HomeMy WebLinkAboutCalifornia Land Stewardship Institute 2016-07-28; Amendment 1 Amendment#1 to
This is the first amendment to Contract#15-02. Revisions consist of changes to the project
components and schedule described in Exhibit A and the budget described in Exhibit B.
AGREEMENT
FOR
ENGINEERING DESIGN AND CONSTRUCTION SERVICES
Contract#15-02
THIS AGREEMENT is made and entered into this July 28, 2016 by and between
the CALIFORNIA LAND STEWARDSHIP INSTITUTE, 550 Gateway Dr. #108 Napa,
Ca. 94558; a non-profit corporation, (hereinafter referred to as CLSI, and the City of
Ukiah.; a municipality, (hereinafter referred to as the"CITY").
WITNESSETH:
WHEREAS, CLSI has heretofore entered into a PROPOSITION 84 SUB-
GRANTEE AGREEMENT (hereinafter referred to as "Prop 84 Contract") with
Humboldt County(hereinafter referred to as "CLIENT") and Humboldt County has
entered into and made part of its subcontract agreement a contract with the Ca.
Department of Water Resources (hereinafter referred to as the "State" or"Prime"
contract), for certain professional engineering services and construction services in
connection with the Russian River Watershed Agricultural Water Conservation & Water
Supply and Reliability Program; and
WHEREAS, CITY represents that it has reviewed the Client's project
requirements, is familiar with the Prirw, Contract, and possesses the requisite professional
capability and capacity, including license and legal authority in the State of California, to
furnish the necessary services therefore; and
WHEREAS,CLSI desires to engage CITY to perform certain of the services
related to the Project, and,
NOW THEREFORE, for and in consideration of the covenants and conditions
hereinafter set forth, the parties do mutually agree as follows:
I. SCOPE OF WORK
A. CITY hereby agrees to satisfactorily perform the tasks and work set forth in Exhibit
"A", entitled, "Scope of Work", attached hereto and made a part hereof, in
accordance with the tenns and conditions expressed herein and in a sequence, time,
and manner which will permit CLSI to comply with the requirements and applicable
sections of the Prime Contract, incorporated herein by this reference and attached
hereto as Exhibit"D".
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B. In addition to the Scope of Work described herein, CITY agrees to be bound in the
same manner and to the same extent that CLSI is bound by all applicable sections of
the attached Prop 84 Contract and Prime Contract, both attached as Exhibit"D" for
only those areas applicable to the CITY'S work and to the extent the CITY is
involved with the CLSI contract.
II. COMPENSATION
For the consideration of the services satisfactorily performed by the CITY hereunder,
CLSI agrees to pay CITY the Burn set forth under Exhibit"B", entitled,
"Compensation and Payment", attached hereto and made part hereof
III. TERMS AND CONDITIONS
A. In addition to applicable provisions of the Prime Contract, CITY agrees to be
bound by the General Provisions identified as Exhibit"C", attached hereto and made
a Dart hereof.
B. hi the event of conflict between this Agreement and its Exhibits the following
Order of Precedent shall govern:
This Agrccnicnt
Exhibit "A" Scope of Work
Exhibit "B" Compensation and Payment
Exhibit "C" - General Provisions
Exhibit "D" Prop 84 Contract and Prime Contract
IN WITNESS WHEREOF, the authorized representatives of the parties hereto
leave executed this Agreement effective on the date signed.
CALIFORNIA LAND
STEWARDSHIP
INSITITUTE
By Laurel Marcus, Executive Director
Date:
CITY OF UKIAH
Sage angiacom City Manager
Date: -7 - 2 7
California Land stewardship Institute 2
EXHIBIT "A"
SCOPE OF WORK AND SCHEDULE
AGRICULTURAL WATER CONSERVATION AND WATER SUPPLY
RELIABILITY PROGRAM RUSSIAN AND NAVARRO RIVER
WATERSHEDS
PROJECT DESCRIPTION: CLSI in partnership with the City of Ukiah will complete a
portion of the City's Master Plan Recycled Water Project, located in Mendocino County
near the City of Ukiah that will implement a municipal recycled water system for
agricultural frost control and irrigation. This project will a) construct a new 2 million
gallon/day capacity chlorine contact basin,
.and b) construct a storage pond of up to 10 acre feet in size to provide recycled water to
agriculture. The City will implement a. CLSI will implement c in consultation with the
City. Once the entire recycled water project is completed, this project will conserve
approximately 793 acre-feet of water per year.
Task. 11.1.B Project Monitoring Plan
A Project Monitoring Plan was developed by CLSI and submitted to DWR via Humboldt
County. The monitoring plan requires keeping irt;ck of acre-feet of recycled water made
available to fanners
Deliverables:
.j Annual total of recycled water made available to farmers
"Task 11.LC Labor Compliance Program
Take all measures necessary to ensure compliance with applicable California Labor Code
requirements, including, preparation and implementation of a labor compliance program
or including any payments to the Department of Industrial Relations under Labor Code
Section 1771.3.
Deliverables:
u Proof of labor compliance
Task I L LD Reporting
Prepare monthly progress reports detailing work completed during reporting period as
outlined in Exhibit G of the Humboldt County agreement. Submit reports with invoices
to CLSI for review and inclusion in a progress report to be submitted to Humboldt
County.
California Land Stewardship Institute A_t
Deliverables:
!� Monthly Progress Reports
Task 11.3 Planning/Design/Engineering and Environmental Documentation: Budget
Category (c)
Task 11.3.B Design
Develop a set of final design plans and specifications for the portion of the recycled water
project covered by this grant including a new z million gallon/day capacity chlorine contact
basin.. These plans and specifications should be ready to put out to bid. The plans and
specifications will conform to all necessary requirements stipulated by CLSI and
regulatory agencies.
Deliverables:
❑ Final 100% design documents
Task 11.3.1) Permittigg
Acquire all necessary federal, state, and local permits. Permits may include compliance
under the General Waste Discharlc Requirements for Recycled Water Projects issue by
the State Water Resources Control 130a1'd.
