Agreement - Operational Technical Services - 2021-04-07
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Operational Technical Services, LLC Professional Services Agreement
This Professional Services Agreement (“Agreement”) is entered into on 7th day of April, 2021, (the “Effective Date”), by and between Operational Technical Services, LLC also known as OTS, a California limited liability company OTS with offices at 10250 Constellation Blvd, Ste 03-115 Los
Angeles, CA 90067, Costa Mesa Sanitary District and (“Client”), with offices at 290 Paularino Ave, Costa Mesa, CA 92626 RECITALS WHEREAS OTS is in the business of providing specialty technical staffing services to accommodate public and private utilities with Temporary, Temporary-to-Hire, Direct Hire and Emergency on-Call Water and Wastewater Professionals who are experienced in wastewater treatment, water treatment,
collections, water distribution, maintenance, regulatory compliance, and laboratory compliance. WHEREAS Client desires to retain OTS to utilize the specialty technical staffing services provided by
OTS and Temporary Employees, as defined below. NOW, THEREFORE, in consideration of the parties’ mutual covenants, conditions and promises
contained herein, the parties hereto agree as follows: 1. DESCRIPTION OF SERVICES
1.1. OTS agrees to provide Client with specialty technical staffing services as may be assigned from time to time, in writing by the Client. Personnel provided by OTS shall be referenced in
this Agreement in the singular as “Temporary Employee” or in the plural as “Temporary Employees.” Each such assignment shall be made in the form of a written Task Order. Each such Task Order shall include, but not be limited to, a description of the nature and scope of services to be performed by OTS Temporary Employee, the services fee schedule, the location of Premises where services will be performed, the name and title of direct supervisor provided by Client responsible for supervising the OTS Temporary Employee, and the expected duration of the services.
1.2. Unless otherwise agreed, all services performed by a Temporary Employee shall be performed at Client’s business Premises, as set forth in a future Task Order. Client will not change the scope of services in the Task Order without prior written approval of OTS. Client will not
reassign or relocate a Temporary Employee without prior approval of OTS. Client agrees to assume all liability for any third-party claim arising after any reassignment, change in Task Order or relocation of any Temporary Employee without OTS’s prior written approval.
2. COMPENSATION
2.1. In consideration for the services to be performed by OTS, Client agrees to pay OTS as provided for in each Task Order. Each Task Order shall specify a Fee Schedule for the hourly rate of OTS services performed by Temporary Employee, which is set forth on an exhibit to be
attached to each Task Order issued to Client. The hourly rate shall be based upon, but be not limited to, the nature of work to be performed, the risk level of such work, the technical skill
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level required of Temporary Employee, the level of responsibility of such work, and the duration of the Task Order.
2.2. OTS shall not be compensated for any services rendered nor reimbursed for any expenses incurred in excess of those authorized in any Task Order unless approved in advance by Client
in writing. 3. TERM AND TERMINATION
3.1. This Agreement shall commence as of the date set forth above and shall continue in full force and effect for two (2) years following the Effective Date (the “Initial Term”) unless earlier terminated as provided herein. 3.2. Either party may terminate this Agreement at any time for any reason or no reason, by giving thirty (30) days’ notice in writing to the other party.
3.3. In the event that this Agreement is terminated prior to conclusion of the Initial Term, all fees, costs and reimbursements owed, due, accrued, or earned as provided in this Agreement remain owed, due, accrued, or earned and shall be paid within ten days after termination. Further, all
provisions in the Agreement regarding Proprietary Software, Non-Solicitation, Confidentiality, Work Product and Indemnification shall continue in full force and effect through the period of the Initial Term.
3.4. In the event of a declared Federal or State emergency, where the OTS Temporary Employee on assignment with Client is determined to possess skills critical to the response to said disaster
response, either natural or manmade, OTS reserves the right to remove Temporary Employee from Client site to redeploy to the emergency scenario. 4. PREQUALIFICATION OF TEMPORARY EMPLOYEES 4.1. OTS shall complete the following verifications for all Temporary Employees: I-9 verification; Confirmation of specified professional certifications; Confirmation of professional references 4.2. OTS may also complete any other screening as it deems necessary to determine the qualifications and suitability of the Temporary Employees. Professional reference checks for Temporary Employees shall be based solely upon application information provided by the Temporary
Employees. OTS shall be entitled to rely upon any and all information received from Temporary Employees and their references with respect to such Temporary Employees.
