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15-1103_KFORCE, INC_F19_Agenda ReportCity of San Juan Capistrano Agenda Report TO: Honorable Mayor and Members of the City Council FROM: David Ott, Interim Assistant City Manager M.IM-~c 1)'0 d Prepared by: Noreen Swiontek, Senior Management Analyst (5' DATE: November 3, 2015 11/3/2015 F19 SUBJECT: Consideration of Waiving the Formal Request for Proposal/Request for Qualification Process and Approval of Amendments to Personal Services Agreements for As Needed, Temporary, Professional Staffing Services (CiviiSource Inc., Project Partners, Inc., and KFORCE Inc.) RECOMMENDATION: By motion, 1. Waive the formal request for proposal (RFP) or request for qualifications (RFQ) process pursuant to the City of San Juan Capistrano Municipal Code Section 3- 4.306 (e)(3) for temporary, professional staffing services related to Personal Services Agreements with CiviiSource Inc., Project Partners, Inc., and KFORCE, Inc. in light of extenuating circumstances for maintaining continuity of necessary service levels and uninterrupted succession. 2. Approve Amendments to the Personal Services Agreement with CiviiSource Inc., Project Partners, Inc., and KFORCE, Inc. to perform as needed professional staffing services. EXECUTIVE SUMMARY: The City contracts as needed, for temporary, professional staffing services. Due to vacancies in several City departments, staff recommends that the City Council approve Amendments to three (3) Personal Services Agreements by increasing the total compensation amounts as well as modifying the scope, term, and counterpart signatures where beneficial to the Agreement terms. These services are necessary to continue to maintain essential and efficient daily operations, while personnel vacancies exist. The Agreement Amendments will provide flexibility and readily accessible options for temporary staffing services to accommodate multiple positions within various departments. Each of these Amendments assures uninterrupted succession and continuity of service levels. Therefore, staff also recommends the City Council City Council Agenda Report November 3, 2015 Page 2 of 3 authorize the formal RFP/RFQ process be bypassed under these circumstances per Municipal Code Section 3-4.306 (e)(3). DISCUSSION/ANALYSIS: The City has contracted with KFORCE Inc. since July 2012, for as needed temporary administrative services. KFORCE, Inc. is currently providing temporary staffing services to the City Clerk's office and Utilities Department. Project Partners, Inc. has provided temporary Engineering and Water Utility Operations staffing services to the City since 2009. Project Partners, Inc. is currently providing temporary staffing to the Ground Water Recovery Plant and to augment water conservation staff during the drought. CiviiSource Inc. has provided temporary engineering services and currently is providing the City's temporary, Interim Public Works and Utility Director. All three (3) of the staffing agencies have a long history with the City in providing quality, experienced, and highly skilled individuals at reasonable rates. Two (2) of the Staffing Agencies provide services for advanced, specialty positions requiring extensive training, certification, and experience in the field of Engineering, Public Works, and Water Utility Operations. Due to the specialized skill sets required of several positions, candidate availability is limited. At this critical juncture of the City's limited staffing resources, amending and maintaining these temporary staffing Agreements will avoid organizational deficiencies and inefficiencies resulting from extended gaps in service. These circumstances necessitate the formal RFP/RFQ process to be bypassed in order to prevent interruption or cessation of necessary City services. Staff recommends amending the total contract compensation to a not to exceed amount of $120,000 for Personal Services Agreements with KFORCE, Inc. and Project Partners, Inc. Staff also recommends increasing the total contract compensation to a not to exceed amount of $180,000 for the Personal Services Agreement with CiviiSource Inc. Additionally, staff recommends extending the Agreement term for Project Partners, Inc. through June 30, 2016, to align with the Fiscal Year and other temporary staffing agreements. These amendments provide accessibility for temporary staffing services throughout City departments. FISCAL IMPACT: All funding for temporary, professional staffing services is offset by the salary and benefit savings of vacant positions and/or approved budget allocations for contract services included in the approved Fiscal Year 2015-2016 Budget. ENVIRONMENTAL IMPACT: Not applicable. City Council Agenda Report November 3, 2015 Page 3 of 3 PRIOR CITY COUNCIL REVIEW : • On June 16, 2015, the City Council approved the Fourth Amendment to the Personal Services Agreement with KFORCE Inc. • On April 21, 2015, the City Council approved the Third Amendment to the Personal Services Agreement with KFORCE Inc. COMMISSION/COMMITTEE/BOARD REVIEW AND RECOMMENDATIONS: Not applicable. NOTIFICATION: KFORCE, Inc. Project Partners, Inc. CiviiSource Inc. ATTACHMENT(S ): Attachment 1 -First Amendment CiviiSource Inc., Personal Services Agreement Attachment 2-Second Amendment Project Partners, Inc., Personal Services Agreement Attachment 3-Fifth Amendment KFORCE Inc., Personal Services Agreement Attachment 4-CiviiSource Inc., Personal Services Agreement Attachment 5-Project Partners, Inc., Personal Services Agreement Attachment 6 -KFORCE Inc., Personal Services Agreement FIRST AMENDMENT TO PERSONAL SERVICES AGREEMENT PROFESSIONAL TEMPORARY STAFFING AND CONSULTING SERVICES THIS FIRST AMENDMENT TO THE PERSONAL SERVICES AGREEMENT between the CITY OF SAN JUAN CAPISTRANO ("City") and CIVILSOURCE, INC., ("Consultant") is made and entered into, to be effective the day of • 2015, as follows: RECITALS WHEREAS, the City and Consultant have entered into that Personal Services Agreement dated August 17, 2015, for Professional Temporary Staffing and Consulting Services (the "Agreement"); and WHEREAS, the City and Consultant desire to amend the terms of the Agreement as provided hereunder. AMENDMENT NOW, THEREFORE, in consideration ofthe promises and mutual covenants contained therein, the City and Consultant agree to the amend Section 1, Section 3, and Section 20 of the Agreement as follows: Section 1. Scope of Work is hereby amended to include work performed by the Consultant that consists of professional staffing and consulting services in the fields of Public Works, Water Resources, Transit, Land Development, Storm Water Management, Program Management, Engineering, and Construction Management. Section 3.1. Compensation Amount is amended to a total contract amount not to exceed $180,000. Professional, temporary staffing and consulting services for each position provided is not to exceed the budget funding available for the designated position. The amount stipulated for each position is not a guarantee by the City to Consultant that said amount will be received by Consultant. Rather, it represents the maximum authorization permitted without further Council approval. Section 3.2. Rate Schedule is hereby added. The services shall be invoiced to the City up to the stipulated amount agreed to at the rates set forth in Exhibit "A", attached and incorporated herein by reference, or as agreed in writing for additional positions offered. Included in the compensation are the entire Consultant's office and overhead expenses incurred by it, its agents and employees, including meetings with City representatives, travel to and from the City and incidental costs to perform Consultant's services; Section 3.3. Method of Payment is hereby retained in its entirety and renumbered. Section 3.4. Records of Expenses is hereby retained in its entirety and renumbered. Section 20. Counterparts and Facsimile