A Fairy Tale Contract Read online

  A Fairy Tale Contract

  T.J. Seitz

  Copyright 2011 by T.J. Seitz

  Smashwords Edition

  CONTRACT FOR PROFESSIONAL SERVICES

  This contract (the “Contract”) is made and entered into on the September 28, 2007, by and between Muthyre-Guse Properties L.L.C. , 2304 Remmington Road, Suit 110, San Diego, California 92115 hereinafter called MGP, and Wulfe Eviction and Reposession Services Inc. a Nevada Corporation, with offices at 86 Park Boulevard San Diego, California 92103 hereinafter called the Consultant.

  MGP engages the Consultant to perform professional services for assisting MGP and the San Diego County Sheriff’s Department with a civil eviction, property cleanup and repairs for the addresses listed in Exhibit “A”.

  SECTION I - SERVICES OF THE CONSULTANT

  A. The Consultant shall perform the following professional services for MGP in a competent, diligent, workmanlike and professional manner, adhereing to the State of California code for civil eviction processes and rental property management. All services and equipment furnished or developed hereunder shall be as represented by Consultant to MGP.

  The Consultant shall prepare contract documents for MGP. See Exhibit "A" for a detailed statement of work.

  B. Any Amendment, extension, modification to the Contract, Authorization of Services, Task Orders, etc., must be coordinated and mutually approved in writing by the Consultant and MGP prior to execution.

  C. The Consultant will provide a written response to every written comment received from MGP, pertaining to the work described in Exhibit “A”. These comments will be provided to the Project Manager for review, appended to the final document and become a part of Exhibit “A”.

  SECTION II- PERIOD OF SERVICE

  The Consultant shall complete all services detailed in Exhibit “A” within ninety (90) calendar days upon receipt of proof of a fully executed Writ of Possession and the designated Notice to Proceed Date in accordance with the attached schedule (labeled Exhibit "B"). In the event delays are experienced beyond the control of the Consultant, the schedule may be revised as mutually agreed upon by the MGP and the Consultant.

  SECTION III - CONSULTANT’S COMPENSATION

  A. The method of payment for this Contract is a hourly rates of $23.06 for part-time and $43.53 per full time persons assigned to perform work described in this Contract at each work site plus expenses. (See Exhibit "C" for Cost Summary).

  B. MGP shall pay the Consultant in three (3) installments within 10 business days (net 10) upon receipt of each monthly thirty (30) day progress report and associated detailed invoices submitted by the Consultant subject to the following limitation. (Examples of the acceptable invoice format will be provided to the Consultant upon request if required). Payments shall not exceed $20,000.00 a month prior to submittal of the final deliverables report.

  MGP at its discretion, may, by written notification, waive the above limitations.

  D. MGP shall make final payment(s) to the Consultant within thirty (30) days after receipt of the 3rd (final) progress report, invoices, receipt copies and/or any other outstanding deliverables.

  SECTION IV - NOTICES

  All notices, communications and correspondance hereunder shall be in writing and shall be given by personal delivery, facsimile, overnight courier service, or by registered or certified mail (postage prepaid and return receipt requested) addressed as set forth below (or at such other address as a party may designate by notice to the other party):

  If to MGP:

  Mr. Thomas T. Piperson – Project Manager

  MGP

  Remmington Road

  Suit 110

  San Diego, California 92115

  E-mail: [email protected]

  Phone: (619)-555-1234

  If to WERS:

  Ms. Mary Q. Contrary

  WER Services

  86 Park Boulevard

  San Diego, California 92103

  E-mail: [email protected]

  Phone: (619)-555-9753

  SECTION V – MGP’s RESPONSIBILITIES

  A. MGP’s Project Manager during the term of this Contract is Thomas T. Piperson. The Project Manager has the authority to administer this contract and shall monitor compliance with all terms and conditions stated herein. All requests for information from or a decision by MGP on any aspect of the work shall be directed to the Project Manager.

  B. MPG shall review submittals by the Consultant and provide prompt response to questions and rendering of decisions pertaining thereto, to minimize delay in the progress of the Consultant’s work. MGP will keep the Consultant advised concerning the progress of MGP’s review of the work.

  C. Unless included in the Consultant’s Work Scope, MGP shall furnish the Consultant gratis, the following information or services for this Project upon written request:

  1. One copy of its most current property blueprints, records, laboratory tests(for lead paint, chemical levels in soil), survey ties, and bench marks, or other data pertinent to the services being provided. However, the Consultant shall be responsible for searching through MPG records, requesting specific drawings or information and independently verifying said information is current.

