HomeMy WebLinkAboutAGRMT NO KRGSA 19-007AGREEMENT NO. ,KRGSA 19-007
INDEPENDENT CONTRACTOR'S AGREEMENT
THIS AGREEMENT is made and entered into on OCT 21 2019 by
and between the KERN RIVER GROUNDWATER SUSTAINABILITY AGENCY, ("KRGSA"
herein) and HORIZON WATER AND ENVIRONMENT, LLC, a California limited liability
company, ("CONTRACTOR" herein).
RECITALS
WHEREAS, the Sustainable Groundwater Management Grant Program
provides funding for sustainable groundwater planning and implementation
projects through a competitive grant solicitation process; and
WHEREAS, on September 9, 2019, the California Department of Water
Resources opened the Sustainable Groundwater Management Grant Program's
Planning Grant - Round 3 grant solicitation to make approximately $47 million
available for competitive grants; and
WHEREAS, the Planning - Round 3 grant solicitation will close on November
1, 2019 and grant awards are anticipated in March 2020; and
WHEREAS, Proposition 68 primarily funds this grant from which $46.25 million
is available for Groundwater Sustainability Agencies to develop Groundwater
Sustainability Plans (GSPs); and
WHEREAS, KRGSA is in need of an experienced consultant to develop and
submit a grant application and if awarded, administer the grant on behalf of
the entire Kern County Subbasin; and
WHEREAS, CONTRACTOR has previous experience applying for and
administering grants on behalf of KRGSA, including the successful application for
Proposition 1 grant money, and represents that CONTRACTOR is experienced
and qualified.
NOW, THEREFORE, incorporating the foregoing recitals herein, KRGSA and
CONTRACTOR mutually agree as follows:
1. SCOPE OF WORK. The scope of work is described as: develop and
submit a grant application for the Planning- Round 3 grant and if the application
is successful, grant administration 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
INDEPENDENT CONTRACTOR's AGREEMENT I
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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 shall consist of a total payment not to exceed
Fifty Thousand Dollars ($50,000.00). 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
within sixty (60) days after receipt and approval of said itemized invoice by the
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 is authorized to begin working on
the application immediately.
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.
INDEPENDENT CONTRACTOR's AGREEMENT
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FAa3E:N 1,10Y
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9
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
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. 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.
13. 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.
14. 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.
INDEPENDENT CONTRACTOR's AGREEMENT
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AGENCY
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15. 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.
16. DIRECTION. CONTRACTOR retains the right to control or direct the
manner in which the services described herein are performed.
17. EQUIPMENT. CONTRACTOR will supply all equipment, tools,
materials and supplies necessary to perform the services under this Agreement.
18. INSU:R:ANCE. 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:
18.1 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:
1.8.1.1 Provide coverage for owned, non -owned and hired
autos.
18.2 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:
18.2.1 Provide contractual liability coverage for the terms
of this Agreement.
1`8.2.2 Provide unlimited products and completed
operations coverage.
18.2.3 Contain an additional insured endorsement in favor
of KDWD, ID4, City, its mayor, council, officers,
agents, employees and volunteers.
18.2.4 All policies shall be written on a first -dollar coverage
basis, or contain a deductible provision. Subject to
advance approval by the KRGSA, CONTRACTOR
INDEPENDENT CONTRACTOR's AGREEMENT
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1 AGENCY
t__
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.
18.3 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 KDWD, ID4, City, its mayor, council, officers, agents,
employees and volunteers.
18.4 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.
18.5 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.
18.6 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.
1.8.7 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.
18.8 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
INDEPENDENT CONTRACTOR'S AGREEMENT
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certificates of insurance and endorsements required have not been provided
prior to the execution of this Agreement.
18.9 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 ad'.ditional allowance will be made therefor or for
additional premiums which may be required by extensions of the policies of
insurance.
18.10 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.
18.11 Unless otherwise approved by the KRGSA, if any part of the
work under this Agreement is subcontracted, the "basic insurance requirements"
set forth d;bove shall be provided by, or on behalf of, all subcontractors even if
KRGSA has approved lesser insurance requirements for CONTRACTOR.
18.12 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.
19. THIRD PARTY CLAIMS. In the case of public works contracts, KRGSA
will timely notify CONTRACTOR of third party claims relating to this contract.
KRGSA sha'II be allowed to recover from CONTRACTOR, and CONTRACTOR shall
pay on demand, all costs of notification.
20. 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
employee`s, 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.
21. 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
interpretafi.on of this Agreement.
INDEPENDENT CONTRACTOR'5AGREEMENT
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AGE140'(
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22. 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: HORIZON WATER & ENVIRONMENT, LLC
Kenneth M.'Schwarz
180 Grand Avenue, Suite 1405
Oakland, California 94602
(510) 986-1851
23. 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.
24. 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.
25. 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.
INDEPENDENT CONTRACTOR'S AGREEMENT J AN„0�"
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26. BINDING EFFECT. The rights and obligations of this Agreement shall
.1nure 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.
27: 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.
28.- ACCOUNTING RECORDS. CONTRACTOR shall maintain accurate
accou:ntirig records and other written documentation pertaining to all costs
incurred i!n performance of this Agreement. Such records and documentation
shall be kept at CONTRACTOR's office during the term of this Agreement, and for
n 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.
29. 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.
30. TAX NUMBERS.
CO'NTRACTOR's Federal Tax ID Number 26-1966062
CONTRACTOR is a corporation? Yes No X
(Please check one.)
31. NON-INTEREST. No officer or employee of the KRGSA shall hold any
i"nterest in this Agreement (California Government Code section 1090).
32.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.