Deliverables:
13 Copies of all required permits
Task 11.4 Construction/Implementation: Budget Category (d)
Task I I A.A Construction Contracting:
Activities necessary to secure a contractor and award the contract include: develop
advertisement for bids and contract documents, conduct pre-bid contractors meeting,
perform evaluation of bids, award contract.
Deliverables:
1� Summary of Bids
t_ Award of contract
Task 11.4.13 Construction Administration
This task will include administrative tasks associated with project construction including
construction oversight, meetings with contractors, inspections, completion of record
drawings, verification and payments to contractors.
California Land Sle aMship Institute A-7
Deliverables:
n Construction Management Logs
r Notification of project completion sent to Humboldt County and DWR.
Task..11.4.E Construction of Recycled Water Infirastructure Improvements
(1) Mobilization and Site Preparation: Initiate project site preparation, order
project equipment and supplies, assure project pen-nits are in place, conduct pre-
project site photo-monitoring
(2) Chlorine Contact Basin. Construct a new 2 mill,'on gallon/day capacity chlorine
contact basin
(3) Construction Project Close Out, Inspection & Demobilization: Inspect project
components and establish that work is complete. Test the operation of the pipeline
and treatment facilities. Verify that all project components have been installed and
are functioning as specified. Conduct project completion photo monitoring.
Prepare record drawings.
Deliverables:
I Photo documentation
r.. As-Builts
Califomia Land Stewardship Institute A-3
Project 11: Agricultural Water Conservation and Water Supply Reliability Program-
Russian and Navarro River Watersheds
Task Start Date End Date
ll.1 Project Administration Se tember `14 December `18
11.1.13 Project Monitoring Plan June `15 August `15
11.1.0 Labor Compliance Program June `15 December `18
11.LD Reporting June `15 December `18
11.3 Planning/Design/Engineering and June 112 June `16
Environmental Documentation
11.3.13 Design December `15 Aril `18
11.3C CEQA com liance June `12 Aril `18
11.3.D Pennittin= June '12 April `18
11.4 Construction/Implementation Aril `16 December 118
11.4.A Construction Contracting Aril `16 June `18
1 1.4.13 _ Construction Administration _ May '16 December `18
11.4.E Construction of Recycled Water Infrastructure May `16 December `18
II�il3rovements
Califomia Land Stewardship Institute A-3
EXHIBIT "B"
COMPENSATION AND PAYMENT
l. As the work proceeds, CITY shall submit to CLSI by the 51h of each month an invoice
showing the services performed in the preceding month, and the charges therefore,
with hours, personnel and rates listed by task. CLSI shall bill CLIENT monthly for
work completed and agrees to pay CITY for the cost of work minus 10% withholding
required by the CLIENT, within ten business days after CLSI receives payment from
CLIENT for the work. Notwithstanding any provision to the contrary herein, it shall
be a condition precedent to CLSi's obligation to make any payment or reimbursement
to the CITY hereunder that CLSI shall have received payment from CLIENT for the
services or expenses covered by the CITY'S invoice. In case of partial payment by
the CLIENT the CITY shall be paid proportionally.
2. All invoices will include a progress report as defined in Task 11.1 D
3. 'file CITY shall be responsible for seeking CLSI's written authorization prior to
performance by the CITY of any services which are considered by the CITY to be
additional services beyond the Scope of Services contained in Exhibit "A." In the
absence of such prior written authorization, any work of tine CITY shall be
conclusively presumed to be a part of the work called fior by the Scope of Services.
4. Subject to compliance with Public Contract Code Sections 7107, 7201, 20104.2 and 20104.5,
final payment to the CITY by CLSI and acceptance of such payment by the CITY
upon completion of tills Agreement or in the event of termination shall release and
forever discharge CLSI from all claims, demands, and liabilities of every nature,
whether in law or equity, arising from or in any way connected with the Project.
California land Stewardship Institute R_t
5. The amount of compensation due to the CITY is listed below:
_ Exhibit B Budget Continued
Project 13: Russian River Watershed Agricultural Water Conservation and Water Supply Reliability
_ Program
Project Sponsor: California Land Stewardship Institute
City of
Ukiah Non-
state
1RWMP Graft funding
Category Amount match Total Cost
Planning Desigri/Engineering $0 $1,250,000 $800,000
Construction Implementation
_ Chlorine Contact Basin 1615190 1615190
Grand Total $1,615,190 $1 250 000 $2,865,190
California Land Stewardship Institute U.2
EXHIBIT "C"
GENERAL PROVISIONS
1. Responsibility
CITY shall be responsible for the professional quality, technical accuracy and
coordination of all work to be provided hereunder, and shall, without any additional
compensation, correct or revise any errors or deficiencies promptly upon notice or
discovery thereof. Neither a review, approval or acceptance of, nor payment for, any
of the Work required hereunder shall be construed as a waiver of any rights under this
Agreement by CLSI or of any cause of action arising out of the performance of this
Agreement, and CITY shall be liable for all damages caused by or arising out of
CITY'S negligent performance of any Work provided or required hereunder.
2. Changes
CLSI may by written authorization, make changes in the Scope of Work. If such
changes result in an increase or a decrease in Work, the time required for
performance thereof, or the compensation therefore, this Agreement shall be modified
accordingly in writing in order for such changes to be valid. Under no circumstances
shall CITY provide additional Work or incur expenses for which additional
compensation is to be charged without the express written authorization of CLSI.
3. Termination
a. Performance of the Wolk and services hereunder may be terminated by 30 day
written notice by either party in whole or in part based on the other party's default in
the performance of its obligations hereunder.
I. Whenever a party shall default in its obligations hereunder or fails to make
progress in the prosecution of the services or Work, thereby endangering such
performance, and shall fail to cure such default within ten (10) days after
receipt of notice specifying the default, or, if the cure cannot be feasibly
completed within said ten(10) days, the party shall have commenced to cure the
default within said ten(10)days and diligently proceeds to cure the default within a
reasonable time.
b. Termination shall be effected by delivery to the defaulting party of a Notice of
Termination, specifying the default and the steps required to cure the default.
c. In the event of termination for default by CITY, CLSI shall be entitled to
complete the services and Work hereunder or engage others to do so, and if the
expense of completing said services and Work is greater than the amount CITY
California Land Stewardship Institute C_1
was to receive as compensation, therefore, CLSI shall be entitled to recover the
difference from CITY; provided, that this remedy shall only apply to a fixed-price
type Agreement.