Signatures is hereby added. This Agreement may be executed by the Parties in counterparts, which counterparts shall be construed together and -1 - Attachment 1 have the same effect as if all the Parties had executed the same instrument. Counterpart signatures may be transmitted by facsimile, email, or other electronic means and have the same force and effect as if they were original signatures. All other provisions of the Agreement not amended hereunder shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CITY OF SAN JUAN CAPISTRANO By: ________________________ _ Derek Reeve, Mayor CIVILSOURCE, INC. (CONSULTANT) By: ________________________ __ Amy Amirani, PE ATTEST: By: ________________________ __ Maria Morris,City Clerk APPROVED AS TO FORM: BY: -------------------------Jeff Ballinger, City Attorney -2- SECOND AMENDMENT TO PERSONAL SERVICES AGREEMENT PROFESSIONAL TEMPORARY STAFFING SERVICES THIS SECOND AMENDMENT TO THE PERSONAL SERVICES AGREEMENT between the CITY OF SAN JUAN CAPISTRANO ("City") and Project Partners, Inc. ("Consultant") is made and entered into, to be effective the day of , 2015, as follows: RECITALS WHEREAS, the City and Consultant have entered into that Personal Services Agreement dated August 27, 2015, for Professional Temporary Staffing Services (the "Agreement"); and WHEREAS, the City and Consultant desire to amend the terms of the Agreement as provided hereunder. AMENDMENT NOW, THEREFORE, in consideration of the promises and mutual covenants contained therein, the City and Consultant agree to the amend Section 2 and Section 3.1 of the Agreement as follows: Section 2. Term of the Agreement is hereby extended to June 30, 2016; Section 3.1. Compensation Amount is amended to a total contract amount not to exceed $120,000. Professional, tern porary staffing services for each position provided is not to exceed the budget funding available for the designated position. The amount stipulated for each position is not a guarantee by the City to Consultant that said amount will be received by Consultant. Rather, it represents the maximum authorization permitted without further Council approval. All other provisions of the Agreement not amended hereunder shall remain in full force and effect. [SIGNATURE PAGE FOLLOWS] -1- Attachment 2 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CITY OF SAN JUAN CAPISTRANO By: ______________________ __ Derek Reeve, Mayor PROJECT PARTNERS, INC. (CONSULTANT) By: ______________________ __ Kimo Look, Principal ATTEST: By: ______________________ __ Maria Morris, City Clerk APPROVED AS TO FORM: BY: ------------------------Jeff Ballinger, City Attorney -2- FIFTH AMENDMENT TO PERSONAL SERVICES AGREEMENT PROFESSIONAL TEMPORARY STAFFING SERVICES THIS FIFTH AMENDMENT TO THE PERSONAL SERVICES AGREEMENT between the CITY OF SAN JUAN CAPISTRANO ("City") and KFORCE, INC., ("Consultant") is made and entered into, to be effective the day of , 2015, as follows : RECITALS WHEREAS, the City and Consultant have entered into that Personal Services Agreement dated July 1, 2012, for Professional Temporary Staffing Services (the "Agreement"); and WHEREAS, the City and Consultant desire to amend the terms of the Agreement as provided hereunder. AMENDMENT NOW, THEREFORE, in consideration of the promises and mutual covenants contained therein, the City and Consultant agree to the amend Section 3.1 and Section 22 of the Agreement as follows: Section 3.1. Compensation Amount is amended to a total contract amount not to exceed $120,000. Professional, temporary staffing services for each position provided is not to exceed the budget funding available for the designated position. The amount stipulated for each position is not a guarantee by the City to Consultant that said amount will be received by Consultant. Rather, it represents the maximum authorization permitted without further Council approval. Section 22. Counterparts and Facsimile Signatures is hereby added. This Agreement may be executed by the Parties in counterparts, which counterparts shall be construed together and have the same effect as if all the Parties had executed the same instrument. Counterpart signatures may be transmitted by facsimile, email, or other electronic means and have the same force and effect as if they were original signatures. All other provisions of the Agreement not amended hereunder shall remain in full force and effect. [SIGNATURE PAGE FOLLOWS] -1- Attachment 3' IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CITY OF SAN JUAN CAPISTRANO By: ______________________ __ Derek Reeve, Mayor KFORCE INC., (CONSULTANT) By: ______________________ __ ATTEST: By: ______________________ ~ Maria Morris,City Clerk APPROVED AS TO FORM: BY: ------------------------Jeff Ballinger, City Attorney -2- PERSONAL SERVICES AGREEMENT THIS AGREEMENT is made, entered into, and shall become effective this 1 y!h day of August, 2015, by and between the City of San Juan Capistrano (hereinafter referred to as the "City") and CiviiSource, Inc. (hereinafter referred to as the "Consultant"). RECITALS: WHEREAS, City desires to retain the services of Consultant to provide public works and utilities consulting services; 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. Section 2. Term. This Agreement shall commence on the effective date and shall terminate, and all services required hereunder shall be completed, no later than June 30, 2016. Section 3. Compensation. 3.1 Amount. Total compensation for the services hereunder shall not exceed $45,000 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 monthly invoices based on total services which have been satisfactorily completed for such monthly period. The City will pay a monthly progress payment based on approved invoices in accordance with this Section. Attachment 4 3.3 Records of Expenses. Consultant shall keep complete and accurate records of all costs and expenses incidental to services covered by this Agreement. These records will be made available at reasonable times to the City. Invoices shall be addressed as provided for in Section 16 below. Section 4. Independent Contractor. It is agreed that Consultant shall act and be an independent contractor and not an agent or employee of the City, and shall obtain no rights to any benefits which accrue to Agency'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 the 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 the 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. 2 Section 8. Time of Essence. Time is of the essence in the performance of this Agreement. Section 9. Compliance with Law Consultant shall comply with all applicable laws, ordinances, codes and regulations of federal, state and local government. Section 10. Conflicts of Interest. Consultant covenants that it presently has no interest and shall not acquire any 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 11. Copies of Work Product. At the completion of the work, Consultant shall have delivered to City at least one (1) copy of any final reports and/or notes or drawings containing Consultant's findings, conclusions, and recommendations with any supporting documentation. All reports submitted to the City shall be in reproducible format, or in the format otherwise approved by the City in writing. Section 12. 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 13. 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 anyway 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 3 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 14. 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 Insurers in good standing with the State of California and having a minimum Best's Guide Rating of A-Class VII or better. 14.1 Comprehensive General Liability. 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. 14.2 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). 14.3 Worker's 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. 