4.3. OTS shall arrange for third party verifications which will include a criminal background check from all counties, states, and federal territories where the applicant has lived in the past 7 years. These third-party verifications also search all names the applicant has identified to OTS as
having been used in the past. OTS will also request and review a driving record in the states where the applicant has indicated a license has been issued for the 7 years prior to application. Each potential Temporary Employee must submit to a full 10 panel drug test which includes
Amphetamines, Cocaine, Marijuana, Opiate, Phencyclidine PCP, Barbiturates, Benzodiazepine, Methadone, Propoxyphene, and Methaqualone.OTS may revise its verification and testing procedures as it determines appropriate.
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4.4. Except as specifically provided herein or mutually agreed upon between Client and OTS, OTS
shall not provide or conduct any other background, reference or qualification checks or testing. 5. COMPENSATION OF TEMPORARY EMPLOYEES
5.1. OTS shall be responsible for the compensation of its Temporary Employees, including payment of wages, applicable federal, state, and local taxes, and the payment of any required insurance
(FUTA, SDI, Unemployment Insurance). OTS shall be solely responsible for any insurance premium payments for Workers’ Compensation, disability, or other insurance, which is imposed upon OTS and required as a consequence of OTS’s employment of Temporary Employees under this Agreement. OTS agrees to hold Client harmless from all applicable federal, state, and local taxes relating to income tax withholding, unemployment taxes, FUTA, SDI, and state unemployment insurance imposed upon OTS for wages paid by OTS to Temporary Employees. 6. SUPERVISION OF TEMPORARY EMPLOYEES
6.1. Client agrees to provide direct supervision and training to Temporary Employees at all such times that the Temporary Employees are at Client’s business Premises. Client further agrees that
Temporary Employees shall not be permitted, without express advance written approval by an officer of OTS, 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, (e) 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.
6.2. In the event written approval is granted by OTS 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 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.
6.3. Client shall not pay Temporary Employees other than through its payments to OTS under this Agreement or advance any funds to them.
7. WORK ENVIRONMENT FOR TEMPORARY EMPLOYEES; EQUAL OPPORTUNITY 7.1. Client agrees to comply with all applicable laws and ordinances relating to work site health and
safety, and agrees to provide Temporary Employees a safe and healthful workplace, notices and training required by the Hazardous Communications Standard established by the Occupational Safety and Health Administration (“OSHA”), California Fair Employment and Housing Act,
Title VII, and any other law applicable to employees. Client agrees that it shall always have in place during the term of this Agreement an ongoing safety program in compliance with all applicable state and federal laws. California employers with any outdoor places of employment
must comply with the Heat Illness Prevention Standard - Title 8 California Code of Regulations (T8 CCR) Section 3395.
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7.2. Client agrees to indemnify, defend and hold harmless OTS for claims, damages or penalties
arising out of violations of the Occupational Safety and Health Act of 1970, or any similar state law and any and all regulations, rules or orders adopted thereunder with respect to workplaces owned, leased or supervised by Client, and/or to which OTS employees are assigned.
In the event of an accident, medical treatment, serious illness or injury, or death involving a OTS
employee assigned to Client, Client shall notify OTS immediately. For any serious injury, illness
or death, of a OTS employee occurring in a place of employment or in connection with a
Temporary Employee, Client shall report immediately, by telephone or fax, to the nearest OSHA
office and shall make the report on behalf of both OTS and Client. Client shall provide to OSHA
all information required by applicable law, as well as OTS’s name, address, phone number and
contact person, and the OTS employee’s name. Client shall notify OTS concurrently with or, if
that is not possible, immediately after the report has been made.
7.3. OTS is an equal opportunity employer and actively supports federal, state and local laws prohibiting discrimination in employment practices because of race, color, religion, sex, age, handicap, marital status, Vietnam Era and/or special disabled veteran status, national origin, sexual orientation, or any other classification protected by law, and OTS further complies with
any and all other federal, state and local employment laws and regulations (including those pertaining to family and medical leave and other fair employment practices), including but not limited to the Equal Opportunity Clause in 41 C.F.R. Section 60-1.4 (all of the foregoing being
collectively referred to as the “Employment Obligations”). Client hereby agrees to comply with all of the Employment Obligations. 8. TERMINATION OF TEMPORARY EMPLOYEE JOB ASSIGNMENT OR REASSIGNMENT OF TEMPORARY EMPLOYEE BY OTS
8.1. Client acknowledges that OTS 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 OTS. Client may notify OTS 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, and Client may request another Temporary Employee to replace the Temporary Employee that was removed. 9. OTS AS INDEPENDENT CONTRACTOR 9.1. OTS shall be considered for all purposes to be an independent contractor of Client and nothing in this Agreement shall be construed to create a partnership, employment relationship, joint venture, or enterprise between OTS, and Temporary Employees, and Client. 10. COMPLIANCE WITH LAW
10.1. Client agrees to comply with all applicable local, state, and federal laws, rules, regulations, and orders. Without limiting the foregoing, Client will comply with all applicable laws, federal and
state, pertaining to labor and employment, including but not limited to Title VII of the 1964 Civil Rights Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Fair Labor Standards Act, the Immigration Reform and Control Act, the California Fair
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Employment and Housing Act, the California Labor Code and California Industrial Welfare Orders, and all laws governing acts of sexual harassment or discrimination in the workplace.
