15-0701_WILSON TECH_Personal Services AgreementPERSONAL SERVICES AGREEMENT
THIS AGREEMENT is made, entered into, and shall become effective this 16t day of
July 2015, by and between the City of San Juan Capistrano (hereinafter referred to as the
"City") and WilsonTech (hereinafter referred to as the "Consultant").
RECITALS:
WHEREAS, City desires to retain the services of Consultant regarding the City's
Laserfiche program to provide the Laserfiche Software Assurance Plan (LSAP) to include
on-going licensing fees, software updates, technical support and maintenance; and,
WHEREAS, Consultant is qualified by virtue of experience, training, education and
expertise to accomplish such services.
NOW, THEREFORE, City and Consultant mutually agree as follows:
Section 1. Scope of Work.
The scope of work to be performed by the Consultant shall consist of those tasks as
set forth in Exhibit "A," attached and incorporated herein by reference. To the extent that
there are any conflicts between the provisions described in Exhibit "A" and those provisions
contained within this Agreement, the provisions in this Agreement shall control.
The Consultant's terms and conditions as set forth in Exhibit "B," attached and
incorporated herein by reference. To the extent that there are any conflicts between the
provisions described in Exhibit "B" and those provisions contained within this Agreement,
the provisions in this Agreement shall control.
Section 2. Term.
The term of this Agreement shall commence on the date hereof and shall continue
in full force and effect until June 30, 2020.
Section 3. Compensation.
3.1 Amount.
Total compensation for the services hereunder shall not exceed $35,495 for
the term of the agreement and as set forth in Exhibit "A," attached and incorporated herein
by reference.
3.2 Method of Payment.
Subject to Section 3.1, Consultant shall submit itemized invoices based on
total services and products set forth in Exhibit "A."
3.3 Records of Expenses â expenses shall not be reimbursed.
Section 4. Independent Contractor.
It is agreed that Consultant shall act and be an independent contractor and not an
agent or employee of City, and shall obtain no rights to any benefits which accrue to City's
employees.
Section 5. Limitations Upon Subcontracting and Assignment.
The experience, knowledge, capability and reputation of Consultant, its principals
and employees were a substantial inducement for City to enter into this Agreement.
Consultant shall not contract with any other entity to perform the services required without
written approval of the City. This Agreement may not be assigned, voluntarily or by
operation of law, without the prior written approval of the City. If Consultant is permitted to
subcontract any part of this Agreement by City, Consultant shall be responsible to City for
the acts and omissions of its subcontractor as it is for persons directly employed. Nothing
contained in this Agreement shall create any contractual relationships between any
subcontractor and City. All persons engaged in the work will be considered employees of
Consultant. City will deal directly with and will make all payments to Consultant.
Section 6. Changes to Scope of Work.
For extra work not part of this Agreement, a written authorization from City is
required prior to Consultant undertaking any extra work. In the event of a change in the
Scope of Work provided for in the contract documents as requested by the City, the Parties
hereto shall execute an addendum to this Agreement setting forth with particularity all
terms of the new agreement, including but not limited to any additional Consultant's fees.
Section 7. Familiarity with Work and/or Construction Site.
By executing this Agreement, Consultant warrants that: (1) it has investigated the
work to be performed; (2) if applicable, it has investigated the work site(s), and is aware of
all conditions there; and (3) it understands the facilities, difficulties and restrictions of the
work to be performed under this Agreement. Should Consultant discover any latent or
unknown conditions materially differing from those inherent in the work or as represented
by City, it shall immediately inform the City of this and shall not proceed with further work
under this Agreement until written instructions are received from the City.
Section 8. Time of Essence.
Time is of the essence in the performance of this Agreement.
Section 9. Conflicts of Interest.
Consultant covenants that it presently has no interest and shall not acquire any
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interest, direct or indirect, which would conflict in any manner or degree with the
performance of the services contemplated by this Agreement. No person having such
interest shall be employed by or associated with Consultant.
Section 10. Copies of Work Product RESERVED
Section 11. Ownership of Documents..
