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HomeMy WebLinkAboutContracts & Agreements_216-2018 Ps 1 1(9/11/18) AGREEMENT TO PERFORM PROFESSIONAL SERVICES This agreement for the provision of water and wastewater operations support services ("Agreement") is made and entered in this 20th day of November, 2018 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City)" and waterTALENT ("Consultant") City and Consultant are sometimes individually referred to herein as a "Party" and, together, as the "Parties " In consideration of the mutual promises contained herein, City and Consultant agree as follows- ARTICLE 1 —ENGAGEMENT OF CONSULTANT 1 1 City hereby engages Consultant to provide water and wastewater operations support services for City (the "Services") The Services that Consultant shall perform are more particularly described in Exhibit "A," entitled "Scope of Services," which is attached hereto and incorporated herein by reference 12 The Services shall be performed by Consultant in a professional manner, and Consultant represents that it has the skill and the professional expertise necessary to provide the Services to City at a level of competency presently maintained by other practicing professional consultants in the industry providing like and similar types of Services 13 The term of this Agreement shall commence as of this Agreement's Effective Date, and shall terminate on November 20, 2020, unless terminated earlier as provided herein ARTICLE 2— SERVICES OF CONSULTANT 21 Consultant shall comply with applicable federal, state and local laws and regulations in the performance of this Agreement including, but not limited to, State prevailing wage laws 22 No specific person shall be assigned by Consultant to perform any gServices for City pursuant to this Agreement without the prior written consent of City's Assistant Director of Human Resources/Risk Management, or his or her designee ARTICLE 3 —RESPONSIBILITIES OF CITY 3 1 City shall make available to Consultant information in its possession that may assist Consultant in performing the Services 32 City designates Paul Toor, Municipal Utilities and Engineering Director, as City's representative with respect to performance of the Services, and such person shall have the authority to transmit instructions, receive information, interpret and define City's policies and decisions with respect to performance of the Services L 1ca1djmlAgreementslwaterTa1ent Professional.ServicesYS-1 1 doc 1 PS I I(9/1I/18) 3 3 City agrees that persons supplied by Consultant to perform the Services shall not be permitted, without express advance written approval by an officer of Consultant, while on City's business premises or providing services to City, to (a) engage in travel or otherwise operate a motor vehicle or any motorized equipment on behalf of City, (b) handle cash or negotiable instruments, (c) be permitted unsupervised of uncontrolled access to confidential or proprietary information, (d) be permitted unsupervised access to or control of the City's Premises, (e) remove any property of City from City's business premises, (f) consume any alcohol, or (g) consume drugs, unless advance written authorization is provided by a physician, while the Consultants are on assignment to City Notwithstanding the foregoing, City shall have no liability for, and Consultant shall have full responsibility for, the acts and omissions of any persons supplied by Consultant who violate such prohibitions 34 In the event written approval is granted by Consultant for the operation of a City motor vehicle or motorized equipment in support of the execution of the scope of Services, City shall provide copies of current motor vehicle or motorized equipment maintenance logs, registration, and proof of insurance foi any motor vehicle or motorized equipment that Consultant is charged with operating in the execution of the scope of the services City shall provide written authority to Consultant certifying that Consultant is authorized by City to operate any motor vehicle or motorized equipment for the duration of the Services 35 In the event of an accident, medical treatment, serious illness or injury, or death involving any person supplied by Consultant to perform the Services for City, City shall use reasonable efforts to notify Consultant as soon as known by City, and as reasonably practicable For any serious injury, illness or death, of any such person performing the Services, City shall make reasonable efforts to report as soon as practical, by telephone or fax, to the nearest OSHA office and shall make the report on behalf of City City shall provide to OSHA all information required by those laws applicable to City, as well as Consultant's name, address, phone number and contact person, and name City shall notify Consultant concurrently with or, if that is not possible, immediately after, the report has been made Notwithstanding