OTS shall incur no liability with regard to any alleged violation of laws by Client. 11. UNAUTHORIZED CONVERSION OF TEMPORARY EMPLOYEE BY CLIENT; NON-SOLICITATION 11.1. 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 Client. Client acknowledges that considerable expense is incurred by OTS to advertise, recruit, evaluate, train, screen, and provide appropriate quality controls relative to Temporary Employees. 11.2. Accordingly, Client will not, without the prior written consent of OTS, which may be granted or withheld in OTS’s sole discretion, solicit a Temporary Employee for employment other than through OTS, interfere with the employment relationship between OTS and Temporary Employees, or directly or indirectly cause a Temporary Employee to transfer to another
temporary staffing service.
11.3. 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 OTS 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 OTS or an affiliate of OTS, or within twelve (12) months after termination of this person’s temporary assignment by OTS at Client, Client agrees to pay OTS a direct hire fee stipulated by the parties to be set forth in an Exhibit A Fee Schedule which is attached to the end of this agreement or, in the case of a direct placement of a full-time hire, a fee equal to twenty-five percent (25%) of the employee’s annualized wage or salary. 12. PRICING, INVOICING AND PAYMENT
12.1. OTS shall invoice Client weekly following the Client approval of Temporary Employee’s approved hours and charges of work completed and agreed upon other direct charges. Client agrees to pay such invoices net thirty (30) days of receipt of invoice. Any invoice that is not paid
in full within thirty (30) days after the invoice due date will bear default interest of the lesser of one and one-half percent (1.5%) per month or the highest amount allowed by law. Client shall pay any such default charges and any costs incurred by OTS in collecting its fees and costs.
12.2. Rates and fees under this Agreement may be increased upon written notice to include any increase or addition of any government-imposed taxes, fees or costs, including costs incurred in
complying with applicable laws, rules and regulations, imposed after the Effective Date. 13. PROPRIETARY SOFTWARE 13.1. To satisfy Client’s Temporary Employee requirements, data and invoices may be generated using OTS’s proprietary or licensed software to which Client and Temporary Employees may have access. Client agrees that OTS software, including its data formats and any other related information pertaining to the software and its functions, shall remain the exclusive property of OTS or licensor, and shall not be duplicated, copied or disclosed, or utilized for any other purpose.
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14. INSURANCE
14.1. OTS shall provide all pertinent and necessary insurance at its own cost and expense, which shall include:
14.1.1. Workers’ Compensation insurance as prescribed by the law of the state(s) in which the work is performed.
14.1.2. Employer’s Liability insurance with limits of at least $1,000,000 for each occurrence, $1,000,000 Disease – Policy limit, and $1,000,000 Disease - Each employee; and
14.1.3. Commercial General Liability insurance with total limits of at least $1,000,000 Per
Occurrence / $2,000,000 Aggregate.
14.1.4. Contractors Pollution Liability with at least $5,000,000 Per Occurrence
14.1.5. Excess Liability insurance with at least $4,000,000 Per Occurrence / $4,000,000 Aggregate. This policy is written as follow form basis. 14.1.6 Insurance Endorsements: The insurance policies shall contain the following provisions,
and a separate endorsement stating to add the following provisions to the insurance policies shall be
submitted and approved by DISTRICT:
(A) General Liability. The general liability policy shall be endorsed to state that: (1) Client, its
directors, officials, officers, employees, agents, and volunteers shall be covered as
additional insureds with respect to the work or operations performed by or on behalf of the
OTS, including materials, parts, or equipment furnished in connection with such work; and
(2) the insurance coverage shall be primary insurance as respects Client, its directors,
officials, officers, employees, agents, and volunteers, or if excess, shall stand in an
unbroken chain of coverage excess of the OTS’s scheduled underlying coverage. Any
insurance or self-insurance maintained by Client, its directors, officials, officers,
employees, agents, and volunteers shall be excess of the OTS’s insurance and shall not be
called upon to contribute with it in any way.