14.4 Proof of Insurance Requirements/Endorsement. Prior to beginning any work under this Agreement, Consultant shall submit 4 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. 14.5 Errors and Omissions Coverage Throughout the term of this Agreement, Consultant shall maintain Errors and Omissions Coverage (professional liability coverage) in an amount of not less than One Million Dollars ($1 ,000,000). Prior to beginning any work under this Agreement, Consultant shall submit an insurance certificate to the City's General Counsel for certification that the insurance requirements of this Agreement have been satisfied. 14.6 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 (1 0) days' notice shall be given if there is a cancellation due to failure to pay a premium. 14.7 Terms of Compensation. Consultant shall not receive any compensation until all insurance provisions have been satisfied. 14.8 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 15. 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 (1 0) 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 (1 0) day cure period. 5 Section 16. 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: To Consultant: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn.: City Manager Amy Amirani, PE CiviiSource 9890 Irvine Center Drive Irvine, CA 92618 Section 17. 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. Sect1on 18. 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 19. Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. 6 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. ~ CONSULTANT By: Ccv~lA~' Amy A am, PE AITEST: APPROVED AS TO FORM: 7 Exhibit A Consultant agrees that its professional public works and utilities professional consulting services with be provided by Thom Coughran, PE, CiviiSource Regional Director. Services include, but are not limited to, engineering, municipal administrative, fiscal management, water production and water distribution operations. Mr. Coughran is a California registered profession engineer, Certified Water Distribution Operator Grade D5 and has over 35 years of professional public works and water operations experience. He will be available, on site, Monday -Friday during normal business hours and attend City Council, Commission and outside agency meetings as needed. All services provided and expense incurred under this Agreement will be compensation at a flat rate of $18,000 per calendar month, or pro-rated for partial months per the table below. Full Monthly Rate : $ 18,000 Full Weekly Rate: $ 4,154 Daily Rate: $ 593 8 PROFESSIONAL SERVICES AGREEMENT Kh THIS AGREEMENT is made, entered into, and sh all become effective this~ day of August, 2015, by and between the City of San Juan Capi~~rano (here~.nafter referred to as the "City") and Project Partners, (hereinafter referred to as the Consultant ). RECITALS: WHEREAS, the City currently desires to retain the services of the Consultant regarding the City's proposal for professional, temporary staffing services; 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 professional staffing services, including but not limited to accounting, financial, administrative, general clerical, engineering, technical, professional and management services. Temporary assignments may include, but are not limited to, interim department directors, water operators, accountants, receptionists and office assistants, engineers, customer service representatives, cashiers, construction inspectors, maintenance workers, code enforcement officers, planners, administrative assistants and financial/management analysts. Section 2. Term. This Agreement shall commence on the effective date and shall terminate, and all services required hereunder shall be completed, no later than March 1, 2016, subject to Section 15 (Termination). Section 3. Compensation. 3.1 Amount. Total compensation for the services hereunder shall not exceed $25,000 at an hourly rate mutually ag reed to by th e Consultant and the City. The amount stipulated above is not a guarantee by th e City to Co nsultant that said amount will be received by the Consultant. 3.2 Rate Schedule The services shall be invoiced to the City up to the stipulated amount agreed to at the hourly rate set forth in Exhibit "A", attached and incorporated herein by reference, or as agreed in writing. Included in the compensation are the entire Consultant's office and overhead expenses incurred by it, its agents and employees, including meetings with City representatives, travel to and from the City and incidental costs to perform Consultant's 1 Attachment 5 services. 3.3 Method of Payment. Subject to Section 3.1 , Consultant shall submit monthly Invoices based on total services which have been satisfactorily completed. 3.4 Records of Expenses. Consultant shall keep complete and accurate records of all costs and expenses Incidental to services covered by this Agreement. These records will be made available at reasonable times to the City. Invoices shall be addressed as provided for in Section 16 below. Section 4. Independent Contractor. It is agreed that Consultant shall act and be an independent contractor and not an agent or employee of the City, and shall obtain no rights to any benefits which accrue to Agency'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 the 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 the 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 2 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. Compliance with Law. Consultant shall comply with all applicable laws, ordinances, codes and regulations of federal, state and local government. Section 10. Conflicts of Interest. Consultant covenants that it presently has no interest and shall not acquire any 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 11. Copies of Work Product. At the completion of the work, Consultant shall have delivered to City at least one (1) copy of any final reports and/or notes or drawings containing Consultant's findings, conclusions, and recommendations with any supporting documentation. All reports submitted to the City shall be in reproducible format, or in the format otherwise approved by the City In writing. Section 12. 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 13. 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 wrpngful conduct of Consultant, Consultant's agents, officers, employees, 3 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 sole 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 14. 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 Insurers In good standing with the State of California and having a minimum Best's Guide Rating of A-Class VII or better. 14.1 Comprehensive General Liability. Throughout the tenn 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. 14.2 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). 14.3 Workers' Compensation. Consultant shall obtain and maintain, during the term of this Agreement, Workers' Compensation Employer's Liability Insurance in the statutory amount as required by state law. 4 14.4 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 addHional insured 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. 14.5 Errors and Omissions Coverage Throughout the term of this Agreement, Consultant shall maintain Errors and Omissions Coverage (professional liability coverage) in an amount of not less than one million Dollars ($1 ,000,000). Prior to beginning any work under this Agreement, Consultant shall submit an insurance certificate to the City's General Counsel for certification that the insurance requirements of this Agreement have been satisfied. 14.6 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. 14.7 Terms of Compensation. Consultant shall not receive any compensation until all insurance provisions have been satisfied. 