  2. MGP data relative to rental unit policies, regulations, standards, criteria, studies, etc.,relevant to the Project. Title searches, legal descriptions, detailed surveys, tenent criminal record and credit background reports and environmental assessments may be also be required.

  SECTION VI - INSURANCE

  During the term of this Contract Consultant shall, at its sole cost and expense, procure and maintain:

  1. Commercial General Liability insurance , including Products Liability and Completed Operations, Advertising Injury, Personal Injury and Contractual Liability insurance, and further including coverage for products/completed operations with annual limits of liability in an amount not less than $1,000,000 per occurrence; $2,000,000 general aggregate; and $3,000,000 products/completed operations aggregate, or their equivalent in non-US locations. This insurance shall name Muthyre-Guse Properties L.L.C .and its subsidiaries as an additional insured. This insurance shall be primary and any insurance maintained by MGP shall be considered excess over Consultant’s insurance. The policies shall include a waiver of subrogation in favor of MGP. In addition:

  If coverage is written on a claims made basis, the certificate of insurance must clearly state so. In addition to Products Liability and Completed Operations, Advertising Injury, Personal Injury, Contractual Liability or other insurance required by this Contract, such policy shall provide that:

  (i) Policy retroactive date coincides with or precedes the effective date of this Agreement including subsequent policies purchased as renewals or replacements.

  (ii) Consultant will maintain similar insurance during the required extended period of coverage following project completion including the previously set forth additional insured requirements.

  (b) If claims made coverage is terminated for any reason (including replacement with occurrence coverage), Consultant agrees to purchase an extended reporting provision ‘tail coverage’ for a period of at least 3 years to report claims arising from work/products performed or sold in connection with this Contract. Notice of intent to implement the extended reporting period (inclusive of any automatic provisions in the policy contract) shall be sent via certified mail to MGP’s Risk Management department to allow for the reporting of circumstances or incidents that might give rise to future claims.

  2. Professional Liability insurance with limits of liability in an amount not less than $2,000,000 per claim and $2,000,000 in the aggregate.

  3. Workers’ Compensation insurance in accordance with statutory requirements including employ
er’s liability with limits in an amount not less than $1,000,000 each accident/disease, or its equivalent in non-US locations. The policy shall include a waiver of subrogation in favor of MGP.

  4. Automobile insurance in an amount not less than $2,000,000 per occurrence, or its equivalent in non-US locations of which shall include Muthyre-Guse Properties L.L.C. and its subsidiaries as an additional insured. The policy shall include a waiver of subrogation in favor of MGP.

  5. Property insurance covering all equipment, merchandise and all other items belonging to Consultant while situated on MGP’s premises. Such insurance shall be written on an “all risk” of physical loss or damage basis, for the full replacement cost value and in amounts that meet any coinsurance provisions of the policy. Both MGP and Consultant hereby agree to have their respective property insurance companies waive any rights of subrogation that such companies may have against the other, as the case may be. As long as such waivers of subrogation are contained in their respective insurance policies, MGP and Consultant hereby waive any right that either may have against the other on account of any loss or damage to their respective property to the extent such loss or damage is insurable under policies of insurance for fire and all risk coverage, theft, or other similar instance.

  6. It is understood and agreed that the insurance requirements evidenced in this section shall be maintained by Consultant for the duration of this Contract and for a period of three (3) years following the expiration of this Contract. It is further agreed that a certificate of insurance shall be provided during this period evidencing the required insurance provisions. Such certificates shall be sent directly to:

  Muthyre-Guse Properties L.L.C.

  2304 Remmington Road

  Suit 110

  San Diego, California 92115

  All insurance policies required hereunder shall be endorsed to provide MGP with no less than 30 days prior written notice in the event of cancellation, non-renewal or material changes. The insurance company(s) providing these policies shall have a current A.M. Best rating of A-, VII or better, and shall be licensed to do business in the applicable jurisdiction. A certificate of insurance evidencing such insurance coverage will be provided to MGP upon execution of this Contract and no less than 14 days prior to renewal of said insurance policies. The certificate of insurance shall indicate that the above 30 day notice provision applies.

  If either party elects to self-insure, its rights and obligations under subrogation shall be limited by the terms of this provision as if actual insurance policies had been purchased from an unaffiliated insurance company.

  SECTION VII - OWNERSHIP OF DOCUMENTS

  All materials, including reports, computer programs, layout plans and other deliverables created under this contract are the sole property of MGP. The Consultant is not entitled to a patent or copyright to anyone else. The Consultant shall not use or release these materials without prior written consent of MGP.

