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HomeMy WebLinkAboutAGRMT NO KRGSA 20-002AGREEMENT NO. KRGSA 20-002 INDEPENDENT CONTRACTOR'S AGREEMENT THIS AGREEMENT is made and entered into on .IAN 0 9 2010 , by and between the KERN RIVER GROUNDWATER SUSTAINABILITY AGENCY, ("KRGSA" herein) and DAVID KEITH TODD, CONSULTING ENGINEERS, INC., a California corporation, doing business as TODD GROUNDWATER, a small business enterprise, ("CONTRACTOR" herein). RECITALS WHEREAS, on December 5, 2019, the KRGSA held a public hearing and adopted the Groundwater Sustainability Plan ("GSP") as required by the Sustainable Groundwater Management Act of 2014 ("SGMA"); and WHEREAS, now that the GSP is adopted, KRGSA has to begin implementing the GSP, and SGMA requires an Annual Report to be filed with the Department of Water Resources ("DWR") on April 1, 2020; and WHEREAS, CONTRACTOR will assist with implementation of the GSP and reporting to DWR as outlined in the Memorandum attached hereto as Exhibit "A" and prepare a brief technical summary of the review. NOW, THEREFORE, incorporating the foregoing recitals herein, KRGSA and CONTRACTOR mutually agree as follows: 1. SCOPE OF WORK. The scope of work is assist with implementing and reporting for KRGSA's GSP as further described in Exhibit A attached hereto and incorporated herein. The scope of work shall include all items and procedures necessary to properly complete the task CONTRACTOR has been hired to perform, whether specifically included in the scope of work or not. 2. COMPENSATION. Compensation for all work, services or products called for under this Agreement is set forth in Exhibit A and shall consist of a total payment not to exceed Forty Thousand Dollars ($40,000.00). The compensation set forth in this section shall be the total compensation under this Agreement including, but not limited to, all out-of-pocket costs and taxes. KRGSA shall pay only the compensation listed unless otherwise agreed to in writing by the parties. 3. PAYMENT PROCEDURE. CONTRACTOR shall submit invoices to KRGSA for work completed and KRGSA shall make payment to CONTRACTOR within 60 days after receipt and approval of said itemized invoice by KRGSA Board. INDEPENDENT CONTRACTOR'S AGREEMENT C:\Users\Lreza\Appdata\Local\Microsoft\Windows\Inetcache\Content.Outlook\L22JZ55Z\TODD Groundwater.GSP.Report.Docx September 26, 2019 -- Page 1 of 8 Pages -- [AGENCY C7HIGINAL 4. STARTING WORK. CONTRACTOR shall not begin work until authorized to do so in writing by KRGSA. No work will be authorized until the contract has been fully executed by CONTRACTOR and KRGSA. S. NO WAIVER OF DEFAULT. The failure of any party to enforce against another party any provision of this Agreement shall not constitute a waiver of that party's right to enforce such a provision at a later time, and shall not serve to vary the terms of this Agreement. 6. LICENSES. CONTRACTOR shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement any licenses, permits and approvals which are legally required for CONTRACTOR to practice its profession. If a corporation, at least one officer or key employee shall hold the required licenses or professional degrees. If a partnership, at least one partner shall hold the required licensees or professional degrees. 7. STANDARD OF PERFORMANCE. All work shall be performed in conformity with all legal requirements and industry standards observed by a specialist of the profession in California. 8. MERGER AND MODIFICATION. This contract sets forth the entire Agreement between the parties and supersedes all other oral or written representations. This contract may be modified only in a writing approved by the KRGSA Board and signed by all the parties. 9. - EXHIBITS. In the event of a conflict between the terms, conditions or specifications set forth in this Agreement and those in exhibits attached hereto, the terms, conditions, or specifications set forth in this Agreement shall prevail. All exhibits to which reference is made in this Agreement are deemed incorporated in this Agreement, whether or not actually attached. 10. TERM. Unless terminated sooner, as set forth herein, this Agreement shall terminate on December 31, 2020. 11. TERMINATION. This Agreement may be terminated by any party upon ten (10) days' written notice, served by mail or personal service, to all other parties. 