14.8 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 15. Termination. Either party shall have the right to terminate this Agreement without cause by giving thirty (30) days' advance written notice of termination to the other party. 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. 5 Any respective obligations of Consultant or City hereunder which by their nature would continue beyond the termination, cancellation or expiration of this Agreement shall survive such termination, cancellation or expiration. Section 16. 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: To Consultant: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn: Thorn Coughran, Interim Public Works & Utilities Director Project Partners 23195 La Cadena Drive Suite 101 Laguna Hills, CA 92853 Attn: Kimo Look, Principal Section 17. 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 18. Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be In Orange County. Section 19. Entire Agreement This Agreement constitutes the entire understanding and agreement between the parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. Section 20. Counterparts and Facsimile Signatures. This Agreement may be executed by the Parties In counterparts, which counterparts shall be construed together and have the same effect as if all the Parties had executed the same instrument. Counterpart signatures may be transmitted by facsimile, email, or other electronic means and have the same force and effect as if they were original signatures. 6 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CITY OF SAN JUAN CAPISTRANO PROJECT PARTNERS, (CONSULTANT) By: ~~--~~~~----------Kimo Look, Principal ATIEST: APPROVED AS TO FORM: CJ 42 /Srrlv ------=:) ~linger. City Attore y 7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. ATTEST: Maria Morris, City Clerk APPROVED AS TO FORM: Jeff Ballinger, City Attorney CITY OF SAN JUAN CAPISTRANO By:-----------Keith Till, Interim City Manager PROJECT PARTNERS, (CONSULTANT) 7 Exhibit A "Partners in Building Engineering Careers and TeAms" www.projectpartners.com August24,2015 Ms. Noreen Swionlek City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 SUBJECT: Water Conservation Support Services Dear Ms. Swiontek, Project Partners is pleased to submit this proposal to assist the City of San Juan Capistrano {City) with Water Conservation Support Services. Project Partners is a civil engineering firm that provides staff resources to public sector agencies to help departments' complete projects and meet its goals. PROJECT UNDERSTANDING Project Partners understands that the City of San Juan Capistrano's Utilities Department is required to meet State mandated water conservation efforts and reduce water use within its service area. The Utilities Department, which oversees water production and distribution, has a water conservation program that could use assistance in implementing and tracking its various water conservation programs. Project Partners is proposing to provide an experienced Water Conservation Technician to provide that needed support so the City's Utilities Department can meet is conservation and reporting goals. Below is our proposed scope of work and work-plan for services for the City. Scope of Work The following is the proposed scope of work that will be performed. 1. 2. 3. 4. 5. Conducts audits of customer homes and gardens: analyzes water usage; checks leaks and waste to identify water issues: prepares and presents water audit results: recommends modifications as appropriate. Assist in the evaluation of water usage for landscape, commercial, industrial and agricultural customers; recommends solutions to problems identified. Help promote and coordinate specific activities related to water conservation. Assist with the development of educational and motivational material for water conservation efforts including press releases and newsletters. Assist with record maintenance and development of reports concerning new or ongoing programs and program effectiveness related to water conservation. 1. 23195 Lu C'"lc:nil Or I ji/J,/11<' 9119 fl52 9300 liP. rJ•Jfl fl!);1 .rJ:I;J;l Su•w 101 l n;)Uf'il 1 ldlt;, (:A !J26!'i:1 Project Psrlners Proposal City of San Juan Capistrano -Water Conservation Page 2of4 6. 7. 8. 9. Assist with the development of survey instruments; conducts surveys related to water usage and implements program changes in response to results. Monitor water conservation program compliance with laws, rules, and regulations. Order and maintain Inventory of brochures, pamphlets, and other related water conservation materials. Performs related duties and responsibilities as required. Identified ProJects The specific projects that will be undertaken and completed in this workplan will be Identified In upcoming phases. Through close collaboration with the City, a distinct set of projects will be selected. This list can be amended as changing department priorities emerge through the duration of the contract. Proiect Duration The anticipated duration to complete the projects outlined in this workplan Is 5 to 6 months. This is based on our understanding of the Client's needs, and the multitude and complexity of the tasks Identified in the Scope of Work, and the anticipated number of projects. Allocated Staff Resource Project Partners Is pleased to dedicate the services of Mr. George Flores our Water ConservaUon Technician. Mr. Flores worked at Moultan Niguel Water District as a Water Conservation Customer Service Representative. He has completed multiple water related courses at Rancho Santiago College including Water Conservation Practitioner. He has a T1 and 02 water operator certifications and equally Important, over 1 0 years of proven Customer Services experience Hourly Rate $38.00 ProJect Coordination, Logistics and Operations Staff Location To Increase efficiency and expedite completion of the project, Project Partners staff will station our assigned staff at the Client's facilities. Working on-site at Client offices offers many advantages that increase efficiency and reduce overall cost to the client. These advantages include easy access to necessary project files, documents, and other data, which results In Increased project productivity. Additionally, the on-site location facilitates coordination with Client staff; allows quicker and more Informed decision- making, as well as faster completion of projects. The resuH is increased efficiency and lower overall project cost. An additional Important benefit offered by on-site location of our staff is key project decisions are better understood by the client and Is added to the overall retention of project based knowledge (institutional knowledge). Pro)ecl Partners Pioposat City of San Juan Capistrano -Water Conservation Page 3of4 Project Coordination Staff Schedule -Project Partners staff will be assigned to work at the Client's facilities from 8:00am to 5:00 pm, 5 days (40 hours) per week. Project Partners will adjust staffs schedule, as-needed, to facilitate our ability to meet the Client's goals. Project Updates and Meetings • Project Partners staff will provide our client with update meetings at a minimum of every two weeks. In the update meetings, our staff will review the status of the ongoing projects, highlight Identified Issues or concerns the client should be aware of and a look ahead to projected accomplishments In the coming two weeks. Project Partners staff will not be required to attend regular Department staff meetings, but will attend as-needed to relay project status thus allowing better project coordination with any other projects undertaken by the Client. Tools, Equipment & Materials Vehicles -Should there be a need for Project Partners staff to conduct field work, our staff will utilize their own vehicles. Project Partners will invoice the City at the IRS approved mileage rate for all approved miles driven related to the project. Phone-To facilitate communication with our client, Project Partners' staff member(s) will