All reports, information, data and exhibits prepared or assembled by Consultant in
connection with the performance of its services pursuant to this Agreement are confidential
to the extent permitted by law, and Consultant agrees that they shall not be made available
to any individual or organization without prior written consent of the City. All such reports,
information, data, and exhibits shall be the property of the City and shall be delivered to the
City upon demand without additional costs or expense to the City. The City acknowledges
such documents are instruments of Consultant's professional services.
Section 12. Indemnity.
To the fullest extent permitted by law, Consultant agrees to protect, defend, and
hold harmless the City and its elective and appointive boards, officers, agents, and
employees from any and all claims, liabilities, expenses, or damages of any nature,
including attorneys' fees, for injury or death of any person, or damages of any nature,
including interference with use of property, arising out of, or in any way connected with the
negligence, recklessness and/or intentional wrongful conduct of Consultant, Consultant's
agents, officers, employees, subcontractors, or independent contractors hired by
Consultant in the performance of the Agreement. The only exception to Consultant's
responsibility to protect, defend, and hold harmless the City, is due to the negligence,
recklessness and/or wrongful conduct of the City, or any of its elective or appointive
boards, officers, agents, or employees.
This hold harmless agreement shall apply to all liability regardless of whether any
insurance policies are applicable. The policy limits do not act as a limitation upon the
amount of indemnification to be provided by Consultant.
Section 13. Insurance.
On or before beginning any of the services or work called for by any term of this
Agreement, Consultant, at its own cost and expense, shall carry, maintain for the duration
of the agreement, and provide proof thereof that is acceptable to the City, the insurance
specified below with insurers and under forms of insurance satisfactory in all respects to
the City. Consultant shall not allow any subcontractor to commence work on any
subcontract until all insurance required of the Consultant has also been obtained for the
subcontractor. Insurance required herein shall be provided by Admitted Insurers in good
standing with the State of California and having a minimum Best's Guide Rating of A- Class
VII or better.
13.1 Comprehensive General Liability.
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Throughout the term of this Agreement, Consultant shall maintain in full force
and effect Comprehensive General Liability coverage in an amount not less than one
million dollars per occurrence ($1,000,000.00), combined single limit coverage for risks
associated with the work contemplated by this agreement. If a Commercial General
Liability Insurance form or other form with a general aggregate limit is used, either the
general aggregate limit shall apply separately to the work to be performed under this
agreement or the general aggregate limit shall be at least twice the required occurrence
limit.
13.2 Comprehensive Automobile Liability.
Throughout the term of this Agreement, Consultant shall maintain in full force
and effect Comprehensive Automobile Liability coverage, including owned, hired and non -
owned vehicles in an amount not less than one million dollars per occurrence
($1,000,000.00).
13.3 Workers' Compensation.
If Consultant intends to employ employees to perform services under this
Agreement, Consultant shall obtain and maintain, during the term of this Agreement,
Worker's Compensation Employer's Liability Insurance in the statutory amount as required
by state law.
13.4 Proof of Insurance Requirements/Endorsement.
Prior to beginning any work under this Agreement, Consultant shall submit
the insurance certificates, including the deductible or self -retention amount, and an
additional insured endorsement naming City, its officers, employees, agents, and
volunteers as additional insureds as respects each of the following: Liability arising out of
activities performed by or on behalf of Consultant, including the insured's general
supervision of Consultant; products and completed operations of Consultant; premises
owned, occupied or used by Consultant; or automobiles owned, leased, hired, or borrowed
by Consultant. The coverage shall contain no special limitations on the scope of protection
afforded City, its officers, employees, agents, or volunteers.
13.5 Notice of Cancellation/Termination of Insurance.
The above policy/policies shall not terminate, nor shall they be cancelled, nor
the coverages reduced, until after thirty (30) days' written notice is given to City, except that
ten (10) days' notice shall be given if there is a cancellation due to failure to pay a
premium.
13.6 Terms of Compensation.
Consultant shall not receive any compensation until all insurance provisions
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have been satisfied.
13.7 Notice to Proceed.
Consultant shall not proceed with any work under this Agreement until the
City has issued a written "Notice to Proceed" verifying that Consultant has complied with all
insurance requirements of this Agreement.