(B) Workers’ Compensation and Employer’s Liability Coverage. The insurer shall agree to
waive all rights of subrogation against Client, its directors, officials, officers, employees,
agents, and volunteers for losses paid under the terms of the insurance policy which arise
from work performed by the OTS.
(C) All Coverage. Each insurance policy required by this Agreement shall be endorsed to state
that: (A) coverage shall not be suspended, voided, reduced, or canceled except after thirty
(30) days prior written notice by certified mail, return receipt requested, has been given to
Client, and (B) any failure to comply with reporting or other provisions of the policies,
including breaches or warranties, shall not affect coverage provided to Client, its directors,
official, officers, employees, agents, and volunteers.
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14.1.7 Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best’s
rating of no less than A-:VIII, licensed to do business in California, and satisfactory to Client.
15. CONFIDENTIALITY
15.1. During the performance of this Agreement, it may be necessary for the parties to provide confidential or proprietary information to one another. The parties agree that such information
will be held in strict confidence by the receiving party and will not be disclosed by the receiving party to any third party, or used by the receiving party for its own purposes, except to the extent that such disclosure or use is necessary in the performance by the receiving party of its
obligations under this Agreement. No information shall be subject to protection of this section if such information is:
15.1.1. or becomes publicly available other than through a breach of this Agreement by the party seeking to disclose the information.
15.1.2. proven to be already known to or rightfully in the possession of a party or its personnel at the time of disclosure.
15.1.3. or becomes known or developed by the receiving party independently of the confidential and/or proprietary information of the other party; or
15.1.4. released in response to a subpoena, court order or other legal process, provided that the party receiving the subpoena or subject to court order or other legal process shall notify the
other party and provide such party with an opportunity to seek a protective order preventing disclosure of such information, and in any event, the party subject to such subpoena, court order or other legal process shall disclose only such information as is necessary to comply therewith.
15.2. Neither party shall be liable, however, for inadvertent or accidental disclosure of such information if such disclosure occurs despite the exercise of the same degree of care as such party normally takes to preserve and safeguard its own proprietary information. The receiving
party upon the request of the disclosing party will return all writings or documents that contain information subject to the protections of this subsection. 16. WORK PRODUCT 16.1. OTS agrees that all inventions, innovations or improvements, including copyright in any
product, software, reports, surveys, marketing, promotional and collateral material prepared by the Temporary Employee assigned to the Client pursuant to the terms of this Agreement shall be the exclusive property of the Client. OTS acknowledges and agrees that the work product shall be considered a work made for hire within the meaning of the patent and copyright laws of the United States and that Client is entitled, as author thereof, to the copyright and all rights therein, including, but not limited to the right to make such changes therein and such uses thereof, as it may determine in its sole and absolute discretion; provided, that under no circumstances shall a Temporary Employee be considered an employee of Client.
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17. PERSONAL INFORMATION
17.1. This Agreement is made on the basis that each party is entitled to assume that the other has complied and will continue to comply with its obligations arising from data protection and privacy laws in force from time to time to the extent applicable to this Agreement and the scope
of services detailed in the Task Order. The parties acknowledge that any use or processing by OTS of Personal Information, which is defined as "any information relating to an identified or identifiable individual that is subject to applicable data protection, privacy or other similar laws,
including but not limited to the Health Insurance Portability and Accountability Act of 1996" shall be done solely on behalf of Client and for Client’s purposes and OTS shall deal with such Personal Information only in accordance with such reasonable instructions as Client may from time to time provide or as reasonably necessary for the purpose of providing the services contemplated hereby. OTS shall take such technical and organizational measures as it has determined appropriate to guard against unauthorized or unlawful processing of Personal Information and against accidental loss or destruction of, or damage to, Personal Information in accordance with applicable law.
