HomeMy WebLinkAboutContracts & Agreements_101-2021AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the provision of temporary staffing services ("Agreement") is made
and entered in this ISth day of June, 2021 ("Effective Date"), by and between the City of
Redlands, a municipal corporation ("City") and water'1'ALENT, a limited liability company
("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 temporary staffing services for City (the
"Services").
1.2 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
ARTICLE 2 — SERVICES OF CONSULTANT
2 1 The Services that Consultant shall perform are more particularly described in Exhibit
"A," titled "Scope of Services," which is attached hereto and incorporated herein by
reference.
2,2 Consultant shall comply with applicable federal, state and local laws and regulations in
the performance of this Agreement including, but not limited to, any applicable State
prevailing wage laws.
ARTICLE 3 —RESPONSIBILITIES OF CITY
3 1 City designates Tommi Ng, Assistant Human Resources/Risk Management 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.
ARTICLE 4 — PERFORMANCE OF SERVICES
4 1 Consultant shall perform and complete the Services in a prompt and diligent manner in
accordance with the description set forth in Exhibit "A," which is attached hereto and
incorporated herein by reference
4.2 The term of this Agreement shall be for a period of three (3) years from July 1, 2021
through June 30, 2024 (the "Initial Term") City shall have the option to extend the Initial
Term of this Agreement by two (2) additional one-year terms (each, an "Extended
Term"), on the same terms and conditions, by providing written notice to Consultant at
least thirty (30) days prior to the expiration of the Initial Term or any Extended Term,
1
L;1ca411MgrcementslwaterTALENT Agreement, PS-1 I .FY2O-Ol 41.doc,jn
4 3 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 The total compensation for Consultant's performance of the Services shall not exceed the
amount of three hundred thousand dollars ($300,000) for the period of three years of the
Initial Term, and shall not exceed the amount of two hundred thousand dollars for the two
additional one-year renewal options bringing the total compensation payable to an
amount not -to -exceed five hundred thousand dollar ($500,000), City shall pay Consultant
on a time and materials basis up to the not to exceed amount in accordance with Exhibit
"B" titled "Ice Schedule Title" which is attached hereto and incorporated herein by
reference
5 2 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; or (iv) on the date sent by facsimile or electronic mail transmission (including
PDF), if confirmed with a copy sent contemporaneously by first class, certified,
registered or express mail 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,
City Clerk
City of Redlands
35 Cajon Street
P 0 Box 3005 (mailing)
Redlands, CA 92373
jdonaldson(cr�7cityofrcdlands org
Phone (909) 798-7531
CONSULTANT.
Tyler Rcifert, President
waterTalent
10877 Wilshire Blvd. Suite 708
Los Angeles, CA 90024
treifert@watertalent.net
Phone (424) 832-7217
Fax (424) 832-7018
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
2
LActijn\Agreemens\waterrAL,r3NTAgreement.PS-1 1.FY20-0141.doc,jn
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,"
titled "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) 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
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 he 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 is expressly prohibited from assigning or subcontracting any of the
Services without the prior written consent of City In the event of mutual agreement
by the Parties to assign or subcontract a portion of the Services, Consultant shall add
such assignee or subcontractor as an additional insured to the insurance policies
required hereby and provide City with the insurance endorsements prior to any
Services being performed by the assignee or subcontractor
6,2 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
7 1 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
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
3
L:\ca\djm\Agreements\wawa M.L' NT Agreement. PS- 1 I .FY20-0141.doc.jn
represents that in the performance of its duties hereunder, no person having any such
interest shall perform any Services under this Agreement.
7.2 Consultant agrees it is not a designated employee within the meaning of the Political
Reform Act because Consultant:
A Does not make a governmental decision whether to
(i) approve a rate, rule or regulation, or adopt or enforce a City law,
(ii) issue, deny, suspend or revoke any City permit, license, application,
certification, approval order or similar authorization or entitlement;
(iii) authorize City to enter into, modify or renew a contract;
(iv) grant City approval to a contract that requires City approval and to which
City is a party, or to the specifications for such a contract;
(v) grant City approval to a plan, design, report, study or similar item,
(vi) adopt, or grant City approval of, policies, standards or guidelines for City
or for any subdivision thereof,
B Does not serve in a staff capacity with City and in that capacity, participate in
making a governmental decision or otherwise perform the same or substantially
the saute 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.
7.3 In the event City determines that Consultant must disclose its financial interests,
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.
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 Parry 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
8,2 Consultant shall not assign any of the Services, except with the prior written approval of
City and in strict compliance 1,vith the terms and conditions of this Agreement. Any
assignment or attempted assignment without such prior written consent may, in the sole
discretion of City, result 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 any 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 arc for its account
only, and in no event shall Consultant or personnel retained by it be deemed to have been
4
LA\ a\dIn\Agreements\weterTALENT Agreement, PS -I 1.1Y20-014I.doc,jn
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.