4Relationships
The legal relationship of CITY to CLSI hereunder shall be that of an independent
contractor and not that of an agent, employee or joint venturer.
6. Examination of Records
If the Work performed by CITY hereunder are in support of any government
contract or program, or under a cost-reimbursement type agreement, or for any
authorized additional service or reimbursable expense, CITY shall until the expiration
of seven (7) years after final payment hereunder, maintain such books and records
under generally recognized accounting methods and permit inspection by CLSI or its
CLIENT, or the authorized representatives of wither of them at mutually convenient
tines.
7. Compliance with Laivs
CITY shall comply with all appli4.able federal, state, and local laws, ordinances,
rules, regulations, and orders in effect on the date of this Agreement.
7. insurance
CITY shall effect and maintain insurance and/or pooled risk coverage through the
Redwood Empire Municipal Insungnce Fund to protect itself, CLSI and its CLIENT
against claims arising under Workmen's (Worker's) Compensation and, from claims
for damages resulting from injury to or destruction of property, including loss of use
thereof; caused by the error, omission, or negligent act for which CITY, its
employees, agents, subcontractors, and material suppliers, or the invitees of any of
them, may be responsible.
CITY shall provide certificates of insurance for general and automobile liability
insurance or pooled risk coverage for no less than the sum of one million dollars
(S 1,000,000) each to CLSI naming CLSI as an additional insured or covered party,
and all certificates shall provide that the policy or policies or coverage shall not be
canceled or reduced in coverages without giving CLSI thirty(30) days prior written
notice.
CITY shall provide proof of coverage for Worker's Compensation insurance.
California Land Stewardship Institute (' ?
8. Indemnification
CITY shall indemnify and hold harmless and defend CLSI, its agents and
employees from and against all claims, losses, actions and expenses including
interalia, legal fees and expenses, on account of bodily injury to or death of any
person (including without limitation employees, agents or authorized representatives
of CLSI) or for damage to property or the work (including without limitation the
property of CLSI) arising out of the negligent acts or omissions of CITY, its
employees, agents or subcontractors in the performance of Work under this
Agreement.
9. Remedies
The rights and remedies set forth herein shall be in addition to any other remedies
provided by law, and waiver by CLSI or CITY of any provision hereunder or a breach
thereof by the other party, shall not be deemed a waiver of future compliance thereof
and such provision shall continue in frill force and effect.
10. Severability
In the event that any term or condition of this Agreement is held to be illegal,
invalid, or unenforceable under the laws, r eulations. or ordinances of any federal,
state, or other government to which this Agreement is subject, such term or provision
shall be deemed severed from this Agreement and the remaining terms and provisions
shall remain unaffected thereby and continue in full force.
11. Notices
All notices required or permitted under this Agreement shall be considered as
duly given to any party for all purposes hereof only if given to the parties specified
below in writing and hand delivered; or sent by registered or certified mail, postage
prepaid and return receipt requested; or sent by telex, telegram, fax or cable and also
confirmed by registered mail, postage prepaid and return receipt requested. All
notices shall be effective upon first receipt, unless otherwise specified herein.
Laurel Marcus Sage Sangiacomo
Executive Director City Manager
California Land Stewardship Institute City of Ukiah
550 Gateway Dr. #108 300 Seminary Avenue
Napa, California 94558 Ukiah, CA 95482
12. Modification
This Agreement may only be modified by a written amendment hereto, duly
executed by both parties.
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13. Successors and Assil4nments
Each party binds itself, its successors, assignees, and legal representatives to the
other party with respect to all of the covenants of this Agreement, and further agrees
that it shall not assign, subcontract, hypothecate, or transfer its interest in this
Agreement, or any part thereof, without the express written consent of the other party.
14. Extent of Agreement
This Agreement contains all of the promises, representations, and understandings
of the parties hereto and supersedes any previous understandings, commitment,
proposals, or agreements, whether oral or written, and may only be modified as
hereinbefore provided.
15. Governing Law
Unless otherwise specified herein, this Agreement shall be interpreted and
construed and the rights of the parties hereto shall be governed by the laws of the
State of California.
California Land stewardship Institute C-4
EXHIBIT "D"
PRIME CONTRACT
California land Stewardship Institute D.I.
PROPOSITION 84 SUB-GRANTEE AGREEMENT
BY AND BETWEEN
THE COUNTY OF HUMBOLDT
AND
California Land Stewardship Institute
FOR THE PROJECT ENTITLED: Agricultural Water Conservation and Water Supply Reliability
Program-Russian River and Navarro River Watersheds
This Agreement, entered into this day of , 20 , by and between the County of
Humboldt, a political subdivision of the State of California, hereinafter referred to as "COUNTY," and
California Land Stewardship Institute, a [Business Organization (e.g. California Corporation)] ,
hereinafter referred to as "SUB.GRANTEE," is made upon the following considerations:
RECITALS
WHEREAS, COUNTY has agreed to receive grant funding from the California Department of
Water Resources ("DWR") pursuant to Proposition 84. Integrated Regional Water Management
hnplementation Grant Agreement No. 4600010890, dated July 20 2015 ("Proposition 84 Implementation
Agreement"), which is attached hereto as Exhibit A - Proposition 84 Implementation Agreement and
incorporated herein by reference; and
WHEREAS, SUB-GRANTEE is one of several parties intended to receive grant funding from
COUNTY pursuant to said Proposition 84 Implementation Agreement for work to be completed by SUB-
GRANTEE as set forth in said Proposition 84 Implementation Agreement; and
WHEREAS, such .%-ork to be completed by SLAB GRANTEE, and other specific information
pertaining to the Agricultural Water Conservation and Water Supply Reliability Program-Russian River
and Navarro River Watersheds ("Project"), is set forth in both the Proposition 84 Implementation
Agreement and in this Agreement as Exhibit B Work Plan, Schedule and Budget, which is attached
hereto and incorporated herein by reference; and
WHEREAS, the parties acknowledbe that COUNTY intends to merely administer the distribution of
grant funds pursuant to the Proposition 84 Implementation Agreement and SUB-GRANTEE intends to
complete all other aspects of the Project, as set forth in the Proposition 84 lmplenientation Agreement and
Exhibit B to this Agreement, in a manner that will insure COUNTY's compliance with the Proposition 84
Implementation Agreement; and
WHEREAS, COUNTY is relying on SUB-GRANTEE's performance hereunder in order for
COUNTY to comply with its obligations set forth in the Proposition 84 Implementation Agreement; and
WHEREAS, the parties desire to set forth the terms and conditions under which SUB-GRANTEE is
to receive grant funds from COUNTY.