have individual cell phone(s). This phone will be the primary phone for our staff. The client may be requested to provide our staff with a land based phone should wireless reception at city location be spotty or where it is deemed that a land line would increase the effectiveness and efficiency our staff to complete scope of work. Computers • Project Partners Is requesting that the client provide a computer linked to the client's network for our staffs use as access to various project technical, financial, and other project related information that are required to complete the task. This arrangement is requested as It has been our understanding that the Client's IT department's policies restrict non-client owned computers from having direct connection Into the computer network for security reasons. Supplies -Project Partners provides Its remote staff with the necessary general office related supplies at the start of our engagement. Project Partners Support Training • Project Partners assigned staff are professionals. They have been assigned to this workplan due to the skills, knowledge and abilities they possess. Should extra technical training be required Project Partners will provide that training. Administrative Support • Project Partners will provide our staff with necessary administrative and clerical support as needed. Supervision • Project Partners' staff are assigned as technical and administrative supervisors. These supervisors are In regular contact with our staff to assist them In completing the workplan. Where applicable, Project Partners may assign an On-Site Manager to provide further supervision of staff assigned to client projects. Assigned supervisors are as follows: Project PIJIIners Proposal City of Ssn Jusn Capistrano -Water Conservation Pa~4of4 Administrative Supervisor: Ms. Atousa Johnson Operations Manager 949-852-9300 ext. 101 Technical Supervisor: Mr. Klmo Look, P.E. Principal Engineer 949-852-9300 ext. 103 Thanks you for considering Project Partners. Should you have any questions or need further assistance, please do not hesitate to contact me at any time. Sincerely, Kimo Look, P .E. Project Partners SCHEDULE OF HOURLY RATES PROJECT PARTNERS, INC CLASSIFICATION Water Conservation Technician Engineering Project Management Specialist Inspectors Engineering Tech/CAD/GIS HOURLY BILLING RATE $38.00 $52.50 -$87.50 $81.75-$114.00 $126.00-$156.00 $46.25 -$107.50 $46.25-$81.75 Other classifications may be available at rates mutually agreed upon in writing. Hourly rates are adjusted annually based on the Califomia Consumer Price Index (CPI). Approved expenses are billed with no mark up and approved vehicle mileage is billed at the IRS allowable rate with no mark up. Project Partners ,,., 1111'1'· ill Ruiklill{] I 11!/iiii'U/Irlr) r ,l/('1'1 ., .IIIII [l.'ii/JI~· George Flores Project Level Water Conservation Technician Qualifications • 1 0+ Years of Experience In Customer Service • Water Distribution Certification 01 and 02 Summary of Qualifications • Completed Water Conservation Practitioner course at Santiago College • Strong Computer Skills Including Word, Excel, & Microsoft Office • Strong Communication Skills (Written And Oral) • Good Team Player Relevant Experience Moulton Niguel Water District (Ju/2015-Aug 2015) Temporary Water Conservation Representative I • Assisted customers with concerns or complaints regarding water usage via telephone and in person • Promoted MWDOC Turf Renovation program, informing and encouraging customers to participate • Managed newly processed work orders via Microsoft Outlook • Compiled and scheduled pre/post inspection of MWDOC Turf Renovation program for customers • Processed customer bill variance reports in accordance to increased water allocation • Utilized Oracle JD Edwards to access and maintain customer account information • Performed virtual measurements of irrigated land area utilizing Geoviewer • Performed on site measurement of irrigated land area • Compiled and organized important customer documents Project Partners George Flores Summary of Qualifications Page 2 Trader Joes, Laguna Hills, CA Manager, June 2009-Ptesent • Promoted to manage one of South Orange County's to~two grossing stores, overseeing Inventory, pricing, and quality of the product • Assign responsibilities to and supervise the work of a 2>person crew, receiving top reviews from senior superiors for management capabilities • Assist In hlrtng and training new staff and continually train and develop current staff to Increase store efficiency and staff engagement; Assisted In providing the alcohol age verification program, resulting In store being the only one In entire chain to achieve 100% success rate in verifying age • Train staff on CAL OSHA and Safety First standards and ensure staff compliance, resuhing In less than one Injury per quarter and the store leading the region in fewest injuries In 2012 • Part of team that Increased sales by 15% from previous year by training on proper ordering and dynamic customer service and designing creative visual displays to promote sales • Develop and maintain excellent relationships with outside vendors and regional staff to have the capacity to resolve Issues before they become escalated • Ensure all ordered product Is received, maintaining a 99.3% accuracy rate • Draft monthly safety summaries that are submitted to regional staff Trader Joes, Laguna Hills, CA C.rew Member, August 2005-June 2009 • Invited after just two years to participate In a management training course based on well- rounded knowledge of store, excellent customer service, and demonstrated Initiative Henry's Farmers Marl<et, Mission VIejo, CA Assistant Manager, September 2005 -March 2008 • Promoted to assist In leading departments that constHuted 40% of store sales • Entrusted to make final hiring decisions; All hires are still with company • Trained new staff and existing staff; Two such staff have been promoted to management • Maintained balanced Inventory through ordering property, promoting sales, and reducing loss • Developed positive customer relations by providing consistent on-floor assistance Education SanUago Canyon College, Orange, California Water Utilities Science Coursework, 2014 to Present University of Phoenix, Costa Mesa, CA Business Management Coursework, 2013 to Present ProJect Partners George Flores Summary of Qualifications Page 3 Professional Certifications Water Distribution certification 01 (02 anticipated in spring 2015) CWEA Grade 1 certification supplemented by a course in Collection Systems in process Skills Completed the following Water Utilities Science courses with A Grade: • Water Conservation Practitioner. • Pumps and Pumping, • Water Mathematics and Hydraulics, • California Water Resources, FIRST AMENDMENT TO PERSONAL SERVICES AGREEMENT PROFESSIONAL TEMPORARY STAFFING SERVICES THIS FIRST AMENDMENT TO THE PERSONAL SERVICES AGREEMENT between the CITY OF SAN JUAN CAPISTRANO f~ity") and Pr~rtners ("Consultant") is made and entered into, to be effective the 9,Jl.