12. COMPLIANCE WITH ALL LAWS. CONTRACTOR shall, at CONTRACTOR's sole cost, comply with all of the requirements of Municipal, State, and Federal authorities now in force, or which may hereafter be in force, pertaining to this Agreement, and shall faithfully observe in all activities relating to or growing out INDEPENDENT CONTRACTOR's AGREEMENT C:\Users\Lreza\Appdata\Local\Microsoft\`/Windows\Inetcache\Content.Outlook\L22JZ55Z\TODD Groundwater.GSP.Report.Docx September 26, 2019 -- Page 2 of 8 Pages -- of this Agreement all Municipal ordinances and State and Federal statutes, rules or regulations, and permitting requirements now in force or which may hereafter be in force including, without limitation, obtaining a City of Bakersfield business tax certificate (Bakersfield Municipal Code Chapter 5.02) where required. 13. SB 854 COMPLIANCE. To the extent Labor Code Section 1771.1 applies to this Agreement, a contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, be subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5. It is not a violation of Labor Code Section 1771.1 for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded. The prime contractor is required to post job site notices in compliance with Title 8 California Code of Regulations Section 16451. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. 14. INDEPENDENT CONTRACTOR. This Agreement calls for the performance of the services of CONTRACTOR as an independent contractor. CONTRACTOR is not an agent or employee of the KRGSA for any purpose and is not entitled to any of the benefits provided by KRGSA to its employees. This Agreement shall not be construed as forming a partnership or any other association with CONTRACTOR other than that of an independent contractor. 15. DIRECTION. CONTRACTOR retains the right to control or direct the manner in which the services described herein are performed. 16. EQUIPMENT. CONTRACTOR will supply all equipment, tools, materials and supplies necessary to perform the services under this Agreement. 17. INSURANCE. In addition to any other insurance or bond required under this Agreement, the CONTRACTOR shall procure and maintain for the duration of this Agreement the following types and limits of insurance ("basic insurance requirements") herein: 17.1 Automobile liability insurance, providing coverage on an occurrence basis for bodily injury, including death, of one or more persons, property damage and personal injury, with limits of not less than One Million Dollars ($1,000,000) per occurrence; and the policy shall: 17.1.1 Provide coverage for owned, non -owned and hired INDEPENDENT CONTRACTOR's AGREEMENT C:\Users\Lreza\Appdata\Local\Microsoft\Windows\Inetcache\Content.Outlook\L22JZ55Z\TODD Groundwater.GSP.Report.Docx ,r� September 26, 2019 012"OINAL -- Page 3 of 8 Pages -- ���� autos. 17.2 Broad form commercial general liability insurance, unless otherwise approved by the CITY's Risk Manager, providing coverage on an occurrence basis for bodily injury, including death, of one or more persons, property damage and personal injury, with limits of not less than One Million Dollars ($1,000,000) per occurrence; and the policy shall: 17.2.1 Provide contractual liability coverage for the terms of this Agreement. 17.2.2 Provide unlimited products and completed operations coverage. 17.2.3 Contain an additional insured endorsement in favor of KDWD, ID4, City, its mayor, council, officers, agents, employees and volunteers. 17.2.4 All policies shall be written on a first -dollar coverage basis, or contain a deductible provision. Subject to advance approval by the KRGSA, CONTRACTOR may utilize a Self -Insured Retention provided that the policy shall not contain language, whether added by endorsement or contained in the Policy Conditions, that prohibits satisfaction of any Self -Insured provision or requirement by anyone other than the Named Insured, or by any means including other insurance or which is intended to defeat the intent or protection of an Additional Insured. 17.3 Workers' compensation insurance with statutory limits and employer's liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence; and the policy shall contain a waiver of subrogation in favor of the KDWD, ID4, City, its mayor, council, officers, agents, employees and volunteers. 