AGREEMENT
1. INCORPORATION BY REFERENCE:
The above recitals are incorporated herein by reference.
2. RIGHTS AND OBLIGATIONS OF SUB-GRANTEE:
PY-15 PROPOSITION 84 SUB-GRANTEE AGREEbtEN'r Agricultural Water Conservation and Water Supply Reliability Program Russian River and
Navarro River watersheds(08.03.15) Page I of 15
A. Scope of Work. SUB-GRANTEE shall perform all work pertaining to the Project, and provide
the documentation required of COUNTY or other sub-grantees, in a timely manner as set forth
in the applicable provisions of the Proposition 84 Implementation Agreement and Exhibit B to
this Agreement.
B. Provision of Requested Documentation and Proiect Access. To enable COUNTY to confirm
SUB-GRANTEE's compliance with this Agreement, SUB-GRANTEE shall provide
COUNTY with any requested documentation and access to any work sites, or other areas
associated with the Project .
3. RIGHTS AND OBLIGATIONS OF COUNTY:
A. Disbursement. Subject to receipt of grant funds from DWR, as a result of a particular request
for disbursement submitted by SUB-GRANTEE, and the other terms and conditions set forth
herein, COUNTY shall remit to SUB-GRANTEE such funds it receives from DWR. SUB-
GRANTEE shall not be entitled disbursement of grant funds as set forth herein, if COUNTY
dolls not receive grant funds from DWR in connection with SUB-GRANj"EH's request for
disbursement.
B. Remedies. In the event SUB-GRANTEE violates any provision of this Agreement that could
potentially result in a violation of the Proposition 84 Implementation Agreement, COUNTY
may take ally and all appropriate measures to prevent any such violation of the Proposition 84
1iriplemcntatloll Agreement, or to mitigate any damages COUNTY could incur as a result
thereof', including, but not limited to, performing any work required of SUB-GRANTEE
hereunder. SUB-GRANTEE shall be liable for airy costs incurred by COUNTY in connection
xvith any Such Violation of this Agreement or the. Proposition 84 Implementation Agreement.
4. DISBURSEMENT OF GRANT FUNDS:
A. Disbursement Requests. SUB-GRANTEE hereby acknowledges that the Eligible Project
Costs related to the Project are limited to those set forth in the applicable provisions of the
Proposition 84 Implementation Agreement and Exhibit B to this Agreement. SUB-GRANTEE
shall not request disbursement for any cost until such cost has been incurred, and has been
paid, or is due and payable, by SUB-GRANTEE.
B. Matching Funds. SUB-GRANTEE hereby ackno«:tedges that it is required to obtain matching
funds for the Project as set forth in the applicable provisions of the Proposition 84
Implementation Agreement.
C. Invoices. In order to receive disbursement of grant fonds, SUB-GRANTEE shall submit to
COUNTY monthly invoices itemizing all work completed, and Eligible Project Costs incurred,
by SUB-GRANTEE. Invoices shall be in a format approved by, and shall include backup
documentation as specified by, the Humboldt County Department of Public Works and the
Humboldt County Auditor-Control ter. All invoices submitted by SUB-GRANTEE shall be
sent to COUNTY at the following address:
COUNTY: Humboldt County Department of Public Works
Natural Resources Division
Attn: Devin Theobald, Administrative Analyst
1106 Second Street
Eureka, CA 95501
FY-15 PROPOSMON 84 5jB-GRANTE1-.AGRLLMFNT Agricultural Water Conservation and water Supply Reliability Program-Russian River and
Navarro River%atetsheds�138 03.15) Page 2 or 15
D. Retention of Grant Funds. SUB-GRANTEE acknowledges that COUNTY may withhold the
disbursement of any grant funds that may be necessary to satisfy the retention requirements set
forth in the applicable provisions of the Proposition 84 Implementation Agreement.
E. Conditions and Limitations. Notwithstanding any other provision of this Agreement, no
disbursement shall be required at any time or in any manner which:
1. Violates, or conflicts with, the Proposition 84 Implementation Agreement or any local,
state or federal laws, rules or regulations
2. May require any rebates to the federal government pursuant to any applicable local, state
or federal laws or regulations.
3. May result in the loss of tax-free status on state bonds pursuant to any applicable local,
state or federal laws or regulations.
F. Refunds. If COUNTY is required to refund to DWR any disbursement made to SUB.-
GRANTEE, due to a violation of the Proposition 84 Implementation Agreement by SUB-
GRANTEE, SUB-GRANTEE shall refund to COUNTY such disbursement amount plus any
interest or penalties required to be paid by COUNTY in connection with such refund.
5. TERM:
This Agreement shall beunn upon execution by both partics and shall remain in full force and effect
until June 30, 2019 or until all of the parties' obligations hereunder are fully satisfied, whichever
occurs earlier.
6. TERMINATION:
A. Breach of Contract. If, in the opinion of UOUNTY, SUB-GRANTEE fails to adequately
perform it obligations hereunder, within the time limits set forth in the applicable provisions of
the Proposition 84 Implementation Agreement and Exhibit B to this Agreement, or otherwise
fails to comply with any term or condition of this Agreement, or violates any ordinance,
regulation, or other law applicable to its performance herein, COUNTY may terminate this
Agreement immediately, upon notice.
B. Without Cause. This Agreement may be terminated by COUNTY without cause upon thirty
(30) days advance written notice. Such notice shall state the effective date of the termination.
C. Insufficient Funding. COUNTY's obligations under this Agreement are contingent upon the
availability of local, state and/or federal funds. In the event such funding is terminated,
COUNTY shall, at its sole discretion, determine whether this Agreement shall be terminated.