Section 14. Termination.
City shall have the right to terminate this Agreement without cause by giving thirty
(30) days' advance written notice of termination to Consultant.
In addition, this Agreement may be terminated by any party for cause by providing
ten (10) days' notice to the other party of a material breach of contract. If the other party
does not cure the breach of contract, then the agreement may be terminated subsequent
to the ten (10) day cure period.
Section 15. Notice.
All notices shall be personally delivered or mailed to the below listed addresses, or
to such other addresses as may be designated by written notice. These addresses shall
be used for delivery of service of process:
To City: City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attn: City Clerk
To Consultant: Alex Wilson
Wilson Tech
2440 E. 21St St.
Signal Hill, CA 90755
Section 16. Attorneys' Fees.
If any action at law or in equity is necessary to enforce or interpret the terms of this
Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs and
necessary disbursements in addition to any other relief to which he may be entitled.
Section 17. Dispute Resolution.
In the event of a dispute arising between the parties regarding performance or
interpretation of this Agreement, the dispute shall be resolved by binding arbitration under
the auspices of the Judicial Arbitration and Mediation Service ("JAMS").
Section 18. Entire Agreement.
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This Agreement constitutes the entire understanding and agreement between the
parties and supersedes all previous negotiations between them pertaining to the subject
matter thereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
ATTEST:
11L.00TI-1
M ria Morris, CiTClerk
APPROVED AS TO FORM:
Jeff ey allinger, City Alfoorney
CITY OF SAN JUAN CAPISTRANO
By: k2i
Karen P. rust, City Manager
C NSULTA
By:
Alex Wilson, WilsonTech
A
The Laserfiche Software Assurance Plan (LSAP)
1. Free Software Updates â Whenever a new version of the licensed software is
released, the City will receive that update for free. This includes major updates such
as Laserfiche 9 to Laserfiche 10.
2. Routine Maintenance â Telephone and email remote support for the system for
routine troubleshooting and correct. Does not include development of new services.
3. Annual costs $7099 for Laserfiche Software Assurance Plan,
EXHIBIT A
Wilson Tech Terms & Conditions
1. The terms on this document constitute the entire agreement between the purchaser
and the seller. No other representation, statements, or warranties not contained herein
shall be relied upon by the buyer (or seller) unless made by mutually agreed upon
written amendment to this agreement. This is a binding order, not subject to
cancellation.
2. Payment terms are upon receipt of invoice unless otherwise specified. Late charges
of 1.5% per month on the outstanding balance will be added if payments are not
received within 30 days of the invoice date. The minimum late charge is $9.50. Late
charges will not exceed the maximum permitted by law. Buyer agrees to pay seller a
returned check charge of $25.00 per occurrence if any of buyer's checks are returned to
seller unpaid. Upon default of any payment or any other aspect of this agreement, seller
may, at its option, declare the entire outstanding balance immediately due and payable.
3. No goods may be returned without Wilson Tech's written consent. Under no
circumstances are professional services that have been performed refundable.
EXHIBIT B
32400 PASEO ADELANTO
SAN JUAN CAPISTRANO. CA 92675
(949) 4931171
(949) 493-1053 Fax
âšr1tn1: sailuattcapt ctratlo. org
TRANSMITTAL
TO:
Alex Wilson
Wilson Tech
2440 E. 21" Street
Signal Hill, CA 90755
DATE: August 13, 2015
FROM: Christy Jakl, Deputy City Clerk (949) 443-6310
MEMBERS OF THE CITY COUNCIL
SAM ALLEVATO
KERRY K. FERGUSON
PAM PATTERSON. ESQ.
JOHN M. PERRY
DEREK REEVE
RE: Personal Services Agreement - Laserfiche Program
Thank you for maintaining documentation confirming compliance with the terms of the
agreements related to insurance.
Please keep in mind this documentation must remain current with our office during the term of
the agreements. If you have questions related to insurance requirements, please call Christy
Jakl, Deputy City Clerk at (949) 443-6310.
An original agreement is enclosed for your records.
San Juan Capistrano: Preserving the Past to Enhance the Future
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