17.4 All policies required of the CONTRACTOR shall be primary insurance as to the KDWD, ID4, CITY, its mayor, council, officers, agents, employees, or designated volunteers and any insurance or self-insurance maintained by the KDWD, ID4, CITY, its mayor, council, officers, agents, employees, and designated volunteers shall be excess of the CONTRACTOR's insurance and shall not contribute with it. 17.5 Except for workers' compensation, insurance is to be placed INDEPENDENT CONTRACTOR'S AGREEMENT C:\Users\Lreza\Appdata\Local\Microsoft\Windows\lnetcache\Content.Outlook\L22JZ55Z\TODD Groundwater.GSP.Report.Docx I'INAL September 26, 2019 -- Page 4 of 8 Pages with insurers with a Best's rating as approved by CITY'S Risk Manager, but in no event less than A -:VII. Any deductibles, self-insured retentions or insurance in lesser amounts, or lack of certain types of insurance otherwise required by this Agreement, or insurance rated below Best's A -:VII, must be declared prior to execution of this Agreement and approved by the KRGSA in writing. 17.6 Unless otherwise approved by CITY's Risk Manager, all policies shall contain an endorsement providing the KRGSA with thirty (30) days written notice of cancellation or material change in policy language or terms. All policies shall provide that there shall be continuing liability thereon, notwithstanding any recovery on any policy. Copies of policies shall be delivered to KRGSA on demand. 17.7 The insurance required hereunder shall be maintained until all work required to be performed by this Agreement is satisfactorily completed as evidenced by written acceptance by the KRGSA. 17.8 The CONTRACTOR shall furnish the City Risk Manager with a certificate of insurance and required endorsements evidencing the insurance required. KRGSA may withdraw its offer of contract or cancel this contract if certificates of insurance and endorsements required have not been provided prior to the execution of this Agreement. 17.9 Full compensation for all premiums which the CONTRACTOR is required to pay on all the insurance described herein shall be considered as included in the prices paid for the various items of work to be performed under the Agreement, and no additional allowance will be made therefor or for additional premiums which may be required by extensions of the policies of insurance. 17.10 It is further understood and agreed by the CONTRACTOR that its liability to the KRGSA shall not in any way be limited to or affected by the amount of insurance obtained and carried by the CONTRACTOR in connection with this Agreement. 17.11 Unless otherwise approved by the KRGSA, if any part of the work under this Agreement is subcontracted, the "basic insurance requirements" set forth above shall be provided by, or on behalf of, all subcontractors even if KRGSA has approved lesser insurance requirements for CONTRACTOR. 17.12 CONTRACTOR shall provide, when required by KRGSA, performance, labor and material bonds in amounts and in a form suitable to KRGSA. KRGSA shall approve in writing all such security instruments prior to INDEPENDENT CONTRACTOR's AGREEMENT C:\Users\Lreza\Appdata\Local\Microsoft\Windows\Inetcache\Content.Outlook\L22JZ55Z\TODD Groundwater.GSP.Report.Docx September 26, 2019 -- Page 5 of 8 Pages -- i Ari: E C`1 commencement of any work under this Agreement. 18. THIRD PARTY CLAIMS. In the case of public works contracts, KRGSA will timely notify CONTRACTOR of third party claims relating to this contract. KRGSA shall be allowed to recover from CONTRACTOR, and CONTRACTOR shall pay on demand, all costs of notification. 19. INDEMNITY. CONTRACTOR shall indemnify, defend, and hold harmless KRGSA, its officers, agents and employees against any and all liability, claims, actions, causes of action or demands whatsoever against them, or any of them, before administrative orjudicial tribunals of any kind whatsoever, arising out of, connected with, or caused by CONTRACTOR, CONTRACTOR's employees, agents, independent contractors, companies, or subcontractors in the performance of, or in any way arising from, the terms and provisions of this Agreement whether or not caused in part by a party indemnified hereunder, except for KRGSA's sole active negligence or willful misconduct. 20. EXECUTION. This Agreement is effective upon execution. It is the product of negotiation and all parties are equally responsible for authorship of this Agreement. Section 1654 of the California Civil Code shall not apply to the interpretation of this Agreement. 