COUNTY shall provide SUB-GRANTEE seven (7) days advance written notice of its intent to
terminate this Agreement due to insufficient funding.
D. Compensation. In the event of any termination of this Agreement, SUB-GRANTEE shall be
entitled to compensation for uncompensated Eligible Project Costs incurred hereunder through
and including the effective date of such termination. However, this provision shall not limit or
reduce any damages owing to COUNTY resulting from a breach of this Agreement by SUB-
GRANTEE.
FY-15 PROPOSITION 84 SUB-GRANTEE AGREEMENT Agricultural water Conservation and water Supply Reliability Program-Russian River and
Navarro River Watersheds(08 03.15) Page 3 of 15
7. NOTICES:
Any and all notices required to be given pursuant to the terms of this Agreement shall be in writing
and either served personally or sent by certified mail, return receipt requested, to the respective
addresses set forth below. Notice shall be effective upon actual receipt or refusal as shown on the
receipt obtained pursuant to the foregoing.
COUNTY: Humboldt County Department of Public Works
Natural Resource Division
Attn: Devin T Theobald, Senior Environmental Analyst
1106 Second Street
Eureka, CA 95501
SUB-GRANTEE: California Land Stewardship Institute
550 Gateway Dr
Napa, CA 94558
8. RECORD RETENTION AND INSPECTION:
A. Maintenance and Preservation of Records. SUB-GRANTEE agrees to timely prepare accurate
and complete performance records relating to the Project, and to maintain and preserve said
records for at least seven (7) years from the expiration date of this Agreement, except that if
any litigation, claim, negotiation, audit or other action is pending, the records shall be retained
until completion and resolution of all issues arising therefrom.
B. Inspection of Records. SUB-GRANTEE hereby agrees to make all performance records
relating to the Projcct available during normal bL1S1IH:SS hours to inspection, audit and
reproduction by any duly authoriZcd local, state and!or Icderal agencics. SUB-GRANTEE
further agrees to allow interviews of any persons who nilght reasonably have information
related to such records by any dLlly` tut1wrized local, state and'or federal agencies. All
examinations and inspections conductcd under this section shall be strictly confined to those
matters connected with the performance of this Agreement.
9� MONITORING:
SUB-GRANTEE agrees that COUNTY has the right to monitor all activities related to this
Agreement, including the right to review and monitor SUB-GRANTEE's records, programs or
procedures, at any time, as well as access any -v ork sites, or other areas associated with the Project,
in order to ensure compliance with the terms and conditions of this Agreement. However,
COUNTY is not responsible, and will not be held accountable, for overseeing or evaluating the
adequacy of the results of work performed by SUB-GRANTEE.
10, CONFIDENTIAL INFORMATION:
In the performance of this Agreement, SUB-GRANTEE may receive confidential information.
SUB-GRANTEE hereby agrees to protect all such confidential information in conformance with any
and all applicable local, state and federal laws and regulations.
FY-15 PROPOSITION 84 SUB-GRANTEE AGRFEKI ENT Agricultural Water Conservation and Water Supply Reliability Program-Russian River and
Navarro River watersheds(08.03.15) Page 4 of 15
11. NUCLEAR FREE HUMBOLDT COUNTY ORDINANCE COMPLIANCE:
SUB-GRANTEE certifies by its signature below that is not a Nuclear Weapons Contractor, in that
SUB-GRANTEE is not knowingly or intentionally engaged in the research, development,
production or testing of nuclear warheads, nuclear weapons systems, or nuclear weapons
components as defined by the Nuclear Free Humboldt County Ordinance. SUB-GRANTEE agrees
to notify COUNTY immediately if it becomes a Nuclear Weapons Contractor as defined above.
COUNTY may immediately terminate this Agreement if it determines that the foregoing
certification is false, or if SUB-GRANTEE subsequently becomes a Nuclear Weapons Contractor.
12. NON-DISCRIMINATION COMPLIANCE:
A. Professional Services and Employment. In connection with the execution of this Agreement,
SUB-GRANTEE shall not unlawfully discriminate in the provision of professional set-vices or
against any employee or applicant for employment because of race, religion or religious creed,
color, age (over forty (40) years of age), sex (including gender identity and expression,
pregnancy, childbirth and related medical conditions), sexual orientation (including
heterosexuality, homosexuality and bisexuality), national origin, ancestry, marital status,
medical condition (including cancer and genetic characteristics), mental or physical disability
(including HIV status and AIDS), political affiliation, military service or any other
classifications protected by local, state and federal laws and regulations. Nothing herein shall
be construed to require employment of unqualified persons.
B. Compliance with Anti-Discrimination Laws. SUB-GRANTEE further assures that it will
abide by the provisions of Title VI and Title VII of the Civil Rights Act of 1964, Section 504
of the Rehabilitation Act of 1973, as amended, the Age Discrimination Act of 1975, California
Welfare and Institutions Code Section 10000, CDSS MPP Division 21, United States
Executive Order 11246, as amended, and any other applicable local, state and federal laws and
regulations. Practices in hiring, compensation, benefits and firing are among the employment
practices subject to this requirement.
13. INDEMNIFICATION:
SUB-GRANTEE shall hold hannless, defend and indemnify COUNTY and its agents, officers,
official, employees and volunteers from and against any and all liabilities, including, without
limitation, liability under the Proposition 84 Implementation Agreement, claims, demands, losses,
damages, expenses and costs of any kind or nature, including, but not limited to, attorney fees and
other costs of litigation, arising out of, or in connection with, SUB-GRANTEE's performance of, or
failure to comply with, any of the obligations contained herein, except such loss or damage which
was caused by the sole negligence or willful misconduct of COUNTY.
14. INSURANCE:
Without limiting SUB-GRANTEE's indemnification obligations provided for herein, SUB-
GRANTEE will maintain in full force and effect, at its own expense, any and all appropriate
comprehensive general liability insurance, comprehensive automobile insurance and workers'
compensation policies.