  SECTION VIII - RETENTION OF RECORDS

  MGP requires the retention of all records pertaining to this Contract be retained for a period of not less than five (5) years after completion and acceptance by MGP.

  SECTION IX - CONFLICT OF INTEREST

  MGP may cancel this contract without penalty or further obligation if any person significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf of MGP is or becomes at any time while the contract or an extension of the contract is in effect an employee of or a consultant to any other party to this contract, and/or San Diego County with respect to the subject matter of the contract. The cancellation shall be effective when the Consultant receives written notice of the cancellation unless the notice specifies a later time

  SECTION X – LIABILITY/INDEMNIFICATION

  Consultant assumes full responsibility for the safety of its employees while performing any services under this Contract. Consultant shall defend, indemnify and hold MGP, its employees, officers and agents harmless from and against any and all claims, losses, damages, liabilities, costs or expenses (including without limitation reasonable attorneys’ fees, and costs whether incurred in a third party action or in an action to enforce this Contract) whether related to injury or death to persons (including MGP employees) or damage to property that may arise out of or be connected with Consultant’s breach of any provision of this Contract, or as may otherwise result from work done by Consultant under this Contract, except to the extent caused solely by MGP’s negligence.

  SECTION XI - DISPUTE RESOLUTION

  A dispute escalation process will be utilized to resolve questions of fact during the course of this Contract. The final determination will be made by MGP.

  SECTION XII – TERMINATION

  MGP reserves the right to terminate the contract in whole or in part at anytime for the convenience of MPG without penalty or recourse. The Project Manger shall give written notice by certified mail, return receipt requested, to the Consultant of the termination at least thirty (30) days before the effective date of the termination. Upon receipt of the written notice, the Consultant shall stop all work and immediately notify all sub-consultants to do the same. In the event of termination under this paragraph, all documents, data and reports prepared by the Consultant under the contract shall become the property of and be delivered to MGP. The Consultant shall be entitled to receive just and equitable compensation for work in progress, work completed and materials accepted before the effective date of the termination.

  SECTION XIII - TERMINATION FOR DEFAULT

  MGP reserves the right to terminate the contract in whole or in part due to the failure of the Consultant to comply with any term or condition of the contract or to make satisfactory progress in performing the contract. The Project Manager shall mail written notice of the termination and the reasons for it to the Consultant by certified mail, return receipt requested.

  Upon termination under this paragraph, all documents, data and reports prepared by the Consultant under the contract shall become the property of and be delivered to MGP on demand. MGP may, upon termination of this contract, procure, on terms and in the manner that it deems appropriate, materials or services to replace those under this contract. The Consultant shall be liable MGP for any excess costs incurred by MGP in reprocuring the materials or services.

  MGP shall make final payment within sixty (60) days after the Consultant has delivered the last of the partially completed items and the final fee has been agreed upon. In the event this Contract is terminated, MGP shall have the option of completing the work, or entering into an agreement with another party for the completion of the work according to the provisions and agreements herein.

  SECTION XIV - RIGHT OF OFFSET

  MGP shall be entitled to offset against any sums due the Consultant any expenses or costs incurred by the MGP or penalties assessed by the MGP concerning the Consultant's nonconforming performance or failure to perform the contract, including expenses, costs and penalties described in Paragraphs VIII, IX, X, XI, XII AND XIII of these Uniform Terms and Conditions.

  SECTION XV - ADDITIONAL SERVICES

  Additional services which are outside the scope of basic services contained in this Contract , shall not be performed by the Consultant without prior written authorization from MGP. Additional services, when authorized by an executed Contract or an Amendment to this Professional Services Contract shall be compensated for by a fee mutually agreed upon between MGP and the Consultant.

  SECTION XVI - ERRORS AND OMISSIONS

  The Consultant shall be responsible for the accuracy of the work and shall promptly make all necessary revisions or corrections resulting from errors and omissions on the part of the Consultant without additional compensation. Acceptance of the work by MGP will not relieve the Consultant of the responsibility for subsequent correction of any such errors and the clarification of any ambiguities.

  SECTION XVII - SUBCONTRACTS

  The Consultant shall not enter into any subcontract under this Co
ntract without the advance written approval of MGP. The subcontract shall incorporate by reference the terms and conditions of this Contract.

  SECTION XVIII - ASSIGNMENT

  Except as otherwise provided herein, neither party may assign this Contract without the prior written consent of the other party hereto, which shall not be unreasonably withheld, provided MGP may assign the Contract to a wholly owned subsidiary or affiliate of MGP without Consultant’s consent. Notice of such assignment to a wholly owned subsidiary or affiliate of MGP shall be provided to Consultant.