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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 /' gLaENG QRIGINA -- Page 1 of 9 Pages -- 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 -- Page 2 of 9 Pages -- 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 -- Page 3 of 9 Pages -- 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 -- Page 4 of 9 Pages -- 4C Y OR-6INAL n 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 --