FY-15 PROPOSITION 84 SUB-GRANTEE AGRFFhIENT Agricultural Water Conservatton and water Supply Reliability Program-Russian River and
Navarro River watersheds(08.03 IS) Page 5 of 15
15. RELATIONSHIP OF PARTIES:
It is understood that this Agreement is not intended to, and shall not be construed to, create the
relationship of agent, servant, employee,partnership,joint venture or any other similar association.
16. WARRANTIES AND REPRESENTATIONS:
SUB-GRANTEE hereby makes all of the ,varranties, representations, covenants and certifications
that are otherwise made by COUNTY, with respect to the Project, as set forth in the applicable
provisions of the Proposition 84 Implementation Agreement.
17. COMPLIANCE WITH LAWS:
SUB-GRANTEE agrees to comply with all applicable local, state and federal laws and regulations,
in performance of its obligations hereunder. SUB-GRANTEE further agrees to comply with any
and all applicable provisions of the Proposition 84 Implementation Agreement. In the event that any
applicable law, regulation or contractual provision is amended during the term of this Agreement,
the parties agree to comply with the amended law, regulation or contractual provision as of the
effective date of such amendment.
18. PROVISIONS REQUIRED BY LAW:
This Agreement is subject to any additional local, state and federal restrictions, limitations, or
conditions that may affect the provisions, terms, condition,, or funding of this Agreement. This
Agreement shall be read and enforced as though all legally required provisions are Included herein,
and If for any reason any such provision Is not Included, or is not correctly stated, the parties agree
to amend this Agreement to make such insertion or correction.
19. SEVERABILITY:
If any provision of this Agreement, or any portion thereof, is found by any court of competent
jurisdiction to be unenforceable or invalid for any reason, such provision shall be severable and shall
not in any way impair the enforceability of an}'other provision of this Agreement.
20. ASSIGNMENT:
SUB-GRANTEE shall not delegate its duties or assign its rights, obligations, or interests hereunder,
either in whole or in part, without COUNTY's prior written consent. Any assignment in violation of
this provision shall be void, and shall be cause for immediate termination of this Agreement. This
provision shall not be applicable to service agreements or other arrangements usually or customarily
entered into by SUB-GRANTEE to obtain supplies, technical support or professional services.
21. AGREEMENT SHALL BIND SUCCESSORS:
Subject to any provisions concerning assignment, all terns and conditions of this Agreement shall
be fully binding upon, inure to the benefit of, and be enforceable by, the parties hereto and to each
of their heirs, executors, administrators, legal representatives, successors and assigns.
>Y-15 PROPOSITION 84 SUB-GRANTEr AGRFEMFNT Agricultural Water Conservatnm and Water Supply Reliability Program Russian River and
Navarro River watersheds(08.03 15) Page 6 of 15
22. WAIVER OF DEFAULT:
The waiver by either party of any breach or violation of any provision of this Agreement shall not be
deemed a waiver of any such breach in the future, or of the breach of any other requirement of this
Agreement.
23. NON-LIABILITY OF COUNTY OFFICIALS AND EMPLOYEES:
No official or employee of COUNTY shall be personally liable for any default or liability under this
Agreement.
24. AMENDMENT:
No addition to, or alteration of, the terms of this Agreement shall be valid unless made in writing
and signed by the parties hereto.
25. DISPUTE RESOLUTION:
If a dispute arises involving the interpretation, implementation or enforcement of this Agreement,
the parties shall meet, in person and in good faith, to make every reasonable attempt to resolve the
problem within thirty (30) days of discovering a material dispute. The parties agree that informal
dispute resolution, including mediation, should an in-person meeting prove unsuccessful, shall be
attempted prior to seeking recourse fi•orn the courts.
26. JURISDICTION AND VENUE:
This Agreement shall be construed in Accordance with the laws of the State of California. Any
dispute arising hereunder, or relating hereto, shall be litigated in the State of California and venue
shall lie in the County of Humboldt unless transferred by court order pursuant to California Code of
Civil Procedure Sections 394 or 395.
27. ADVERTISING AND MEDIA RELEASE:
All informational material related to this Agreement shall receive approval from COUNTY prior to
being used as advertising or released to the media, including, but not limited to, television, radio,
newspapers and Internet. SUB-GRANTEE shall inform COUNTY of all requests for interviews by
media related to this Agreement before such interviews take place; and COUNTY is entitled to have
a representative present at such interviews. All notices required by this provision shall be given to
the Humboldt County Public Works Director.
28. SUBCONTRACTS:
SUB-GRANTEE shall obtain prior written approval from COUNTY before subcontracting any of
its obligations hereunder. Any and all subcontracts will be subject to all applicable provisions of
this Agreement. SUB-GRANTEE shall remain legally responsible for the performance of all terms
and conditions of this Agreement, including work performed by third parties under subcontracts,
whether approved by COUNTY or not.
rY-15 PROPOSrr]ON 84 SUB-GRANTEL AGREEKIFNT Agricultural Water Conservation and Water supply Reliability Program-Russian River and
Navarro River Watersheds(08.03.15) Page 7 of 15
29. ATTORNEYS' FEES:
If either party shall commence any legal action or proceeding, including an action for declaratory
relief, against the other by reason of the alleged failure of the other to perform or keep any provision
of this Agreement from being performed, the prevailing party in said action or proceeding shall be
entitled to recover court costs and reasonable attorneys' fees, including reasonable value of services
rendered by the Humboldt County Counsel's Office, to be fixed by the court, and such recovery
shall include court costs and attorney's fees on appeal, if applicable. As used herein, "prevailing
party" means the party who dismisses an action or proceeding in exchange for payment of
substantially all sums allegedly due, performance of provisions allegedly breached or other
considerations substantially equal to the relief sought by said party, as well as the party in whose
favor final judgment is rendered.
30. SURVIVAL:
The duties and obligations of the parties set forth in Sections 6(D), 8, 10 and 13 shall survive the
expiration or termination of this Agreement.
31. CONFLICTING TERMS OR CONDITIONS:
In the event of any conflict in the terms or conditions set forth in any other agreements in place
between the parties hereto and the terms and conditions set forth in paragraphs I through 36 of this
Agreement, paragraphs I through 36 of this Agreement shall have priority.