[Signatures follow on next page]
,INDEPENDENT CONTRACTOR's AGREEMENT
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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 AGENCY
RODNEY PALLA
Chairman
APPROVED AS TO FORM:
KRGSA ATTORNEYS
ROBERT HARTSOCK
VIRGINIA GENNARO
AMELIA T. MINABERRIGARAI
Rlwlg
Attachments: Exhibit A - Scope of Work
CONTRACTOR
HORIZON WATER & ENVIRONMENT, LLC
By: tons7z
KENNET". SCHV1, RZ
Principal
COUNTERSIGNED:
KRGSA MANAGERS
By: lz)v
ART CHIANELLO
DAVID BEARD
L. MARK MULKAY
'INDEPENDENT CONTRACTOR'S AGREEMENT
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Horizon
WATER and ENVIRONMENT
Kern County Subbasin — DWR Proposition 68 Grant Application Development
Revised Proposal for Consultant Services Provided by Horizon Water and Environment
-October 10, 2019
Horizon will develop a Proposition 68 grant application/proposal for the Kern County Subbasin based on
the grant requirements provided by DWR. This application will rely heavily on materials Horizon
previously developed preparing the Proposition 1 grant application. Horizon will update those materials
as appropriate to reflect the status of current GSPs in the Kern County Subbasin.
Using these existing, materials as a starting point, Horizon will develop the grant application efficiently
and ensure that the information provided for the Prop 68 grant is consistent with, and builds on, the
Proposition 1 grant received in 2017.
This scope of work assumes that one project will be included in the grant application:
■ Project 1: Subbasin data management system development
Horizon will work with the appropriate GSAs to receive good baseline information or a project
description for the project. Horizon will then use our grant application expertise to articulate how the
project aligns and supports the primary objectives of the Proposition 68 Grant and why the Kern County
Subbasin is an excellent fit for this grant. Following award of grant funding, Horizon will administer the
grant reporting and invoicing process.
Horizon's work will be organized into the following tasks:
Task 1: Develop and Submit Grant Application
Develop Draft Application Materials
Horizon will use the grant application requirements to frame and structure the grant submittal
documents.
• Horizon will review DWR-provided templates to collect and organize project information for the
grant application forms and Attachments (e.g., Work Plan, Schedule, Budget) and distribute
them to the appropriate project leads.
■ Horizon will coordinate data requests with the GSA staff members who will be serving as the
project leads for the target project. Horizon will edit/adjust the project information as necessary
to support the grant application.
■ Horizon will generate draft grant application materials, including necessary text to populate the
online GRanTS application tabs and required Attachments.
■ Horizon will distribute the draft grant application materials to the KRGSA and other project lead
GSAs for their review, with a due date to receive requested edits and/or comments.
Kern County Subbasin 1 October 10, 2019
KRGSA and KGA
ORIGINAL
DWR Prop. 68 Grant Application Development
Scope of Work and Cost Estimate
Horizon Water and Environment
Finalize Grant Application Materials
■ Horizon will finalize the grant application materials based upon GSA review and feedback
described above. Horizon will send final grant application materials to KRGSA and other project
lead GSAs forfinal review and approval prior to DWR submittal.
Submit Grant Application to DWR
• Horizon will complete the online GRanTS application information tabs, and upload all
Attachments, before DWR's application period deadline of 1 p.m. on November 1.
Task 2: Support Database Project Lead in Developing RFP for Database Developer
Horizon will coordinate with Basin Database project lead (KGA, KRGSA, or a committee) to
confirm the general database objectives and needs.
■ Horizon will develop a draft RFP for review by project lead.
■ Horizon will revise and develop final RFP for review and use by project lead.
This task assumes that the project lead, rather than Horizon, will administer the proposal process,
including distribution of RFP, review and evaluation of proposals, and contracting of selected firm.
Task 3: Grant Administration (pending award)
Grant Initiation, Agreements, and Templates
11 Following notification of grant award, Horizon will coordinate with DWR, KRGSA, and KGA to
finalize grant materials.
Grant Implementation, Reporting, and Invoicing
■ Horizon will develop and distribute templates for quarterly reports, invoices, and backup
documentation.
■ Horizon will identify deadlines for submittal of information from KRGSA and KGA and will review
and clarify the submitted information each.quarter to ensure that it meets grant requirements.
■ Following review and revision, Horizon will submit reports and invoices to DWR.
■ Horizon will coordinate with DWR regarding any needed revisions to submitted materials.
• Throughout the grant period, Horizon will communicate regularly with KRGSA and KGA to
maintain the flow of information:
Grant Completion and Closeout
■ Horizon will coordinate and review the project's draft Project Completion Report.
■ Horizon will assist KRGSA and KGA in developing the Grant Completion Report.
■ Horizon will coordinate and upload all completion reports to DWR.
• Horizon will develop a post -performance report template.
■ Horizon will coordinate with project leads and DWR in grant closeout.
Kern County Subbasin
KRGSA and KGA
October 10, 2019 � -, — ,0.�
tOPIGINAL
DWR Prop. 68 Grant Application Development
Scope of Work and Cost Estimate
Horizon Water and Environment
Cost Estimate:
Task
Estimated Cost
1. Develop and Submit Grant Application
$19,950
2. Support Database Project Lead in Developing RFP for
Database. Developer
$1,990
3. Grant Administration (pending award)
$27,680
Total
$49,620
Schedule:
Horizon will complete the grant submittal process on or before the DWR deadline of November 1, 2019,
at 1:00 p.m. Tasks 2 and 3 will be completed following notification of grant award.
Kern County Subbasin
KRGSA and KGA
October 10, 2019