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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 — 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 2 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. 3 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 M 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. 61 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 — 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 — 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 ▹r1tn1: 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 0 Printed on 1001/6 recyded papor