32. INTERPRETATION:
This Agreement, as well as iiti individual provisions, shall be deemed to have been prepared equally
by both of the parties hereto, and shall not be construed or interpreted more favorably for one party
on the basis that the other party prepared it.
33. INDEPENDENT CONSTRUCTION:
The titles of the sections. subsections and paragraphs set forth in this Agreement are inserted for
convenience of reference only, and shall be disregarded in construing or interpreting any of the
provisions of this Agreement.
34. FORCE MAJEURE:
Neither party hereto shall be liable or responsible for delays or failures in performance resulting
from events beyond the reasonable control of such party and without fault or negligence of such
party. Such events shall include, but not be limited to, acts of God, strikes, lockouts, riots, acts of
war, epidemics, acts of govermnent, fire, power failures, nuclear accidents, earthquakes, unusually
severe weather, acts of terrorism or other disasters, whether or not similar to the foregoing.
35. ENTIRE AGREEMENT:
This Agreement contains all of the terms and conditions agreed upon by the parties hereto, and no
other agreements, oral or otherwise, regarding the subject matter of this Agreement shall be deemed
to exist or to bind either of the parties hereto. In addition, this Agreement shall supersede in its
entirety any and all prior agreements of the parties regarding the subject matter of this Agreement.
YY-15 PROPOSITION 84 SUB•GRANTi:F,AGREEMENT Agricultutil water Conservation and hater Supply Reliability Program-Russian Rtter and
Navarro River wateislleds(08.03.15) Page 8 of 15
36. AUTHORITY TO EXECUTE:
Each person executing this Agreement represents and warrants that he or she is duly authorized and
has legal authority to execute and deliver this Agreement. Each party represents and warrants to the
other that the execution and delivery of this Agreement and the performance of such party's
obligations hereunder have been duly authorized.
IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date first written
above.
TWO SIGNA TURES ARE REQUIRED FOR CORPORATIONS:
1. CHAIRPERSON OF THE BOARD, PRESIDENT, OR VICE. PRESIDENT; AND
2. SECRFTARY, ASSISTANT SECRETARY, CHIEF FINANCIAL OFFICER OR TRI;ASURF,R.
California Land Stewardshi Institute:
&A_L�-
By: _ Date: _ 4'1012018
Name: Keith Horn
"Title: President Board of Directors
BY: Date:
Name. L �,
Title: , (?o��_u.►t_�C` �_
COUNTY OF H MBOLDT-
C
By: b `Q Date:
Thomas K. Mattson
Director, Department of Public Works
Pursuant to the authority delegated by the
Board of Supervisors on May 27, 2014
EY-15 PROPOSITION 84 SUB-GRAN FhE AGREEMENT Agricultural Water Conservation and Water Supply Reliability Program-Russian River and
Navarro River Watersheds(08.03 1 i; Page 9 or 15
Exhibit A: DWR Grant Agreement 4600010890
FY-15 PROPOS[T[ON 84 SUB-GRANTEE AGRFE,\IENT Agricultural%NaterConservation and Water Supply Reliability Program-Russian River and
Navarro River Watersheds(08.03.15) Page 10 of 15
Exhibit B: Work Plan, Budget, and Schedule
AGRICULTURAL WATER CONSERVATION AND WATER SUPPLY RELIABILITY PROGRAM—RUSSIAN AND NAVARRO
RIVER WATERSHEDS
IMPLEMENTING AGENCY: CALIFORNIA LAND STEWARDSHIPS INSTITUTE (CLSI)
PROJECT DESCRIPTION:The construction of a new 2 million gallon/day capacity chlorine contact basinand
construction of a storage pond of up to 10 acre feet in size to provide recycled water to agriculture. This project
will also implement water conservation measures to reduce stream withdrawals. Once completed,the entire
recycled water project will conserve approximately 793 acre-feet of water per year.
Task 11.1 Direct Project Administration:Budget Category(a)
Task 11.1.A Project Management
Manage grant agreement including compliance with grant requirements, and preparation and submission of
supporting grant documents and coordination with IRWM regional manager, Humboldt County. Prepare invoices
including relevant supporting documentation for submittal to DWR via Humboldt County. This task also includes
administrative responsibilities associated with the project such as creating and entering into a sub-grantee
agreement with Humboldt County,coordinating with partnering agencies, and managing consultants/contractors.
Deliverables:
❑ Financial Statements
❑ Invoices
❑ Other Applicable Project Deliverables
Task 11.1.13 Project Monitoring Plan
Develop and submit a Project Monitoring Plan. Along with the Project Performance Measures Tablr.,the Project
Monitoring Plan will include baseline conditions, a brief discussion of monitoring systems to be used,
methodology of monitoring, frequency of monitoring, and location of monitoring points.
Deliverables:
❑ Project Monitoring Plan
Task 11.1.0 Labor Compliance Program
Take all measures necessary to ensure compliance with applicable California Labor Code requirements, including,
preparation and implementation of a labor compliance program or including any payments to the Department of
Industrial Relations under Labor Code Section 1771.3.
Deliverables:
❑ Proof of labor compliance upon request
Task 11.1.D Reporting
Prepare progress reports detailing work completed during reporting period as outlined in Exhibit G of this
agreement. Submit reports to Humboldt County for review and inclusion in a progress report to be submitted to
DWR.
rY-15 PROPOSITION 84 SUB-GRANTE.t•AGRFEMFNT Agricultural Water Conservation and Water Supply Reliability Program Russian Riverand
Navarro River Watersheds(08.03.15) Page I of 15
Prepare draft Final Project Completion Report and submit to DWR via Humboldt County for DWR Project
Manager's comment and review no later than 90 days after project completion. Prepare Final Report addressing
Humboldt County/DWRs comments.The report shall be prepared and presented in accordance with the provision
of Exhibit G.
Deliverables:
❑ Project Progress Reports
I I Draft and Final Project Completion Report
Task 11.2 Land Purchase/Easement: Budget Category(b)
No land acquisition or easement is anticipated for this project.
Task 11.3 Planning/Design/Engineering and Environmental Documentation: Budget Category(c)
Task 11.3.A Landowner Agreements and Outreach
Develop outreach materials and signup sheets to encourage grape growers to install soil moisture meters in their
vineyard to reduce irrigation water demand through real time monitoring of root zone moisture at various depths.