any provisions of this Section 3.5 to the contrary, Consultant shall remain solely responsible and liable for compliance with all laws applicable to Consultant relating to any medical treatment, illness, or injury associated with any persons providing the Services on behalf of Consultant 36 City will not, without the prior written consent of Consultant, which may be granted or withheld in Consultant's sole discretion, solicit for employment any person supplied by Consultant to perform the Services other than through written correspondence with Consultant, or interfere with the employment relationship between Consultant and any such persons 37 City acknowledges that Consultant has the right to terminate, remove, or reassign, any person supplied by Consultant to provide the Services to City City may notify Consultant at any time of City's request that any such person with whom City is not satisfied be removed from a particular assignment, or from performing the Services for City L Icaldjm\AgreementslwaterTalent Professional Services,PS-1 I doe 2 Ps 1 ](9111118) ARTICLE 4—PERFORMANCE OF SERVICES 41 Consultant shall perform and complete the Services in a prompt and diligent manner in accordance with the schedule set forth in Exhibit "A," entitled "Scope of Services," which is attached hereto and incorporated herein by reference 42 The term of this Agreement shall be for a period of two (2) years commencing as of the Effective Date, unless terminated earlier as provided herein 43 If Consultant's Services include deliverable electronic visual presentation materials, such materials shall be delivered in a form, and made available to the City, consistent with City Council adopted policy for the same It shall be the obligation of Consultant to obtain a copy of such policy from City staff. ARTICLE 5 —PAYMENTS TO CONSULTANT 5 1 Total compensation for Consultant's performance of the Services shall not exceed the amount of one hundred thousand dollars ($100,000) City shall pay Consultant on a time and materials basis up to the not to exceed amount in accordance with Exhibit "B," entitled"Fee Schedule," which is attached hereto and incorporated herein by reference 52 Consultant shall submit monthly invoices to City describing the Services performed during the preceding month Consultant's invoices shall include a brief description of the Services performed, the dates the Services were performed, the number of hours spent and by whom, and a description of reimbursable expenses related to the Services City shall pay Consultant no later than thirty (30) days after receipt and approval by City of Consultant's invoice 5.3 Any notice or other communication required, or which may be given, pursuant to this Agreement, shall be in writing Any such notice shall be deemed delivered (i) on the date of delivery in person, (ii) five (5) days after deposit in first class registered mail, with return receipt requested, (iii) on the actual delivery date if deposited with an overnight courier, of (iv) on the date sent by facsimile, if confirmed with a copy sent contemporaneously by first class, certified, registered or express snail, in each case properly posted and fully prepaid to the appropriate address set forth below, or such other address as a Party may provide notice in accordance with this section City Consultant City Clerk Peter Brooks, Vice President City of Redlands waterTALENT 35 Cajon Street 10877 Wilshire Blvd , Suite 1650, P O Box 3005 (mailing) Los Angeles, CA 90024 Redlands, CA 92373 pbrooks@watertalent net (424) 532-7217 L 1ca\dJm\AgreemcntslwaterTa1ent Professional.Servlces PS-1 1 doo 3 Ps 1 1(9/11/18) ARTICLE 6—INSURANCE AND INDEMNIFICATION 6 1 The following insurance coverage required by this Agreement shall be maintained by Consultant for the duration of its performance of the Services. Consultant shall not perform any Services unless and until the required insurance listed below is obtained by Consultant Consultant shall provide City with certificates of insurance and endorsements evidencing such insurance prior to commencement of the Services Insurance policies shall include a provision prohibiting cancellation or modification of the policy except upon thirty (30) days prior written notice to City A Workers' Compensation and Employer's Liability insurance in the amount that meets statutory requirements with an insurance carrier acceptable to City, or certification to City that Consultant is self-insured or exempt from the workers' compensation laws of the State of California Consultant shall execute and provide City with Exhibit"C" entitled "Workers' Compensation Insurance Certification," which is attached hereto and incorporated herein by this reference prior to performance of the Services B Comprehensive General Liability insurance with carriers acceptable to City in the minimum amount of One Million Dollars ($1,000,000) pei occurrence and Two Million Dollars ($2,000,000) aggregate, for public liability, property damage and personal injury is required City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City C Business Auto Liability coverage, with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined single limit bodily injury liability and property damage liability This coverage shall include all Consultant owned vehicles used in connection with Consultant's provision of the Services, hired and non-owned vehicles, and employee non-ownership vehicles City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City D Consultant shall secure and maintain professional liability insurance throughout the term of this Agreement in the amount of One Million Dollars ($1,000,000) per claim made 62 Consultant shall defend, indemnify and hold harmless City and its elected officials, employees and agents from and against any and all claims, losses or liability, including attorneys' fees, arising from injury or death to persons or damage to property occasioned by any negligent act or omission by, or the willful misconduct of, Consultant, or its officers, employees and agents in performing the Services ARTICLE 7--CONFLICTS OF INTEREST 71 Consultant covenants and represents that it does not have any investment or interest in any real property that may be the subject of this Agreement or any other source of 4 L%ealdjmlAgreementslwaterTalent Professional Services.PS-1 I doc PS-1 1 (9/11/18) income, interest in real property or investment that would be affected in any manner or degree by the performance of Consultant's Services Consultant further covenants and represents that in the performance of its duties hereunder, no person having any such interest shall perform any Services under this Agreement 72 Consultant agrees it is a designated employee within the meaning of the Political Reform Act because Consultant's Services will involve serving in a staff capacity with City and in that capacity, participate in making a governmental decision or otherwise perform the same of substantially the same duties for City that would otherwise be performed by an individual holding a position specified in City's Conflict of Interest Code under Government Code section 87302 73 Consultant must disclose its financial interests and Consultant shall complete and file a Fair Political Practices Commission Form 700, Statement of Economic Interests, with the City Clerk's office pursuant to the written instructions provided by the City Clerk. Failure to timely file such statements may result, in the sole discretion of City and without further action by City's City Council, immediate termination of this Agreement ARTICLE 8—GENERAL CONSIDERATIONS 8.1 In the event any action is commenced to enforce or interpret any of the terms or conditions of this Agreement the prevailing Party shall, in addition to any costs and other relief, be entitled to the recovery of its reasonable attorneys' fees, including fees for the use of in-house counsel by a Party 82 Consultant shall not assign any of the Services, except with the prior written approval of City and in strict compliance with the terms and conditions of this Agreement Any assignment or attempted assignment without such prior written consent may, in the sole discretion of City, results in City's immediate termination of this Agreement 8 3 Consultant is for all purposes under this Agreement an independent contractor and shall perform the Services as an independent contractor Neither City nor its agents shall have control over the conduct of Consultant or Consultant's employees, except as herein set forth Consultant shall supply all necessary tools and instrumentalities required to perform the Services Assigned personnel employed by Consultant are for its account only, and in no event shall Consultant or personnel retained by it be deemed to have been employed by City or engaged by City for the account of, or on behalf of City Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent, nor shall Consultant have any authority, express or implied, to bind City to any obligation 84 This Agreement may be terminated by City, in its sole discretion, by providing not less than five (5) days prior written notice to Consultant of City's intent to terminate If this Agreement is terminated by City, an adjustment to Consultant's compensation shall be made, but (1) no amount shall be allowed for anticipated profit or unperformed Services, and (2) any payment due Consultant at the time of termination may be adjusted to the L IcaldjmlAgreementslwaterTalent Professional Services PS-1 I doe 5 PS 1 1(9111118) extent of any additional costs to City occasioned by any default by Consultant Upon receipt of a termination notice, Consultant shall immediately discontinue its provision of the Services and, within five (5) days of the date of the termination notice, deliver or otherwise make available to City, copies (in both