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HomeMy WebLinkAboutContracts & Agreements_196-2012_CCv0001.pdf PROFESSIONAL SERVICES AGREEMENT FOR TEMPORARY PERSONNEL SERVICES This agreement for temporary personnel services ("Agreement") is made and entered into this 20th day of November, 2012 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City") Labor Ready Southwest, Inc. ("Contractor"). City and Contractor are sometimes individually referred to herein as a"Party" and, together, as the"Parties." In consideration of the mutual promises contained herein, City and Contractor agree as follows: ARTICLE I - ENGAGEMENT OF CONTRACTOR 1.1 City hereby engages Contractor to provide temporary personnel services to City's Quality of Life Department (the "Services"). 1.2 The Services shall be performed by Contractor in a professional manner. and Contractor 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 professionals in the industry providing like and similar types of Services. 1.3 The term of the Agreement shall be for a period from the Effective Date of this Agreement until June 30, 2013. Z:5 ARTICLE 2 - SERVICES OF CONTRACTOR 2.1 The Services which Contractor shall perform are more particularly described in Contractor's proposal to City which is attached hereto as Exhibit "A" and incorporated herein by this reference. 2.2 Contractor shall comply with all applicable Federal, State and local laws and regulations in the performance of this Agreement including, but not limited to, the Americans with Disabilities Act and the Fair Employment and Housing Act. ARTICLE 3 - RESPONSIBILITIES OF CITY 3.1 City shall make available to Contractor information in its possession that may assist Contractor in performing the Services. 3.2 City will make reasonable provisions for Contractor to enter upon City-owned property to perform the Services. 3.3 City designates its Quality of Life Director, or the Director's authorized designee, 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. -I- l:;ca\diiTi-\Agreements',Labor Readv 102012FINALdoex 14 City agrees to provide a safe workplace for all temporary personnel provided pursuant to this Agreement. City further agrees to abide by all applicable state and federal employment laws, including but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, Americans with Disabilities Act, the California Fair Employment and Housing Act, and the California Labor Code. City shall accurately keep and submit timecards for all temporary personnel. 3.5 The temporary personnel provided under this Agreement will be included in the City's safety program for Solid Waste Collections; this program includes periodic safety meetings and general safety awareness discussions. 3.6 City staff will provide adequate supervision; accurately record all work hours, including overtime; provide any meal and rest breaks as required by law; notify Contractor when a job is subject to prevailing wage requirements, and provide a correct and current wage determination (rate sheet). City will hold Contractor harmless for any back wages, penalties, fines, and reasonable markup from any failure to properly identify prevailing wage work. ARTICLE 4 - PAYMENT AND NOTICE 4.1 The total compensation for Contractor's performance of the Services shall not exceed the amount of One Hundred Fifty Thousand Dollars($150,000). City shall pay a fixed hourly rate for all temporary personnel provided by Contractor, as shown in Exhibit"A." 4.2 Payments by City to Contractor shall be made within thirty (30) days after receipt and approval by City of Contractor's invoice, by check payable to Contractor. Invoices shall be sent to City on a weekly basis. 4.3 All notices shall be given in writing by personal delivery or by mail. Notices, sent by mail should be addressed as follows: City: Quality of Life Department City of Redlands PO Box 3005, Suite 222 Redlands, CA 92373 Contractor: Labor Ready Southwest, Inc. 18 West Colton Avenue Redlands, CA 92374 When so addressed, such notices shall be deemed given upon deposit in the United States Mail. Changes may be made in the names and addresses of the person to whom notices are to be given by giving notice pursuant to this section. Ready 10 2012 FINALdoex ARTICLE 5 - INSURANCE AND INDEMNIFICATION 5.1 All insurance required by this Agreement shall be maintained by Contractor for the duration of its performance of the Services. Contractor shall not perform any Services unless and until all required insurance listed below is obtained by Contractor. Contractor shall provide City with certificates of insurance and endorsements evidencing such insurance prior to commencement of the Services. All insurance policies shall include a provision prohibiting modification of coverage limits or cancellation of the policy except upon thirty (30) days prior written notice to City. 5.2 Contractor shall secure and maintain Workers' Compensation and Employer's Liability insurance throughout the duration of this Agreement in an amount which meets the statutory requirement with an insurance carrier acceptable to City. 5.3 Contractor shall secure and maintain in force throughout the duration of this Agreement comprehensive general liability insurance with carriers acceptable to City. Minimum coverage of One Million Dollars ($1,000,000) per 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. 