\ day of a~' 2015, as follows: RECITALS WHEREAS, the City and Consultant have entered into that Personal Services Agreement dated August 27, 2015, for Professional Temporary Staffing services (the "Agreement"); and WHEREAS, the City and Consultant desire to amend the terms of the Agreement as provided hereunder. AMENDMENT NOW, THEREFORE, in consideration ofthe promises and mutual covenants contained therein, City and Consultant agree to the amend Section 3.1 and 3.2 of the Agreement as follows: Section 3.1, Compensation Amount, is amended to add $20,000 to the Compensation Amount for a total Agreement Compensation Amount not to exceed $45,000; Section 3.2, Rate Schedule, is amended to include hourly billing rate for a Senior Water System Operator described in Exhibit A, attached and incorporated herein for reference. All other provisions of the Agreement not amended hereunder shall remain in full force and effect. [SIGNATURE PAGE FOLLOWS] -1- IN WITNESS WHEREOF, the parties hereto have executed this Agreement. PROJECT PARTNERS, (CONSULTANT) APPROVED AS TO FORM: BY:G~3~ 7 Je atllnger;"'City Attorney -2- Exhibit A r------------------"Partners in Building ~ngineering Careers and Teams" Project Partners October 7, 2015 Noreen Swiontek City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 SUBJECT: Proposal for Water Systems Operations Services Dear Ms. Swiontek, www. prajectpartners.com Project Partners is pleased to submit this proposal to provide augmented staffing services for the Engineering Department of San Juan Capistrano (City). Project Partners understands that the City seeks part-time assistance in its Water Operations Department. The proposed senior operator will work with the City's Chief Plant Operator to assist in the daily operations of the Desalter. The senior water system operator we are proposing is Mr. Casey Quinn. Mr. Quinn is an experienced operator with over 23 years of overall experience in water system operations. He has a D4 Water Distribution and T3 Water Treatment Plant Operator certification. Project Partners' billing rates for the proposed staff are as follows: Classification Senior Water System Operator Hourlv Billing Rate * $70.00 Again, I would like to thank you for considering our services and should you have any questions or desire additional information, please do not hesitate to call at any time. We look forward to working with you and your staff. Sincerely, Kimo Look, P.E. Project Partners :23195 La Cadena Oro. Suite 101 Laguna Hills, CA 82653 phone 949.852.9300 f------------------------t+--1 fsx 949.858.9322 Project Partners Pm·cners. in Building Engineering Careers ond Teams Casey Quinn Project Level Senior Water System Operator Qualifications • Over 23+ Years of Water Operation Experience Summary of Qualifications • Worked As Water Operation Worker to Supervisor at The City of Signal Hill • A VVWA Cross Connection Control Specialist (Certification #00937) • A VVWA Water Use Efficiency Practitioner Grade • 04 & T3 Water Distribution and Treatment Certffication • Strong Communication Skills (Written And Oral) • Good Team Player Relevant Experience City of Signal Hill, CA (December 1991-September 2014) Water Operations Supervisor (January 2008-September 2014) Under general direction, organizes, monitors and supervises the City's potable water system operations, including water supply, distribution, treatment, and telemetry systems; performs a variety of technical tasks relative to the water system. • Plan, prioritize, assign, supervise, review, and participate in the work of nine crew members responsible for water maintenance, treatment, and distribution. • Participate in the preparation and administration of the division budget; submit budget recommendations; monitor expenditures. • Monitor and control supplies and equipment; order supplies and tools as necessary; prepare documents for equipment procurement. • Submit required reports to regulatory bodies; monitor water quality. • Answer questions and provide information to the public; investigate complaints and recommend corrective action as necessary to resolve complaints. Project Partners Casey Quinn Summary of Qualifications Page 2 • Oversee water sample collection; verify samples are current; accompany regulatory agencies on field inspections. • Coordinate with contractors in providing contract services; solicit and collect bids for new equipment and contracted maintenance work Senior Water Systems Operator (January 2000-January 2008) Under general supervision, leads and performs a variety of skilled work related to the installation, operation, maintenance and repair of the City's water system and facilities. • Operates the City's water system. • Monitors and water levels in storage facilities • Maintains water levels in storage facilities. • Prepares operation and maintenance reports, • Identifies areas in need of maintenance and repair, • Responds to public service· calls. • Installs mains, hydrants, valves and meters. Water Maintenance Worker II (August 1994-January 2000) Under direct supervision, perform a variety of semi-skilled and skilled tasks in the construction operation, maintenance, repair and/ or cleaning of the water facilities in the City. • Operated heavy equipment, • Located and excavate and repair leaks in water lines and mains. • Installed, maintain and repair hydrants, valves, meters, and Read meters • Assisted In repairs of pumps, booster stations and other water facilities. • Customer service requests and issues. Building Maintenance Worker (December 1991-August 1994) Under direct supervision, perform a variety of semi-skilled and skilled tasks in the construction. • Operation, maintenance, repair and cleaning of all city facilities. • Basic janitorial duties, some electrical, plumbing. • Concrete work, asphalt, painting sign maintenance and repair Temporary Maintenance Worker(August 1991-December 1991) Under direct supervision, perform a variety of semi-skilled and skilled tasks in the construction. • Operation, maintenance, repair and cleaning of all city facilities. • Basic janitorial duties, some electrical, plumbing. Project Partners Casey Quinn Summary of Qualifications Page 3 • Concrete work, asphalt, painting sign maintenance and repair Education Mt. San Antonio College Walnut, CA • Introduction to Water Spring 2001 • Water treatment Fall2001 Rancho Santiago Community College Orange, CA • Pumps and Pumping Spring 1998 • Back Flow Spring 1995 • Water Math Fall 1994 Henniniger High school Syracuse , NY • High School Diploma June 1987 License & Certification AWWA Cross Connection Control Specialist -#00937-July 2016 AWWA Water Use Efficiency Practitioner Grade 1 #1569-July 2016 State Water Resource Control Board - Water Treatment Operator Grade 3-#24145-June 2018 Water Distribution Operator Grade 4 -#8692 -June 2017 Hazwoper Certification -24 hrs. #141887 October 2015 PERSONAL SERVICES AGREEMENT THIS AGREEMENT Is made, entered Into, and shall become effective this 1st day of July, 2012 (the "Effective Datej, by and between the Ctty of San Juan Capistrano (hereinafter referred to as the "City11) and KFORCE INC. (hereinafter referred to as the ·consultant"). The tenns of this Agreement shall apply to staffing services provided by the Irvine, CA office of Kft',rce Inc. RECITALS: WHEREAS, the City currently desires to retain the services of the Consultant regarding the City's proposal for professional staffing services; and WHEREAS, the 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 perfonned by the Consultant shall consist of professional staffing services as set forth In Exhibit"A," attached and Incorporated herein by reference. City agrees that It is responsible for supervising Consultenrs temporary employees ("Assigned Individual"): City shall not permit or require an Assigned Individual 0) to perform services outside of the scope of his or her assignment, 01) to sign contracts or statements (including SEC documents), (Ill) to make any management decisions, (iv) to sign, endorse, wire, transport or otherwise convey cash, securities, checks, or any negotiable Instruments or valuables, (v) to perform services remotely (e.g., on premises other than City's or City's customer's premises), or to use computers, software or network equipment owned or licensed .by the Assigned Individual or (vi) to operate machinery (other than offiCe machines) or automotive equipment. Since Consultarit Is not a professional accounting finn, City agrees that it will not pennit or require Consultant's Assigned Individual (a) to render an opinion on behalf of Consultant or on City's behalf regarding financial statements, (b) to sign the name of Consultant on any document or (c) to sign their own names on financial statements or tax retums. 