18. INDEMNIFICATION
18.1. OTS shall defend, indemnify and hold harmless Client and its subsidiaries and related entities, and all of their respective officers, directors, shareholders, employees, agents and representatives (collectively, “Client Parties”) from and against any and all liabilities, losses, claims, injuries,
suits, judgments, expenses, fines, interest or penalties (collectively, “Losses”) to the extent caused by OTS’s failure to comply with the terms of this Agreement or negligence or willful misconduct of OTS, for Losses arising from the usual and customary business of OTS to an
amount no greater than $5 million. 18.2. Client shall defend, indemnify and hold harmless OTS and its subsidiaries and related entities,
and all of their respective officers, directors, shareholders, employees, agents, and representatives (collectively, OTS Parties”) from and against any and all Losses to the extent caused by Client’s failure to comply with the terms of this Agreement or negligence or willful misconduct of Client, for Losses arising from the usual and customary business of Client. Despite anything to the contrary in this Agreement, Client shall indemnify, defend and hold harmless OTS Parties from and against any and all Losses arising out of claims that any member of Client Parties, under the control of Client, sexually harassed or in any way discriminated against any Temporary Employee.
18.3. To the maximum extent permitted by applicable law, no member of Client Parties or OTS Parties shall have any liability for any indirect, consequential, special or incidental damages,
damages for loss of profits or revenues, whether in an action in contract or tort, even if such party has been advised of the possibility of such damages, unless such party has engaged in willful misconduct or the damages arise from a third party claim for which a party is entitled to
indemnification in this Agreement.
19. AUDIT RIGHTS 19.1. Client shall have the right to audit timekeeping and billing records maintained by OTS for services provided to Client, upon reasonable notice to OTS. Such audit shall be performed at the corporate headquarters of OTS located in Los Angeles, California.
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20. ARBITRATION
20.1. Any claim of breach or non-compliance with any provision of this Agreement and all claims, in law or equity, arising out of this Agreement, shall be resolved by binding arbitration before Judicial Arbitration and Mediation Service before one arbitrator, to be conducted at its office
located in Los Angeles, California. Arbitration shall be commenced by written demand of either party to the other, with a copy of the written demand being sent to Judicial Arbitration and Mediation Service, identifying the issue to be arbitrated and the claim of the party. If any party
who is required to sign the petition to arbitrate refuses or fails to sign said petition, any of the remaining parties may petition alone for arbitration of the dispute before a single arbitrator with Judicial Arbitration and Mediation Service or may petition the appropriate judicial tribunal for an Order Compelling Arbitration. The parties shall jointly select an arbitrator from the list of arbitrators provided by Judicial Arbitration and Mediation Service. If the parties are unable to select an arbitrator from the Judicial Arbitration and Mediation Service list of available arbitrators, within ten (10) business days, the arbitrator shall be appointed by Judicial Arbitration and Mediation Service. Arbitration hearing shall take place on a date and time selected by the
parties, or, in the event that the parties cannot agree, on the date and time selected by the arbitrator. Discovery shall be permitted as authorized by the arbitrator. The successful or prevailing party shall be entitled to recover reasonable attorneys' fees and other costs incurred in
that arbitration proceeding, in addition to any other relief to which it or they may be entitled. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
21. OTHER TERMS
21.1. This Agreement, its interpretation and all work performed under this Agreement, shall be governed by the laws of the State of California. Any arbitration concerning this Agreement, or the parties’ rights or obligations pursuant hereto shall be instituted in the County of Los Angeles,
California. The parties hereby waive any rights they may have to a change of venue. 21.2. OTS reserves the right to enter into one or more contracts with one or more third party providers to provide Temporary Employees at any time. 21.3. This Agreement may not be assigned by either party without the express written consent of the other party.
21.4. Neither party will be responsible for any failure or delay in performing any of its obligations under this Agreement or any Task Order due to causes beyond its reasonable control, and such obligations will be suspended for the period during which a fire, flood, war, natural disaster,
earthquake, other acts of God, riots, new laws which prevent the carrying out of the Services, or the results of terrorist activity prevent the affected party from performing its obligations under this Agreement or any Task Order. A party affected by a force majeure event shall promptly
notify the other party by the quickest means available, explaining the nature and expected duration thereof, and shall act diligently to remedy the interruption or delay if it is reasonably capable of being remedied.
21.5. Neither this Agreement nor any Task Order is intended to confer any rights or benefit on any third party.
21.6. Each party represents and warrants that the individual executing this Agreement on its behalf
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is duly authorized to so execute this Agreement, and this Agreement, when executed and delivered by such party, shall constitute the valid and binding agreement of such party,
enforceable in accordance with its terms. In the event that any provision of this Agreement shall be unenforceable or inoperative as a matter of law, the remaining provisions shall remain in full force and effect.