5.4 Contractor shall have business auto liability coverage, with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined single limit for bodily injury liability and property damage liability. This coverage shall include all Contractor owned vehicles used in connection with Contractor'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, as respects Contractors vehicles. 5.5 Contractor shall indemnify, hold harmless and defend City, and its elected officials, and 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 act, omission or failure to act by Contractor, its officers, employees and agents in performing the Services. 5.6 City shall indemnify, hold harmless and defend Contractor, and its officers, and 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 act, omission or failure to act by City, or its elected officials, employees or agents, to abide by any applicable state or federal employment laws. -3- 1:',ca\diiii\,Agreements\Labor Read-v 10 2412 FINAL.doex ARTICLE 6 - GENERAL CONSIDERATIONS 6.1 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 use of in-house counsel by a Party. 6.2 Contractor shall not assign any of the Services, except with the prior written approval of City and in strict compliance with the terms, provisions and conditions of this Agreement. 6.3 Contractor is for all purposes an independent contractor. Contractor shall supply all tools and instrumentalities required to perform the Services. All personnel employed by Contractor are for its account only, and in no event shall Contractor or any 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. 6.4 This Agreement may be terminated by City, in its sole discretion and without cause, by providing five (5) business days prior written notice to Contractor (delivered by certified mail,return receipt requested) of City's intent to terminate. 6.5 If this Agreement is terminated by City, an adjustment to Contractor's compensation shall be made, but (1) no amount shall be allowed for anticipated profit or unperformed services, and (2) any payment due Contractor at the time of termination may be adjusted to the extent of any additional costs to City occasioned by any default by Contractor. 6.6 Upon receipt of a termination notice, Contractor shall immediately discontinue all Services affected, 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 any reports, summaries and such other information and materials as may have been accumulated by Contractor in performing the Services required by this Agreement. Contractor shall be compensated on a pro-rata basis for work completed up until notice of termination. 6.7 Contractor shall maintain books and accounts of all payroll costs and expenses related to the Services. Such books shall be available at all reasonable times for examination by City at the office of Contractor. 6.8 This Agreement, including the Exhibit 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 and agreements, including the agreement between City and Contractor dated July 13,), 2012, relating to such matters are superseded by this Agreement. Any amendment to this Agreement shall be in writing, approved by City and signed by City and Contractor. -4- 1:'ea,Iqpn\AgreementsTabor Ready 10 2012 FINAL,doex 6.9 This Agreement shall be governed by and construed in accordance with the laws of the State of California. IN WITNESS WHEREOF, duly authorized representatives of City and Contractor have signed in confirmation of this Agreement. CITY OF REDLANDS LABOR READY SOUTHWEST, INC. ` 3 By: By: Peie Aguilar, Mayor � - ATTEST: Sam Irwin, CV01erk -5- 1 yealdjm';AgreementsxLabor Ready 10 2012 FINAL.docx AGREEMENT TO TEMPORARY PERSONNEL SERVICES EXHIBIT A- SCOPE OF SERVICES 1) Services to be Provided: a) Contractor shall provide temporary personnel services to the Solid Waste Division for the purposes of augmenting staff levels for the commercial collection routes throughout the City. i) The job duties include refuse collection b) The rates for using Labor Ready Southwest, Inc. workers to perform these duties shall be $12.84 per regular, straight-time hour, which is considered to be the number of hours worked per work between 0 and 40 hours. Included in Labor Ready Southwest, Inc.'s regular hourly rate are all wages, withholdings, FICA, Medicare, payroll taxes, unemployment insurance and workers' compensation insurance as required by law for supplied employees. If at any time should there be an increase in the governmentally mandated minimum wage, on the date the minimum wage increases,the bill rate will increase to reflect the costs associated with the minimum wage increases. c) Overtime and double time shall be at a rate of 1.5 times and 2 times the regular, straight- time hourly rate respectively. d) Services shall be rendered by the Contractor according to the operational needs of the Solid Waste Division. -6- Lca\djin\AgreemenwiLabor Ready 10 2012 FINALdoex