hard copy and electronic form, where applicable) of project related data, design calculations, drawings, specifications, reports, estimates, summaries and such other information and materials as may have been accumulated by Consultant in performing the Services Consultant shall be compensated on a pro-rata basis for Services completed up to the date of termination 8 5 Consultant shall maintain books, ledgers, invoices, accounts and other records and documents evidencing costs and expenses related to the Services for a period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant pursuant to this Agreement Such books shall be available at reasonable times for examination by City at the office of Consultant 86 This Agreement, including the Exhibits incorporated herein by reference, represents the entire agreement and understanding between the Parties as to the matters contained herein, and any prior negotiations, written proposals or verbal agreements relating to such matters are superseded by this Agreement Except as otherwise provided for herein, any amendment to this Agreement shall be in writing, approved by City and signed by City and Consultant 87 This Agreement shall be governed by and construed in accordance with the laws of the State of California 88 If one or more of the sentences, clauses, paragraphs or sections contained in this Agreement is declared invalid, void or unenforceable by a court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall not affect, impair or invalidate the remaining sentences, clauses, paragraphs or sections contained herein, unless to do so would deprive a Party of a material benefit of its bargain under this Agreement IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have signed in confirmation of this Agreement TY OF REDL DS waterTALENT 1 By By Paul Banch, Mayor Pro Tempore Peter Brooks, Vice President Attest Jea e onaldson, City Clerk L 1caldjm\AgreementslwaterTalent Professional,Services.PS 1 1 doc 6 PS 1 1(9/11/Is) EXHIBIT "A" SCOPE OF SERVICES Consultant shall provide staff to provide water and wastewater operations support Typical tasks of these services shall include but not be limited to Water Distribution ➢ Manage water operations programs and staff in all aspects of potable, non-potable, and recycled water distribution, ➢ Supervise and participate in development, implementation and evaluation of plans, work processes, systems and procedures to achieve department's short and long range goals, objectives and work standards, ➢ Review activities to ensure compliance with federal, state, and local laws and regulations, Conduct special examinations and analysis to assist with water plant and distribution problems and studies, ➢ Identify opportunities for improving service delivery methods and procedures for review with appropriate management staff, and implementation of improvements, Evaluate quality assurance program as to compliance with State and Federal regulations to ensure reliability of data and the accuracy of water system results, ➢ Plan, organize, and supervise a variety of activities relating to water distribution, storage facilities, pumping plants, fire hydrant maintenance, meter reading, valve maintenance, production facilities, safety programs, and traiiung programs, ➢ Review current and completed work ensuring high productivity and efficiency ensuring that appropriate quality standards are maintained, ➢ Assist in the review of plans and service requirements for proposed residential and commercial development ensuring incorporation of specified construction requirements, ➢ Recommend disciplinary action, and addresses performance deficiencies in accordance with the applicable Memoranda of Understanding, ➢ Review customer inquiries, complaints, changes to service levels and is responsive to customers, and ➢ Performs other related duties as assigned Wastewater Treatment ➢ Manages the operations of the wastewater treatment and membrane biological reactor systems to meet watei quality standards and departmental goals, ➢ Supervises, schedules, and directs both the operations and maintenance personnel, ➢ Establishes goals, objectives, and methods for the operation and maintenance of the wastewater treatment and reclaimed water facilities, ➢ Ensures wastewater and recycled water facilities are maintained and operated in such a manner as to meet Cal-OSHA safety standards, ➢ Organizes, and supervises a variety of wastewater related programs, ➢ Must act in a decisive manner, using good sound judgment as well as assess problems and situations to be able to anticipate needs and evaluate alternatives L 1caldlmlAgreementslwaterTa1ent Professlonal.Servcces PS 1 1 doe 7 PS 1 1(9/11/18) ➢ Coordinates and participates in a variety of activities and work relating to operations and maintenance of a wastewater plant, ➢ Collects and interprets performance data on a daily basis and recommends and executes