8 4 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 (I) 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
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 fonn, 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 tennination,
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,
8 6 This Agreement, including thc 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 arc 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.
8 7 This Agreement shall be governed by and construed in accordance with the laws of the
State of California.
8 8 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.
ARTICLE 9— UNAUTHORIZED CONVERSION OF TEMPORARY EMPLOYEE BY
CLIENT, NON -SOLICITATION
9 1 Client understands that Temporary Employees are assigned to Client to render temporary
services, and absent agreement to the contrary, are not assigned to become employees of
5
1,•\ callni Agreemen ts waterTALENT Agruement. I'S- I 1 ,FY 20-0 I 41,dot*
Client, Client acknowledges that considerable expense is incurred by waterTALENT to
advertise, recruit, evaluate, train, screen, and provide appropriate quality controls relative
to Temporary Employees,
9.2 Accordingly, Client will not, without the prior written consent of' water'1'ALENT, which
may be granted or withheld in waterTALENT's sole discretion, solicit a 'Temporary
Employee for employment other than through waterTALENT, interfere with the
employment relationship between waterTALENT and Temporary Employees, or directly
or indirectly cause a Temporary Employee to transfer to another temporary staffing
service
9 3 If Client, either directly or indirectly, including through any company or entity within
Client's control or a company affiliated with Client, hires a Temporary Employee of
waterTALENT as an employee, consultant, independent contractor of Client, or utilizes
the Temporary Employee's services through another temporary or outsourcing service
during such 'Temporary Employee's employment by waterTALENT or an affiliate of
waterTALENT, or within twelve (12) months after conclusion of this person's temporary
assignment by waterTALENT at Client, Client agrees to pay waterTALENT a direct
hire/conversion fee stipulated by the parties to be set forth in a Fee Schedule to be
amended to this agreement or, in the case of a direct placement or temp -to -hire
conversion, a fee equal to twenty-five percent (25%) of the employee's annualized wage
or salary offered to Temporary Employee by Client. If the offer to Temporary Employee
is not considered full-time, the conversion fee shall be calculated by the average amount
of hours worked on a weekly basis then annualized on a schedule for a 12 month/52-
week period.
ARTICLE 10 — SUPERVISION OF TEMPORARY EMPLOYEES
10 1 waterTALENT agrees to provide supervision and the necessary general training and basic
PPE for its employees to ensure the delivery of the agreed upon services as outlined in
each task order Client agrees to provide orientation and site specific information in order
for Temporary Employee to safely and properly carry out their assigned scope of
services. Client agrees that Temporary Employees shall not be permitted, without
express advance written approval by an officer of waterTALENT, while on Client's
business Premises or providing services to Client, to (a) engage in travel or otherwise
operate a motor vehicle or any motorized equipment on behalf of Client, (b) handle cash
or negotiable instruments, (c) be permitted unsupervised or uncontrolled access to
confidential or proprietary information, (d) be permitted unsupervised access to or control
of the Client's Premises, (c) remove any property of Client from Client's business
Premises, (f) consume any alcohol, or (g) consume drugs, unless advance written
authorization is provided by a physician, while the Temporary Employees are on
assignment to Client,
10 2 In the event written approval is granted by waterTALENT for item (a) the operation of a
Client motor vehicle or motorized equipment in support of the execution of the scope of
services, Client shall provide copies of current motor vehicle or motorized equipment
maintenance logs, registration, and proof of insurance for any motor vehicle or motorized
6
L, cn djm\AgreemenIslwnterTALF,NT Agreement.I'S-I I.FY20-0141.doc,jn
equipment that Temporary Employee is charged with operating in the execution of the
scope of the services Client shall provide written authority to Temporary Employee
certifying that Temporary Employee is authorized by Client to operate any motor vehicle
or motorized equipment for the duration of the assignment
10 2 Client shall not pay Temporary Employees other than through its payments to
waterTALENT under this Agreement, or advance any funds to them
ARTICLE 11 — TERMINATION OF TEMPORARY EMPLOYEE JOB ASSIGNMENT OR
REASSIGNMENT OF TEMPORARY EMPLOYEE BY WATERTALENT
Client acknowledges that watcrTALENT has the sole and exclusive right to terminate the
assignment of any Temporary Employee, or to reassign any Temporary Employee to
other positions including positions with other clients of waterTALENT Client may notify
waterTALENT at any time of Client s request that any Temporary Employee with whom
Client is not satisfied be removed from a particular assignment or from performing
services at Client altogether
IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have
signed in confirmation of this Agreement
DS WATERTALENT
By
c. _
Paul I' Barich, Mayor
ATTEST
e Donaldson, City Clerk
7
L .ca\dpn\Ae cemcnls`woterTALEtiT Agreement.PS 1 1 FY20-0141 doc.in
Tyler Reifcrt, lsresident
EXHIBIT "A"
SCOPE OF SERVICES
The City of Redlands provides high -quality drinking water to more than 75,000 residents in the
Redlands, Mentone, Grafton Hills, San Timotco Canyon, and San Bernardino areas. The water is
blended with local ground water, surface water, and State Water Project water which require
specialty water treatment/distribution certification issued by the State Water Resources Control
Board (SWRCB) It is of utmost importance to maintain an adequate water utility staff at all
times, all the way from a utilities operator and up into senior management The times are more
critical than ever as there is not only a nationwide but a global shortage of certified water experts
to go around. This is why waterT ALENT is dedicated to directly address the growing issue of
sustaining a proper certified workforce by means of temporary and interim relief.