21. NOTICES. All notices relative to this Agreement shall be given in writing and shall be personally served or sent by certified or registered mail and be effective upon actual personal service or depositing in the United States mail. The parties shall be addressed as follows, or at any other address designated by notice: KRGSA: KERN RIVER GROUNDWATER SUSTAINABILITY AGENCY Bakersfield City Clerk's Office 1600 Truxtun Avenue Bakersfield, California (661) 326-3767 CONTRACTOR: TODD GROUNDWATER Phyllis Stanin, PG, CHG, Vice President / Principal Geologist 2490 Mariner Square Loop, Suite 215 Alameda, CA 94501 (510) 747-6920 22. GOVERNING LAW. The laws of the State of California will govern the validity of this Agreement, its interpretation and performance. Any litigation arising in anyway from this Agreement shall be brought in Kern County, California. INDEPENDENT CONTRACTOR'S AGREEMENT C:\Users\Lreza\Appdata\Local\Microsoft\Windows\Inetcache\Content.Outlook\L22JZ55Z\TODD Groundwater.GSP.Repori.Docx September 26, 2019 -- Page 6 of 8 Pages -- 23. FURTHER ASSURANCES. Each party shall execute and deliver such papers, documents, and instruments, and perform such acts as are necessary or appropriate, to implement the terms of this Agreement and the intent of the parties to this Agreement. 24. ASSIGNMENT. Neither this Agreement nor any rights, interests, duties, liabilities, obligations or responsibilities arising out of, concerning or related in any way to this Agreement (including, but not limited to, accounts, actions, causes of action, claims, damages, demands, liabilities, losses, obligations, or reckonings of any kind or nature whatsoever, for compensatory or exemplary and punitive damages, or declaratory, equitable or injunctive relief, whether based on contract, equity, tort or other theories of recovery provided for by the common or statutory law) may be assigned or transferred by any party. Any such assignment is prohibited, and shall be unenforceable and otherwise null and void without the need for further action by the non -assigning party or parties. 25. BINDING EFFECT. The rights and obligations of this Agreement shall inure to the benefit of, and be binding upon, the parties to the contract and their heirs, administrators, executors, personal representatives, successors and assigns, and whenever the context so requires, the masculine gender includes the feminine and neuter, and the singular number includes the plural. This Agreement may be executed in any number of counterparts, each of which shall be considered as an original and be effective as such. 26. TITLE TO DOCUMENTS. All documents, plans, and drawings, maps, photographs, and other papers, or copies thereof prepared by CONTRACTOR pursuant to the terms of this Agreement, shall, upon preparation, become the property of the KRGSA. 27. ACCOUNTING RECORDS. CONTRACTOR shall maintain accurate accounting records and other written documentation pertaining to all costs incurred in performance of this Agreement. Such records and documentation shall be kept at CONTRACTOR's office during the term of this Agreement, and for a period of three years from the date of the final payment hereunder, and said records shall be made available to KRGSA representatives upon request at any time during regular business hours. 28. CORPORATE AUTHORITY. Each individual signing this Agreement on behalf of entities represent and warrant that they are, respectively, duly authorized to sign on behalf of the entities and to bind the entities fully to each and all of the obligations set forth in this Agreement. 29. TAX NUMBERS. INDEPENDENT CONTRACTOR's AGREEMENT C:\Users\Lreza\Appdata\Local\Microsoft\Windows\Inetcache\Content.Outlook\L22JZ55Z\TODD Groundwater.GSP.Report.Docx September 26, 2019 -- Page 7 of 8 Pages -- ._..__� ORJ GIN AL C_.J CONTRACTOR's Federal Tax ID Number CONTRACTOR is a corporation? Yes No X (Please check one.) 30. NON-INTEREST. No officer or employee of the KRGSA shall hold any interest in this Agreement (California Government Code section 1090). 31. RESOURCE ALLOCATION. All obligations of KRGSA under the terms of this Agreement are subject to the appropriation and allocation of resources of the KRGSA members. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed, the day and year first -above written. KRGSA KERN RIVER GROUNDWATER SUSTAINABILITY AG By: R EY PALLA Chairman APPROVED AS TO FORM: KRGSA ATTO EYS By: C�-u RO RT HAR SOCK VIRGINIA GENNARO AMELIA T. MINABERRIGARAI VG/Rl:vlg Attachments: Exhibit A - Memorandum CONTRACTOR TODD GROUNDWATER By: , 4 -, � ':4, , PHYLLIS STANIN Vice President COUNTERSIGNED: KRGSA MANAGERS ART CHIANELLO DAVID BEARD L. MARK MULKAY INDEPENDENT CONTRACTOR's AGREEMENT C:\Users\Lreza\Appdata\Local\Microsoft\Windows\Inetcache\Content.Outlook\L22JZ55Z\TODD Groundwater.GSP.Report.Docx September 26, 2019 -- Page 8 of 8 Pages -- 0 3 A0EN40/y'1 6 TODD= GROUNDWATER December 16, 2019 MEMORANDUM To: Kern River Groundwater Sustainability Agency (KRGSA) Art Chianello, David Beard, and Mark Mulkay From: Phyllis Stanin Re: Proposal GSP Implementation and Reporting for 2020 KRGSA Groundwater Sustainability Plan (GSP) Now that the Final Draft GSP has been adopted, it is my understanding that the KRGSA managers are considering activities associated with the implementation and reporting requirements of the Plan. As part of the planning process, KRGSA managers have requested Todd Groundwater to provide a scope and budget for two priority activities that are scheduled for early initiation. Specifically, the managers would like to conduct one or more internal workshops to discuss the GSP implementation process, Plan requirements, and roles and responsibilities; Todd Groundwater is needed for consultation during the workshop process. In addition, the first GSP Annual Report is due to the Department of Water Resources (DWR) on April 1, 2020 and immediate activities are required for data compilation and coordination with the other Kern County Subbasin GSAs. This memorandum presents a scope and budget for these two tasks. It is recognized that additional work will be required during 2020 that may also require Todd Groundwater services. It is envisioned that the KRGSA manager workshops will be used as scoping sessions to determine how activities will be allocated. If additional tasks are required for Todd Groundwater, our contract for GSP Implementation and Reporting can be amended at that time. TASK 1: KERN COUNTY SUBBASIN ANNUAL REPORT In November 2019, the KGA, on behalf of all GSAs in the Subbasin, retained Todd Groundwater to prepare the first GSP Annual Report for the Kern County Subbasin. The KRGSA has reviewed and approved the scope of services for this coordinated Subbasin-wide effort and has committed to a cost share for that contract. The work being requested for funding in this proposal is separate from the Subbasin-wide project, which pulls together 2490 Mariner Square Loop, Suite 215 1 Alameda, CA 94501 1510 747 6920 1 toddgroundwater.com information and data provided by each GSA. This proposal is to develop the KRGSA-specific information and data to support the Subbasin-wide project. Specifically, the Subbasin-wide scope of work involves an update of the C2VSimFG-Kern model based on local water budget data provided by each GSA from WY 2016 through WY 2019. (The current model and GSP water budgets end with WY 2015.) The model will then be used to develop Subbasin-wide analyses, including graphs and maps, required by GSP regulations for inclusion in GSP Annual Reports. In order to develop these graphs and maps in a timely manner for review and incorporation into the Kern County Subbasin Annual Report, data from all GSAs, including the KRGSA, must be compiled immediately for incorporation into the model. Additional information and analyses are also required from all GSAs as being requested via templates prepared by Todd Groundwater. As part of this proposal, Todd Groundwater will prepare KRGSA information required by the templates for incorporation into the Annual Report. The scope of services for KRGSA support of the Subbasin Annual Report involves the following subtasks: 1. Compile updated water level data for the KRGSA GSP monitoring network and prepare database for provision to DWR, as required. 2. Develop updated hydrographs in similar formats for the KRGSA GSP monitoring network wells, including sustainable management criteria, from WY 1995through WY 2019 (according to Todd Groundwater templates). 3. Update KRGSA water budgets with monthly data from WY 2016 through WY 2019 for incorporation into the C2VSimFG-Kern model. Data sets include, but are not limited to, monthly recharge amounts involving the Kern River channel, unlined canals, and groundwater banking projects. It is anticipated that the City will assist the technical team with detailed data on allocations of Kern River water among the agencies. We will also be using the data from Kern River Annual Hydrographic Reports. With regard to outflows, we will develop monthly amounts for groundwater extraction (by well as available) including municipal, District, and recovery pumping; private agricultural pumping will be estimated by the model using ITRC METRIC, similar to the method used in the model for the historical water budgets. We anticipate assistance from ID4 from their extraction reporting program as was provided for the current GSP water budgets. 