HomeMy WebLinkAboutAGRMT NO KRGSA22-001AGREEMENT NO.
KRGSA 22-001
INDEPENDENT CONTRACTOR'S AGREEMENT
THIS AGREEMENT is made and entered into on AR'07 2022 , by
and between the KERN RIVER GROUNDWATER SUSTAINABILITY AGENCY, ("KRGSA"
herein) and TODD GROUNDWATER, a small business enterprise, ("CONTRACTOR"
herein).
RECITALS
WHEREAS, the City of Bakersfield ("City"), Kern Delta Water District
("KDWD"), and Kern County Water Agency on behalf of its Improvement District
No. 4 ("04") entered into a Memorandum of Understanding (Agreement No. 16-
048) forming the KRGSA on March 30, 2016; and
WHEREAS, in compliance with the Sustainable Groundwater Management
Act of 2014 ("SGMA") the KRGSA, with the assistance of CONTRACTOR,
successfully submitted its Groundwater Sustainability Plan ("GSP"); and
WHEREAS, the California Department of Water Resources evaluated the five
GSPs in the Kern County Subbasin, including the KRGSA GSP, and determined
that, collectively, the GSPs were incomplete (Determination Letter); and
WHEREAS, KRGSA needs assistance with SGMA compliance and GSP
monitoring and reporting activities through calendar year 2022 including but not
limited to responding to the DWR Determination Letter; and
WHEREAS, CONTRACTOR developed and is familiar KRGSA's GSP, so
CONTRACTOR is experienced and qualified to assist with KRGSA's response to
DWR's Determination Letter and additional GSP monitoring and reporting
activities through calendar year 2022.
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: assisting the
KRGSA in developing and implementing a strategic approach to comply with
SIGMA 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.
INDEPENDENT CONTRACTOR'S AGREEMENT
April 7, 2022
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2. COMPENSATION. Compensation for all work, services or products
called for under this Agreement shall consist of a total payment not to exceed
One Hundred Thousand One Hundred Dollars ($100,100.00). 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 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.
INDEPENDENT CONTRACTOR'S AGREEMENT
April 7, 2022
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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.
15. INDEPENDENT CONTRACTOR. This Agreement calls for the
INDEPENDENT CONTRACTOR'S AGREEMENT
April 7, 2022
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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. 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:
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:
18.1.1 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.
18.2.2 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
April 7, 2022
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4C Y
OR-6INAL
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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 the 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.
18.7 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
certificates of insurance and endorsements required have not been provided
INDEPENDENT CONTRACTOR'S AGREEMENT
April 7, 2022
-- Page 5 of 9 Pages --
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 additional 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 above 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 shall 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 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.
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
interpretation of this Agreement.
INDEPENDENT CONTRACTOR'S AGREEMENT
April 7, 2022
-- Page 6 of 9 Pages --
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: TODD GROUNDWATER
Phyllis Stanin, PG, CHG, Vice President /
Principal Geologist
2490 Mariner Square Loop, Suite 215
Alameda, CA 94501
(510) 747-6920
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 anyway 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.
26. 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
INDEPENDENT CONTRACTOR's AGREEMENT
April 7, 2022
-- Page 7 of 9 Pages --
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
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.
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.
CONTRACTOR's Federal Tax ID Number
CONTRACTOR is a corporation? Yes No X
(Please check one.)
31. NON -INTEREST. No officer or employee of the KRGSA shall hold any
interest 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.
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
INDEPENDENT CONTRACTOR'S AGREEMENT
April 7, 2022
CONTRACTOR
TODD GROUNDWATER
-- Page 8 of 9 Pages --
a
RODNEY PALLA
Chairman
CITY OF BAKERSFIELD
WATER RESOURCES DEPARTMENT
By:
ART CHIANELLO
Water Resources Manager
APPROVED AS TO FORM:
VIRGINIAENNARO
City Atto ey
as
V18GINIA GENNARO
City Attorney
COUNTERSIGXED:
1-2
RAI f7Y MCKE6GAN
Finance Director
Attachments: Exhibit A - Scope of Work
INDEPENDENT CONTRACTOR'S AGREEMENT
April 7, 2022
PHYLLIS STANIN
Vice President
KERN DELTA WATER DISTRICT
By:
STEVEN L. TEGt1AA
General Manager
APPROVED AS TO FORM:
By:
RICHARD IGER
General Counsel
KERN COUNTY WATER AGENCY
By:
DAVID BEARD
General Manager
APPROVED AS TO FORM:
M
-- Page 9 of 9 Pages -
AMELIA T. MINABERRIGARAI
General Counsel
By:
RODNEY PALLA
Chairman
CITY OF BAKERSFIELD
WATER RESOURCES DEPARTMENT
By:
ART CHIANELLO
Water Resources Manager
APPROVED AS TO FORM:
VIRGINIA NNARO
City Atto ey
7
By:
V14GINIA 6ENNARO
City Attorney
COUNTERSIG D:
By:
RA MCK AN
Finance Director
Attachments: Exhibit A - Scope of Work
By: 4_ -
PHYLLIS STANIN
Vice President
KERN DELTA WATER DISTRICT
By: �& -
STEVEN L. T A
General Manager
APPROVED AS TO FORM:
By:iV-�, -�
RICHARD IGER
General Counsel
KERN COUNTY WATER AGENCY
By:
DAVID BEARD
General Manager
APPROVED AS TO FORM:
By:
enera ounse
INDEPENDENT CONTRACTOR'S AGREEMENT
Apnl 7. 7022
-- Page 9 of 9 Pages --
--
�At3F:
4i.
lAj
c-"`e IA-L
By:
RODNEY PALLA
Chairman
CITY OF BAKERSFIELD
WATER RESOURCES DEPARTMENT
By:
ART CHIANELLO
Water Resources Manager
APPROVED AS TO FORM:
VIRGINIA gfENNARO
City Atto ey
By: ec,
V GINIA 6ENNARO
City Attorney
COUNTERSIG D:
By:
RAt#fi MCK AN
Finance Director
Attachments: Exhibit A - Scope of Work
INDEPENDENT CONTRACTOR'S AGREEMENT
April 7, 2022
By:
PHYLLIS STANIN
Vice President
KERN DELTA WATER DISTRICT
By:
STEVEN L. T A
General Manager
APPROVED AS TO FORM:
By:
RICHARD IGER
General Counsel
KERN COUNTY WATER AGENCY
By: r
DAVID BEARD
General Manager
APPROVED AS TO FORM:
By: Apn&UGti M.Gm4e-rr4' Gt r4,ci
AMELIA T. MINABERRI RAI
General Counsel
-- Page 9 of 9 Pages --