As mentioned in the previous section, waterTALENT operators aren't exclusively utilized to just
fill a role, but to work and collaborate with the existing staff in making forward progress in a
multitude of ways, including but not limited to CIP upgrades, project management, SOP/O&M
manual review, mentorship, and of course your norrnal routine day-to-day operations. waterT
AUNT operators can act as operators, supervisors, consultants, or directors, with each
waterTALENT operator possessing an average of 20+ years of experience. waterTALENT vets
and recruits professionals who care about the state of affairs in this industry, and therefore don't
solely exist to "fill a chair"
The process to procure a temporary waterTALENT operator is relatively straightforward.
I City Identified Need. City experiences a job vacancy they have decided they would
like temporaly support for
2. Notice to waterTALENT City reaches out to waterTALENT identifying the
temporary position at hand (certifications required, specific scope of work/job
description, projected start date etc.)
3 waterTALENT Sourcing: waterTALENT takes provided information and sources a
candidate(s) that tits the bill
4 City Interview City interviews tcmpora y candidate (by phone or in -person if
convenient)
5 Deployment (if City wishes to proceed with candidate) watcrTALENT deploys
candidate to the City
6 Re -source: Of City does not wish to proceed with candidate) waterTALENT
identifies another candidate and repeats step 3 until right candidate is found
waterTALENT is the premier on -call resource for temporary, licensed water/wastewater
operators where they are needed most. The above process may be repeated as many times as
needed for as many vacancies that require temporary/intcrim support. waterTALENT is seen as a
vital resource for all of your planned (and unplanned) job vacancies and can be seen as your
dedicated suppolt arm to fill these critical roles in as minimal amount of time as possible
8
L.; \ ea\ cljni \Agreements \ waterTALTiNT Agreemen t. PS- 1 I .FY20-0 I 4 I ,doc,jn
EXHIBIT "B"
FEE/COST PROPOSAL
Job Classification
Hourly Rate (local)
Hourly Rate (local)
Water Distribution Operator
$100/hr
$120/1ir
Customer Service Field
Technician
$100/hr
$120/hr
Sr Water Distribution
Operator
$1 10/hr
$130/hr
Sr Customer Service Field
Technician
$1 10/hr
$130/hr
Water Distribution Crew
Leader
$120/hr
$135/hr
Regulato 1 y Compliance
Officer
$135/hr
$1501hr
Water Distribution Supervisor
$145/hr
$160/hr
Water Production Operations
Supervisor
$145/hr
$160/hr
Water Distribution
Superintendent
$155/hr
$170/hr
Utilities Operations Manager
$200/hr
$210/hr
Director of Municipal Utilities
and Engineering
$250/hr
$260/hr
Consultant
$160/hr (local or remote)
$175/hr
(All other positions within
Municipal Utilities &
Engineering)
Point -of -need*
Point -of -need*
9
L \caldjn'AgrecmcntslwaterTALGNT Agreement. PS-1 1.PY20-0141.doc.jn
BXIIIBIT "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 clue to his or her employees
CI IECK ONE
1 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 tithes, in performing the work. and activities required or permitted under
this Agreement, I shall not employ any person in any manner such that 1 become subject to the
workers' compensation laws of California. However at any time, if I employ any person such
that 1 become subject to the workers' compensation laws of California, immediately 1 shall
provide the City with a certificate of consent to sell 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 arc true and correct
W ATERTALEN 1'
Tyler Reifcrt, President
10
L:lcnldjm\Agreementslwater'1'ALENT Agreement. PS -I I.FY20.014Ldoc.jn
Date