changes and adjustments to enhance the plant's process performance, ➢ Provides recommendations for upgrading systems, equipment, and techniques to increase efficiency and reduce costs, ➢ Assist and leads in the decision making process to resolve emergency conditions resulting from sewer process malfunctions or interruptions, and ➢ Performs other related duties as assigned L IcaldjmlAgreementshvaterTalent Profession al.Services.PS-i 1 doc 8 PS-1 1(9/11/18) EXHIBIT "B" Fee Schedule The following are the included insurances and services in the fully-burdened cost of services There are no other direct or indirect costs associated with this assignment. Included Insurance Included Semees • $5M Minimum Unencumbered General Liability O Recruiting, screening,testing $2M Commercial Auto Insurance,Non-Owner Y Payroll and compliance services • $5M Professional Liability o Mobile phone for tracking and • $1M Employment Practice Liability Y Travel and mileage • $1 M Worker's Compensation • $5M Pollution Liability HourlyRates Regular Rate dated 10/3/18 waterTALENT Water/Wastewater Operations Staff $130/hour Overtime Workweeks are defined as 5 days @ S hours per day Overtime hours, according to the State of California,are defined as any work in excess of eight(8)hours in one normal workday and any work in excess of 40 hours in any one workweek and the first eight hours worked on the seventh day of work in any one workweek These overtime hours shall be compensated at the rate of no less than one and one-half(1 5)times the regular rate of pay If staff works more than 12 hours in any workday, or works any time in excess of eight hours on the seventh consecutive day of work in a workweek, staff must be paid two (2 0)times the regular rate Break Requirement California law requires that within an 8 hour shift the staff is entitled to a 30-minute break This lunch break may be waived by mutual consent of both the City and staff If staff works over 10 hours in one day they are entitled to a second lunch break of 30 nun The second meal period may not be waived if the first period is waived,however either meal period can be counted as work hours and compensated for at the normal hourly rate On-Call Support If staff is expected to provide On-Call support they shall be compensated in the following manner Standby On-Call if staff is expected to remain in the vicinity of the City system and in a ready-to-respond status during off hours on a day where they have already worked a shift, this time will be compensated as one (1)regular hour of time On days where they have not worked a shift and are expected to remain in a ready-to-respond status (off days), time will be compensated as two (2) regular hours of time Activated On-Call. if staff is called to respond to a system alarm or emergency after hours to City system,then this time will be charged at a minimum of two (2)hours or for the total duration of time from departure from domicile to return to domicile, whichever is greater Standard labor laws shall apply if staff happens to have accrued the appropriate amount of hours to constitute overtime L IcaldjmlAgreementshvaterTalcnt Professional Services PS-1 1 doe 9 PS 1 1(9/11/18) EXHIBIT "C" WORKERS' COMPENSATION INSURANCE CERTIFICATION Every employer, except the State, shall secure the payment of compensation in one or more of the following ways (a) By being insured against liability to pay compensation by one or more insurers duly authorized to write compensation insurance in this State (b) By securing from the Director of Industrial Relations, a certificate of consent to self-insure, either as an individual employer, or as one employer in a group of employers, which may be given upon furnishing proof satisfactory to the Director of Industrial Relations of ability to self-insure and to pay any compensation that may become due to his or her employees CHECK ONE )' I am aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for Workers' Compensation or to undertake self- insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work and activities required or permitted under this Agreement (Labor Code §1861). I affirm that at all times, in performing the work and activities required or permitted under this Agreement, I shall not employ any person in any manner such that I become subject to the workers' compensation laws of California. However, at any time, if I employ any person such that I become subject to the workers' compensation laws of California, immediately I shall provide the City with a certificate of consent to self-insure, or a certification of workers' compensation insurance I certify under penalty of perjury under the laws of the State of California that the information and representations made in this certificate are true and correct waterTALENT Date I IZf`( ZZa(� By' Z:�—k ?--Z­ Peter Brooks, Vice President L 1ca1djm\AgreementslwaterTa1ent Professlonal.Services.PS 1 1 doe 10