HomeMy WebLinkAboutAGRMT NO KRGSA 19-006AGREEMENT NO. KRGSA 19-006
INDEPENDENT CONTRACTOR'S AGREEMENT
THIS AGREEMENT is made and entered into on OCT 0 3 2019 , 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 August 4, 2016, KRGSA and CONTRACTOR entered into
Agreement No. KRGSA 16-002, to develop and implement a strategic approach
to comply .with the Sustainable Groundwater Management Act of 2014
("SGMA") by preparing a Groundwater Sustainability Plan ("GSP"); and
WHEREAS, other Groundwater Sustainability Agencies ("GSA") within the
Kern County Subbasin are also in the process of preparing GSPs that contain
details that will be of interest to the KRGSA; and
WHEREAS, CONTRACTOR will review GSPs 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 reviewing additional Kern County
Subbasin GSPs 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 Thirty Thousand Dollars ($30,000.00). 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 monthly invoices
to KRGSA for work completed and KRGSA shall make payment to CONTRACTOR
INDEPENDENT CONTRACTOR'S AGREEMENT
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within sixty (60) days after receipt and approval of said itemized invoice by
KRGSA Board.
4. KEY PERSONNEL. CONTRACTOR shall name all key personnel to be
assigned to the work set forth herein. All key personnel shall be properly licensed
and have the experience to perform the work called for under this Agreement.
CONTRACTOR shall provide background for each of the key personnel
including, without limitation, resumes and work experience in the type of work
called for herein. KRGSA reserves the right to approve key personnel. Once the
key personnel are approved CONTRACTOR shall not change such personnel
without the written approval of KRGSA.
5. 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.
6. INCLUDED DOCUMENTS. Any bid documents, including, without
limitation, special provisions and standard specifications and any Request for
Proposals, Request for Qualifications and responses thereto relating to this
Agreement are incorporated by reference as though fully set forth.
7. 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.
8. 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.
9. 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.
10. 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.
11. EXHIBITS. In the event of a conflict between the terms, conditions or
INDEPENDENT CONTRACTOR's AGREEMENT
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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.
12. TERM. Unless terminated sooner, as set forth herein, this Agreement
shall terminate on October 31, 2020.
13. 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.
14.. 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 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.
15. 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.
16. 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.
INDEPENDENT CONTRACTOR's AGREEMENT
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17. DIRECTION. CONTRACTOR retains the right to control or direct the
manner in which the services described herein are performed.
18. EQUIPMENT. CONTRACTOR will supply all equipment, tools,
materials and supplies necessary to perform the services under this Agreement.
19. 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:
19.1 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:
19.1.1 Provide coverage for owned, non -owned and hired
autos.
19.2 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:
19.2.1 Provide contractual liability coverage for the terms
of this Agreement.
19.2.2 Provide unlimited products and completed
operations coverage.
19.2.3 Contain an additional insured endorsement in favor
of KDWD, ID4, City, its mayor, council, officers,
agents, employees and volunteers.
19.2.4 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
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other insurance or which is intended to defeat the
intent or protection of an Additional Insured.
19.3 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.
19.4 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.
19.5 Except for workers' compensation, insurance is to be placed
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.
19.6 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.
19.7 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.
19.8 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.
19.9 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
4
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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.
19.10 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.
19.11 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.
19.12 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
commencement of any work under this Agreement.
20. 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.
21. 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 or judicial 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.
22. 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.
23. 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:
INDEPENDENT CONTRACTOR's AGREEMENT
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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
24. GOVERNING LAW. The laws of the State of California will govern
the validity of this Agreement, its interpretation and performance. Any litigation
arising in any way from this Agreement shall be brought- in Kern County,
California.
25. 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.
26. 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.
27. 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.
INDEPENDENT CONTRACTOR's AGREEMENT
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28. 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.
29. 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.
30. 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.
31. TAX NUMBERS.
CONTRACTOR's Federal Tax ID Number
CONTRACTOR is a corporation? Yes No X
(Please check one.)
32. NON-INTEREST. No officer or employee of the KRGSA shall hold any
interest in this Agreement (California Government Code section 1090).