Provide agreements to land owners for signature.
Deliverables:
0 Map of Sites Selected for Instrumentation
0 Signed Landowner Agreements
[ask 11.3.E Design
Develop a set of final design plans and specifications for the portion of the recycled water proj:ct covered by this
grant including the construction of the distribution pipeline, pump stations, and storage pond. These plans and
specifications should be ready to put out to bid.The plans and specifications will conform to all necessary
requirements stipulated by CLSI and regulatory agencies.As part of the project match develop design plans and
specifications for the chlorine contact basin.
Deliverables:
C Final 100%design documents
Task 11.3.0 CEQA Documentation
Prepare DWR Environmental Information Form. Circulate a Notice of Preparation (including tribal notification to
the California Native Heritage Commission). File Notice of Exemption. Prepare letter stating no legal challenges
(or addressing legal challenges).
Deliverables:
Environmental Information Form
J Copy of Notice of Exemption
❑ Legal Challenges letter
Task 11.3.D Permitting
Acquire all necessary federal,state,and local permits. Permits may include compliance under the General Waste
Discharge Requirements for Recycled Water Projects issue by the State Water Resources Control Board.
FY-15 PROPOSITION 84 SUB-GRANTEE AGRCI-NIENT Agncultural WaterConservauon and Water Supply Reliability Program Russian Rncr and
Navarro River«atersheds(08.03.15) Page 12 of 15
Deliverables:
❑ Copies of all required permits
Task 11.4 Construction/Implementation: Budget Category(d)
Task 11.4.A Construction Contracting
Activities necessary to secure a contractor and award the contract include:develop advertisement for bids and
contract documents,conduct pre-bid contractors meeting, perform evaluation of bids,award contract.
Deliverables:
❑ Summary of Bids
0 Award of contract
Task 11.4.E Construction Administration
This task will include administrative tasks associated with project construction including construction oversight,
meetings with contractors, inspections, completion of record drawings,verification and payments to contractors.
Deliverables:
❑ Construction Management Logs
❑ Notification of project completion sent to Humboldt County and DWR.
Task 11.4.0 Workshops and Technical Assistance
Conduct workshops in the Russian River and Navarro River watersheds and provide technical assistance on the
use of soil moisture monitoring to reduce irrigation water demand for approximately 500 grape growers.
Deliverables:
❑ Workshop attendance lists
❑ Workshop materials
❑ Workshop Evaluations
Task 11.4.D Installation of Soil Moisture Monitoring Instruments
Install approximately 100 soil moisture monitoring meters on up to 100 different vineyards to evaluate moisture
levels in the root system at various depths in below ground.
Deliverables:
0 List of participating farms
❑ Photo documentation
Task 11.4.E Construction of Recycled Water Infrastructure Improvements
(1) Mobilization and Site Preparation: Initiate project site preparation, order project equipment and
supplies,assure project permits are in place, conduct pre-project site photo-monitoring
FY-15 PROPOSITION 84 S M GRANTFE AGREEh1ENT Agricultural Water Conservation and Water Supply Reliability Program-Russian River and
Navarro River WatershLds(08.03.15) Page 13 of 15
(2) Construction of new 2 million gallon/day capacity chlorine contact basinKeep daily records of
construction activities, inspection,and progress.Conduct project construction photo-monitoring.
(3)Storage Pond Construction:Construct one agricultural storage pond with Jiner of up to 10 acre feet
capacity in order to store recycled water for frost control. Keep daily records of construction activities,
inspection, and progress.Conduct project construction photo-monitoring.
(4)Construction Project Close Out, Inspection &Demobilization: Inspect project components and
establish that work is complete.Test the operation of the pipeline and treatment facilities.Verify that all
project components have been installed and are functioning as specified. Conduct project completion
photo monitoring. Prepare record drawings.
Deliverables:
Photo documentation
_= As Builts
PrOiRat 11 Agricultural Water Conservation and Water Supply.Reliability
Prograrq-kussian and Nava Re-River.VVgtemheds
ProjeaSponsop:Caflrorhia Land StedardsKip Institute
Grant Funding Total Cost
Amount Match
(a) Direct Project Administration $100,000 $15,000 $115,000
(b) Lind Purchase/Easement $0 $0 $0
Planning/Design/Engineering/ ----- --
(c) $27,000 $1,250,000 $1,277,000
Environmental Documentation
(d) Comtruclion+Itnplentcntatioil $1,643,190 $50,417 $1,893,607
Total $1,970,190 $1,315,417 $3,285,607
FY-15 PROPOSITION 84 StJB-GRANS-l=G AGREI,NIE:NI-AgriculturaI WatcrConsenation and Water Supply Reliability Program Russian River and
Navarro River Watersheds(08-03.15) Page 14 of 15
Project 11;Agricultural Water Conservation and Water Supply Reliability Program-Russian and
Navarro River Watersheds
Task Start Date End Date
11.1 Project Administration September'14 December'18
11.1.A Project Management September'14 December'18
11.1.8 Project Monitoring Plan June '15 August'15
11.1.0 Labor Compliance Program June '15 December'18
11.1.D Reporting June'15 December'18
11.2 Land Purchase/Easement N/A N/A
11.2.A Land Purchase/Easement-N/A N/A N/A
11.3 Planning/Design/Engineering and Environmental June'12 June '16
Documentation
11.3.A Landowner Agreements and Outreach June '15 June '16
11.3.E Design December'15 April '18
11.3-C CEQA Documentation June '12 June '18
11.3.D Permitting June '12 April '18
11.4 Construction/Implementation April'16 December'18
11.4.A Construction Contracting April '16 June '18
11.4.E Construction Administration May'16 December'18
11.4.0 Workshops and Technical Assistance September'15 December'18
11.4.D Installation of Soil Moisture Monitoring Instruments January'16 December'18
11.4.E Construction of Recycled Water Infrastructure May'16 December'18
Improvements
FY-15 PROPOSITION 84 SUB-GRANTEE AGRFL:NIhNT Agncultural Water Conservation and Water Supply Reliability Program-Russian River and
Navarro River Watersheds(08.03.IS) Page l5 of 15