4. Develop KRGSA annual data for WY 2019 regarding Surface Water Use, Groundwater Use, and Total Water Use templates as being developed by DWR for annual reporting. 5. Working with the KRGSA managers, we will develop a narrative description to document current GSP implementation activities (as of April 1, 2020) including ongoing monitoring. We also anticipate providing summaries of the scoping sessions/workshops scheduled for first quarter 2020 (described in Task 2 below). Estimated costs for development of these data sets are $25,638 as indicated on Table 1 attached to this memorandum. Proposal - GSP Implementation 12-16-2019 KRGSA GSP 2 TODD GROUNDWATER TASK 2: ATTEND TWO SCOPING WORKSHOPS FOR GSP IMPLEMENATION PLANNING The KRGSA managers will schedule one or more internal workshops for GSP implementation activities including roles and responsibilities for management actions, monitoring, and project implementation. For budgeting purposes, Todd Groundwater is assuming attendance at two separate one -day workshops, each with a one-night stay in Bakersfield. Todd Groundwater will develop a list of topics to assist with workshop agenda and prepare a discussion outline with possible required actions and options for implementation. Topics may include, but are not limited to, the following: • GSP Monitoring Program o Responsible agency for each well o Coordinated schedule for data collection o Monitoring protocols o Data Management o Compilation of water quality data for water quality monitoring ■ Roles and responsibilities ■ Data management ■ Schedule o Compilation of online GPS/InSAR data for land subsidence monitoring ■ Roles and responsibilities ■ Data management ■ Schedule o Future improvements to monitoring program • Management Actions o Five -Step Action Plan for sustainable management criteria exceedances ■ Roles and responsibilities ■ Rules, criteria for triggering actions o Optimize Conjunctive Use ■ Consider a Water Use Priority Process for KRGSA agencies ■ Decision-making Process for Allocation of Excess Kern River water o Implement Well Metering Program ■ Roles and responsibilities ■ Schedule o Implement Groundwater Extraction Reporting Program ■ Roles and responsibilities ■ Schedule • GSP Projects o How to monitor status o How to document performance • Governance, Cost Sharing, Consideration of Future Assessments? • Communication with other member and non-member agencies for GSP compliance o Cal Water Proposal - GSP Implementation 12-16-2019 KRGSA GSP 3 TODD GROUNDWATER ppjj ..s, JORIGINAL 9 o ENCSD o NOR/OMWC o Lamont PUD o Greenfield CWD o RRID?, Others? To better organize and conduct required activities, the KRGSA managers may also consider the development of an internal GSP Compliance Manual with rules and protocols for management and governance. As indicated on the list above, there may be governance or legal topics for which expertise beyond Todd Groundwater would be needed. We will work with the KRGSA managers to determine appropriate agenda items, attendees, and resources for each of the two proposed scoping sessions to provide efficient use of KRGSA expenditures and time. Estimated costs for preparation of discussion outlines and attendance at two GSP Scoping Workshops are $13,104 as indicated on Table 1. BUDGET AND SCHEDULE Costs for these two initial GSP Implementation and Reporting tasks for 2020 total $38,742 as shown on Table 1. Activities and level of effort for the scoping workshops can be modified as directed by the KRGSA managers. It is assumed that both tasks will be completed in the first quarter of 2020. Proposal - GSP Implementation 12-16-2019 KRGSA GSP 4 TODD GROUNDWATER Table 1: PROPOSAL - GSP Implementation and Reporting - 2020 Todd Groundwater Jab Name: GSP Implementation and Reporting -2020 Job Descrgtnon: SupportmeMfAwiA bnplem bfi,nanewpor6ngccmpfunce forthewp Cfcnt Kem RNer Groundwater Susremablldy Agency Dere: 12115(1016 Todd Job Number. 62311 Proposal - GSP Implementation 12-16-2019 KRGSA GSP TODD GROUNDWATER Report BwF Proposal - GSP Implementation 12-16-2019 KRGSA GSP TODD GROUNDWATER