21.7. This Agreement is subject to amendment only by the written agreement of all the parties hereto. Any amendment or modification of this Agreement shall be dated, and where any conflict
arises between the provisions incorporated in earlier documents, the most recent provisions shall be controlling. 21.8. Multiple copies of this Agreement may be executed, each of which shall be deemed to be an original. An electronic copy of this entire Agreement, including the signature page(s), shall be deemed an original. 21.9. This Agreement supersedes any and all other agreements, either oral or written, between the
parties hereto with respect to the subject matter hereof. It contains all the covenants, conditions and agreements between the parties with respect to the subject matter. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, oral or
otherwise, have been made by any party or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement, or promises not contained herein shall be valid or binding. Any oral representations or modifications concerning this Agreement shall
be of no force or effect, excepting a subsequent modification in writing signed by the parties to the Agreement.
21.10. The captions of paragraphs of this Agreement are for reference only and are not to be construed in any way as part of this Agreement.
21.11. A waiver of the breach of any covenant, condition, or promise of this Agreement shall not be deemed a waiver of any succeeding breach of the same or any other covenant, condition, or promise of this Agreement. No waiver shall be deemed to have been given, unless given in writing and in compliance with the “Notices” paragraph herein below recited. 21.12. In the event that any party herein commences any legal or equitable action or other proceeding, including without limitation, arbitration, an action for declaratory relief or any other form of relief, or to enforce, interpret, reform, rescind, or in any other manner affect the provision
of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees which may be set by the arbitrator or in a separate action brought for that purpose, in addition to any other relief to which the party may be entitled.
21.13. All representations and warranties made herein shall survive the execution of this Agreement.
21.14. All notices under this Agreement shall be in writing and shall be delivered personally, or by registered or certified mail, return receipt requested, postage prepaid, or sent by Federal Express or other recognized overnight courier service, and addressed to the party to be notified at their
address set forth below. All notices and other communications required or permitted under this Agreement shall be deemed given when delivered personally, or one (1) day after being deposited with Federal Express or other recognized overnight courier service, or five (5) days
after being deposited in the United States mail, postage prepaid and addressed as follows, or to such other address as each party may designate in writing:
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For Operational Technical Services, LLC For Client: Costa Mesa Sanitary District
Name: David S. Sibelman Name: Scott Carroll
Title: Chief Operations Officer Title: General Manager
Address: 10250 Constellation Blvd, Ste 03-115 Los Angeles, CA 90067 Address: 290 Paularino Avenue
Email: david@getots.net Email: scarroll@cmsdca.gov
Phone: (424) 285-0051 Phone: 949-645-8400
Fax: (424) 285-0122 Fax:
22.1 Provided employees are employees of OTS. The parties agree that any persons provided pursuant to
this Agreement shall be employees of OTS and not of the Client. OTS specifically agrees that it will
classify any such persons as employees of OTS. OTS shall track employee hours, including for overtime
and lunch and rest breaks. Client will cooperate and assist OTS with those tasks, but the parties agree that
any liability for wages, including overtime, and for failure to provide lunch and rest breaks, shall be with
OTS.
22.2 Employees not entitled to Client benefits. OTS agrees that persons furnished pursuant to this
Agreement are not entitled to benefits as an employee of Client. This includes, but is not limited to
pension, health care, holiday, vacation, sick pay, bereavement and other benefits.
22.3 OTS shall be responsible for any sexual harassment or similar harassment against protected classes
committed by its employees furnished to Client.
22.4 Notwithstanding any other indemnifications provided in this Agreement, OTS agrees that it will
indemnify, defend and hold the Client harmless for any allegation or claim for which OTS has agreed to
be responsible pursuant to the terms of this Addenda.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.
Operational Technical Services, LLC Costa Mesa Sanitary District For: Operational Technical Services, LLC
For Client: Costa Mesa Sanitary District David S. Sibelman Scott Carroll
Printed Name Printed Name Chief Operations Officer General Manager Title Title
Signature Signature
4-5-21
Date Date
4/7/2021
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EXHIBIT A
TEMP TO HIRE CONVERSION FEE SCHEDULE
EARLY CONVERSION OPTION
Client has the right, upon notification to OTS, to hire any Temporary Employee to be a permanent
Employee. In the event Client chooses to convert the Temporary Employee prior to Temporary Employee
completing 800 straight time hours, or approximately 20 weeks, on assignment, Client will pay OTS a
conversion fee for a direct-hire placement fee according to the below schedule:
Number of Hours on Operational Technical Services Payroll Percent (%) of Employee’s Initial Salary
1 –400 Hours 25% 401 – 550 Hours 20%
551 – 799 Hours 15%
800+ Hours No Fee