33. 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 GROUNDWAT
SUSTAINABILITY AG
By:
_ - RODNEY PALLA
Chairman
CONTRACTOR
TODD GROUNDWATER
I
By:
PHYLLIS STANIN
Vice President
[ADDITIONAL SIGNATURES ON NEXT PAGE]
INDEPENDENT CONTRACTOR's AGREEMENT
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APPROVED AS TO FORM:
KRG7ATUTOYS
By:
RCIERT H RTSOCK
VIRGINIA GENNARO
AMELIA T. MINABERRIGARAI
VG/Rl:vlg
Attachments: Exhibit A - Memorandum
COUNTERSIGNED:
KRGSA MANAGERS
B
ART CHIANELLO
DAVID BEARD
L. MARK MULKAY
INDEPENDENT CONTRACTOR'S AGREEMENT
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EXHIBIT A
GROUNDWATER
August 23, 2019
MEMORANDUM
To: Kern River Groundwater Sustainability Agency (KRGSA)
Art Chianello, David Beard, and Mark Mulkay
From: Phyllis Stanin
Re: Request for Budget Amendment
Review of Additional Kern County Subbasin
Groundwater Sustainability Plans (GSP)
As the Kern River Groundwater Sustainability Agency (KRGSA) completes its Public Review
Draft GSP, other GSAs adjacent to the KRGSA Plan Area are doing the same. Although KRGSA
managers have coordinated with others during the GSP development process, there are
significant details being developed in other GSPs that will be of interest to the KRGSA. For
example, designation of low minimum thresholds by adjacent GSAs may create
unreasonable gradients or impact the KRGSA's ability to manage water levels locally. Also,
details of water budgets will be of interest to ensure that water is not being double -counted
in the plans and that implementation of projects and management actions will not adversely
impact the KRGSA.
In addition, a review of others' GSPs may provide opportunities for improvements to the
KRGSA GSP. For example, other plans may have developed a more streamlined approach for
monitoring that would be beneficial for incorporation into the KRGSA GSP monitoring
network. Also, there may be opportunities for additional collaboration on projects and
actions. Finally, there may be a need for modifications to the KRGSA GSP to make it more
consistent with what others have developed.
Approximately 10 GSPs have been identified as particular plans of interest, including
adjacent plans (AEWSD, WRMWSD, 01cese WD, Pioneer Project, RRBWSD, HMWD, NKWSD,
and the "Non -District Lands" on 7th Standard Road). Additionally, it would be helpful to
review the KGA "umbrella" document for potential inconsistencies with the KRGSA GSP; as
you are aware, this KGA document contains data and interpretations on the hydrogeology
beneath the KRGSA in their Basin Setting section. Finally, it might be reasonable to provide a
cursory review of the Kern Water Bank (KWB) because of its unique approach to the GSP
process. There may be opportunities for our banking projects to adopt some of the
operational details that have been developed at the KWB through its recent EIR.
There may be a need for communications with KRGSA managers or others to discuss any
items identified during the review. This budget includes 3 hours of conference calls for
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discussions relating to the GSP review. In-person meetings are not part of this scope and
budget, but can be added on request, as needed.
The level of effort required for GSP review is currently unknown. Published plans to date
contain 150 to 250 pages, not all of which are recommended for review. This proposal
recommends that varying levels of effort be allocated for each GSP reviewed, focusing on
items of highest concern to the KRGSA GSP. Accordingly, this proposal does not include a
detailed technical review of each GSP. Further, it seems unnecessary to budget and
schedule the preparation of a detailed comment letter for each GSP reviewed. Rather, this
proposal recommends a reconnaissance review of the GSPs identified —with a focus on
items that relate to the KRGSA GSP — and development of a summary technical
memorandum that identifies potential areas of concern or opportunity.
This budget requests assumes a level of effort of approximately 100 hours of professional
staff review time for the GSPs along with additional assistance from engineering staff
specifically for water budget comparisons. This level of effort also includes conference calls
as identified above and preparation of a brief technical memorandum summarizing the
review. A budget amendment of $29,096 is requested for this work.
The review process can begin on September 16 and be completed within 4 weeks. Please let
me know if you have any questions on this additional work. We look forward to the
opportunity to review other GSPs as it relates to the KRGSA GSP. Please let me know if you
have questions on this scope of work.
GSP Review - Budget
Amendment Request
/KRGSA GSP 2 TODD GROUNDWATER