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. Section 2. Term. This Agreement shall commence on the effective date and shall tenninate, no later than June 30,2013, subject to Section 13 (Termination). 1 A'ITACHMENT 6 Section 3. ~~mpensation. 3.1 Amount. Total compensation for the services hereunder shall not exceed $25,000 at the rate set forth In Exhibit "A, • attached and Incorporated. herein by reference. Consultant shall have no obligation to continue perfonnance once the not to exceed dol!ar amount limitation of $25,000 has been attained. Furthennore, City shall have the responsibility to monitor fees charged In relation to the not to exceed amount City will either terminate the assignment or Increase the not-to-exceed amount prior to attainment of the notato-exceed dollar amount Imitation. 3.2 Method of Payment. Subject to Section 3.1, Consultant's Assigned Individual will submit a time sheet for City's verification and approval at the end of each week. City's approval thereby will indicate its acceptance of the terms provided In Consultant's job arrangement letter confirming the engagtiment of that Assigned Individual. Consultant shall submit monthly invoices based on total services which have been completed for such preceding monthly period and Consultant's Invoices are due within thirty (30) days of receipt. legal~ req~o~ireEI evertime (feEier:allaw requir:es iA e*sess ef 40 I:! auF& a week, state law •Jaries) will be billeEI at-eAe and one half (1 ~~} times the-Mrmal billing rate: At the Cltv's discretion. Contractor's Assigned Individual may be required to worts the C!tv's 9/80 work schedule. The work week Is Monday-Thursday 7:30A.M.-5:30A.M. and alternate Fridays from 7:30A.M. to 4;30 P.M. The City will pay monthly Invoices in accordance with this Section. 3.3 Records of Expenses. Consultant shall keep complete and accurate records of all costs and expenses Incidental to services covered by this Agreement. These records will be made available at reasonable times during normal business hours to the City. Invoices shall be addressed as provided for In Section 14 below. Section 4. lrz.~apandent Contractor. It Is agreed that. Consultant shall act and be an Independent contractor and not an agent or employee of the City, and shall obtain no rights to any benefits which accrue to City's employees. 2 Section 5. llmltationa Upon Subcontracting and A!•lanment The experience, knowledge~ capability and reputation of Consultant, Its principals and employees were a substantial inducement for the 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, with the exception of Consultant•s third party background check vendor. 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 the City for the negligent acts and omissions of Its subcontractor as it Is for persons directly employed. Nothing contained in this Agrttement 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 8. Changes to Scope of Work. For extra work not part of this Agreement. a written authorization from City is required prior to ConsuHant undertaking any extra wortc. 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 Consultanfs fees. Section 7. Familiarity with Work and/or Construction Site. Reserved. :. Section 8. Time of Essence. Reserved. Section 8. Compliance with Law. Consultant shall comply with all applicable laws, ordinances. codes and regulations of federal. state and local government directly related to the provision of services under this Agreement. Section 10. Conflicts of Interest. ConsuHant covenants, to the best of its ability, that it presently has no Interest and shall not acquire any !:nterest, direct or Indirect, which would conflict In any manner or 3 degree with the perfonnance of the services contemplated by this Agreement Section 11. lndemnltv. To the fullest extent permitted by law, Consultant agrees to hold harmless the City and its elective and appointive boards, officers, and employees from any and all third party liabilities, expenses, or damages of any nature, including reasonable attorneys' fees, for bodily injury or death n! third party person, or physical damage to tangible property, only to the extent directly arising out of, the negligence, 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 and to the extent not caused by or resulting from the negligence, recklessness and/or wrongful conduct of the City, or any of its elective or appointive boards, officers, agents, employees, subcontractors, or Independent contractors. The Consultant shall have no responsibility for negligence, recklessness and/or wrongful conduct of the City, or any of Hs elective or appointive boards, officers, agents, employees, subcontractors, or independent contractors. Section 12. lnaurance. 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 cany, 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 unUI au Insurance required of the Consultant has also been obtained for the subcontractor. Insurance required herein shall be provided by Insurers In good standing with the State of California and having a minimum Best's Guide Rating of A-Class VI or better. 12.1 Comprehensive General Uablllty. 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). combined single limit coverage for risks associated with the work contemplated by this agreement. 12.2 Comprehensive Automobile Liability. Consulh!-nt shall maintain in fuU force and effect Comprehensive Automobile Liability coverage, including owned, hired and non-owned vehicles In an amount not less than one million doUars per occurrence ($1 ,000,000). 12.3 Workers' Compensation. 4 Consultant will maintain workers' compensation Insurance In accordance with the Labor Code of Callfoml~ and covering all employees of the Contractor providing any ~ervtce In the performance of this agreement. Such Insurance shall be endorsed to: (1) Waive the insurer-s right of Subrogation against the City and City Personnel. A mtement on an Insurance certificate will not be accepted In Reu of the actual endorsement 12.4 Proof of Insurance RequlrementaiEncloiaement. Prior to beginning any work under this Agreement, Consultant shall submit the insurance certificates, and an additional Insured endorsement naming Clty,lts 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 premises owned, occupied or used by Consultant; or automobiles owned, leased, hired, or borrowed by Consultant. 12.5 Notice of Cancellation/Termination of Insurance. '• The above policy/policies shall not tenninate, nor shaU 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 givttn If there is a cancellation due to failure to pay a premium. 12.6 Tenns of Compensation. Consultant shall receive compensation as set forth In Section 3.2. Consultant shall comply with City's reql.iesl to provide certificate of Insurance demonstrating Consultant's compUance with all of City's Insurance provisions requirements prior to the assignment of Consultanfa Assigned Individual. 12.7 Notice to Proceed. Consult:-.nt shall not proceed with any work under this Agreement until the City has issued a written 11Notice to Proceed" verifying that Consultant has complied with all insurance requirements of this Agreement. Section 13. ·renninatlon. This Agreement may be terminated by any party by providing ten (10) days' notice to the other party. Any respective obligations of Consultant or City hereunder which by their nature would continue beyond the tennlnatlon, cancelation or expiration of this Agreement shalf survive such termination, cancellation or expiration. 5 Section 14. Notice. All notices shall be personaHy 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 Ctty: City of San Juan Capistrano 32400 Paseo Adelanto · San Juan Capistrano, CA 92675 Attn: Human Resources Department To Consultant: KFORCE 1 !'01 East Palm Ave. Tampa, FL 33605 Attn: Contracts Management Section 16. Attorneys' Fees. If any action at law or In equity Is necessary to enforce or Interpret the ten:ns of this Agreement. the prevailing party shall be entitled to reasonable attorneys' fees, and costs. Section 16. Dispute Resolution. In the event of a dispute arising between the parties regarding performance or Interpretation of this Agreement, the dispute may be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service (" JAMSj. Section 17. g.