identify the actively listed STRs by month and address, 1 9 The total number of properties actively listed in the Designated Geography each month during the Reporting Period, 1 10 List the property owners, and 1 11 List the permit history of each property offering STRs in the Designated Geography 2 Designated Geography City of Rancho Palos Verdes, CA 01203 0005/785114 2 DocuSign Envelope ID E18EE577 AB28-44E6-AA95-E91143A1AAE3 3 Reporting Period Reports are available in the Rentalscape Platform 4 Fees, Payments PROPERTY IDENTIFICATION I PRICE • Estimated 30 new properties per property per year • Identify property address 8 address • Identify property owner address INCLUDED MONITORING AND REPORTING • Estimated 50 properties per property per year • Real-time reporting of all new listings 8 daily calendar monrtorng • FufureCast"' Identify future bootrngs as they we made on the rental platform • Automatic identification of violations $3.000 • Daly calendar monitoring (yell OUTREACH CAMPAIGN I • Letter campaign to inform SIR owners/hosts about Chapter 17 Violation • All letter templates will receive City approval Pre-campaign • Campaign rachides one Introductory letter and two additional escalation letters if necessary $2.500 REPORTING AND ANALYSIS I • Dynamic reporting offering multiple ad hoc reports INCLUDED • Fitters allowing users to focus on specific segments of the SIR population DEDICATED ACCOUNT MANAGER f • Single Pont of Contact for city staff for all matters INCLUDED • Ensures the city e following Industry best practices • Shepherds the implementation process from start to flash • Periodic meetings/cab throughout the fife of the account UNLIMITED ACCOUNTS AND TRAINING SESSIONS • No Enid on the number of Rentalscape user accounts INCLUDED • No per-session training costs TOTAL YEAR ONE $5.500 4 1 Maximum Price In no event will the total fees exceed $5,500 in the first year Updated fees will be provided for each agreement extension 4 2 Timing Client will pay the annual subscription fees within 15 days of receipt of invoices from Deckard 01203 00051785114 2 DocuSign Envelope ID El8EE577-AB28-44E6-AA95-E91143A1AAE3 IN WITNESS WHEREOF, Deckard and Client have each caused this Agreement to be executed by their duly authorized representatives, effective as of the dates indicated below DECKARD TECHNOLOGIES, INC CLIENT oxasgnea by CM '.S Va Pel By 8C1C134FNEB7489 By Nickolas Del Pego Print Name Print Name Ara M Mihranian Date 4/22/2022 Date 4• /'1-02Z Title CEO Title City Manager APPROVED AS TO FORM Aleshire &Wynder By b)ifilleki"1 411e-Th William W Wynder, City Attorney 01203 0005/785114 2