~tire A9raement. This Agreement constitutes the entire understanding and agreement between the parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. Notwithstanding any language to the contrary contained In this Agreement or attachment hereto with regard to fiXed-price, dellverables, acceptance of dellverables, or milestones, Consultant shall be compensated on an hourly basis only. Section 18. Pricing. Consultant may increase ita rates for the services provided under this Agreement to reflect Increases In Consultant's own coats of doing business, including costs associated with higher wages for workers and/or related tax, benefit and other costs. Consultant will provide written notice of any Increase In Its rates for the services, and such Increase will be prospective, starting as of the effective date Consultant specifies. Section 19. Beference Checks. ' Consultant checks references by asking specific questions to select past employers 6 with regard to skiUa and wor1< history before placing an Individual on his or her first assignment and a completed Live Scan confirming no criminal history. Section 20. Conversion. In the event that City wishes to convert any of Consuttanra Assigned lndMdual, after 1040 hours of billed ~rvlces, the City agrees to pay a conversion fee of $0.00 (zero donars). Section 21. Ruume Confidentiality, City agrees to hold In confidence the Identity of Conaultanfa candidates .and their resume, social security number and other legally protected personal information. (SIGNATURE PAGE FOLLOWS) 7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. KFORCE INC. I __ ..--... ~~ s;: •:::!] ·~ APPROVED AS TO FORM: · f u;r"/ku tdJL tAJ ~ar~~oval, City Attorney 8 Exhibit A Consultant will provide professional staffing services as needed to the City. Bill rates will vary from $18.00 to $50.00 per hour based on the knowledge, skills and ablities of the tempor'ary employees provlded to City. Actual bUI rate will be negottated·at Ume of placement. 9 Fl,.t Amendment to Personal Services Agreement THIS AMENDMENT to the Personal Services Agreement between the City of San Juan Capistrano fCity1 and KFORQE Inc., ("Consultant; is made and entered Into, to be effective the 1 day of September 2014, as follows: RECITALS WHEREAS, City has retained the services of Consultant to provide professional staffing servloes pursuant to that Agreement dated as of July 1, 2012; and WHEREAS, the City and ConsuHant desire to amend the tenns of the Agreement as provided hereunder. AMENDMENT NOW THEREFORE, In consideration of the promises of mutual covenants contained therein, City and Consultant agree to amend the Agreement between City and Consultant as follows: Section 2. Term. The term of the Agreement Is hereby extended to June 30, 2015. AR other provisions of the Agreement not amended hereunder shaD remain in full force and effect. (SIGNATURE PAGE FOLLOWS) 1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. 2 CONSULTANT . I .-. By:~~{,_\ t;£c-__ ~KFORC E.Inc. 0. ~ "' -~ I -~~-/ ( Second Amendment to Personal Services Agreement THIS AMENDMENT to the Personal Services Agreement between the City of San Juan Capistrano ("City") and KFORCE Inc., ("Consultant") is made and entered into, to be effective the 161h day of March 2015, as follows: RECITALS WHEREAS, City has retained the services of Consultant to provide professional staffing services pursuant to that Agreement dated as of July 1, 2012; and WHEREAS, the City and Consultant desire to amend the terms of the Agreement as provided hereunder. AMENDMENT NOW THEREFORE, in consideration of the promises of mutual covenants contained therein, City and Consultant agree to amend the Agreement between City and Consultant as follows: Section 3. Compensation Consultant will provide professional staffing services as needed to the City. Bill rates will vary from $18.00 to $55.00 per hour based on the knowledge, skills and abilities of the temporary employees provided to the City. Actual bill rates will be negotiated at the time of placement. Total compensation for services hereunder shall not exceed $45,000. All other provisions of the Agreement not amended hereunder shall remain in full force and effect. (SIGNATURE PAGE FOLLOWS) 1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. ATTEST: Marla Morris, City Clerk APPROVED AS TO FORM: Hans Van Ligten, City Attorney 2 CO~~ULJANT By:/l/l~~--- KFORCEtiJlC: IN WITNESS WHEREOF, the parties hereto have executed this Agreement. 2 Third Amendment to Personal Services Agreement THIS AMENDMENT to the Personal Services Agreement between the City of San Juan Capistrano (11City11l and KFORCE, Inc., (11Consultant") is made and entered Into, to be effective the 21' day of Apri12015, a1, follows: RECITALS WHEREAS, City has retained the services of Consultant to provide professional staffing services pursuant to that Agreement dated as of July 1, 2012; and. WHEREAS, the City and Consultant desire to amend the terms of the Agreement as provided hereunder. AMENDMENT NOW THEREFORE, in consideration of the promises of mutual covenants contained therein, City and Consultant agree to amend the Agreement between City and Consultant as follows: Section 3. Compensation. Consultant will provide professional staffing services as needed to the City. Bill rates will vary from $18.00 to $55.00 per hour based on the knowledge. skills and abilities of the temporary employees provided to the City. Actual bill rates will be negotiated at the time of placement. Total compensation for services hereunder shall not exceed $55,000. All other provisions of the Agreement not amended hereunder shall remain In full force and effect. (SIGNATURE PAGE FOLLOWS) IN WITNESS WHEREOF, the parties hereto have executed this Agreement. ATTEST: Marla Morris, City Clerk APPROVED AS TO FORM: City Attorney CITY OF SAN JUAN CAPISTRANO By:-=---=--=----:-:-------Derek Reeve, Mayor IN WITNESS WHEREOF, the parties hereto have executed this Agreement. f\ ' ATTE\S \ \ APPROVED AS TO FORM: . ltc-----~ City Attorney CITY OF SAN JUAN CAPISTRANO By: ~Q~~ Derek eeve, Mayor CONSULTANT By: __ _ Fourth Amendment to Personar Services Agreement THIS AMENDMENT to the Personal Services Agreement between the City of San Juan Capistrano ("City") and KFORCE, Inc., ("Consultant") Is made and entered Into, to be effective the 16111 day of June 2015, e1s follows: RECITALS WHEREAS, City has retained the services of Consultant to provide professional staffing services pursuant to that Agreement dated as of July 1, 2012; and, WHEREAS. the City and Consultant desire to amend the terms of the Agreement as provided hereunder. AMENDMENT NOW THEREFORE, In consideration of the promises of mutual covenants contained therein, City and Consultant agree to amen~ the Agreement between City and Consultant as follows: Section 2. !.!!!!!: The term of the Agreement Is hereby extended to June 30, 2016. Section 3. Compensation. Consultant will provide professional staffing services as needed to the City. Bill rates wUJ vary from $18.00 to $55.00 per hour based on the knowledge, skills and abilities of the temporary employees provided to the City. Actual bill rates will be negotiated at the time of placement. Totar compensation for services hereunder shall not exceed $75,000. All other provisions of the Agreement not amended hereunder shall remain In full force and effect. (SIGNATURE PAGE FOLLOWS) Atlachment 2 IN WITNESS WHEREOF, the parties hereto have executed this Agreement . CITY OF SAN JUAN CAPISTRANO By: Derld::::! ~ CONSULTANT By:_fU~ APPROVED AS TO FORM: