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HomeMy WebLinkAboutUkiah Valley Basin Groundwater Sustainability Agency 2025-02-134931-1127-9891.1 014737.001 1 UKIAH VALLEY BASIN GROUNDWATER SUSTAINABILITY AGENCY PROFESSIONAL SERVICES AGREEMENT WITH CITY OF UKIAH TO PERFORM ADMINISTRATIVE SERVICES This Agreement is by and between the UKIAH VALLEY BASIN GROUNDWATER SUSTAINABILITY AGENCY, hereinafter referred to as “UVBGSA”, and CITY OF UKIAH, hereinafter referred to as CITY”, entered into in Ukiah, California on February 13, 2025 (“Effective Date”). UVBGSA and CITY may sometimes hereinafter be referred to as “Party”, or collectively as “Parties”. RECITALS WHEREAS, pursuant to Article 5 Section 5.2.7 of the Joint Powers Agreement, adopted on May 10, 2017, forming the Ukiah Valley Basin Groundwater Sustainability Agency (JPA), UVBGSA shall have the power to make and enter into contracts necessary to the full exercise of the Agency’s power; and WHEREAS, the JPA was established to provide sustainable groundwater management in the Ukiah Valley groundwater basin pursuant to the Sustainable Groundwater Management Act (“SGMA”) Part 2.74 of the California Water Code); and WHEREAS, in order to meet the various requirements of a groundwater sustainability agency under the Sustainable Groundwater Management Act (Part 2.74 of the California Water Code) (“SGMA”), UVBGSA is in need of specialized, efficient, and cost-effective administrative services to administer the adopted Ukiah Valley Basin Groundwater Sustainability Plan; and WHEREAS, in order to function in compliance with appliable law and achieve its objectives, the Parties mutually agree it is in each of their own best interests for CITY to provide such services on the terms and conditions set forth in this agreement, and CITY is willing to provide the same; and WHEREAS, the Parties are contemplating a subsequent amendment to this Agreement to expand the scope of administrative services provided by CITY to include fiscal responsibilities, such as the CITY assuming responsibility for administering the roles of Treasurer and Controller of the UVBGSA. NOW, THEREFORE, it is agreed that UVBGSA does hereby retain CITY to provide the administrative services described herein, and CITY accepts such engagements hereinafter specified in this Agreement. END OF RECITALS] COU No. 2425-181 4931-1127-9891.1 014737.001 2 AGREEMENT 1. DEFINITIONS: Capitalized terms used in this Agreement shall have the same meaning as provided in Article I of the JPA, unless otherwise specified herein. 2. GENERAL TERMS AND CONDITIONS: a. TERM: This Agreement shall commence on the Effective Date and remain in effect until terminated by either the Board or the CITY in writing. Termination shall occur not sooner than ninety (90) days after either Party gives written notice of termination. A different termination date may be established by mutual written agreement of the Parties. Upon termination of the Agreement by either Party, the CITY shall fully cooperate in the transition to another means of performing the services provided by CITY under this Agreement, provided that UVBGSA pays the CITY its actual and reasonable costs of such cooperation. Upon the termination of this Agreement the CITY shall have no authority, responsibility or liability for UVBGSA’s continued operations. b. INDEPENDENT CONTRACTOR: i. It is the express intention of the Parties that CITY is an independent contractor and not an employee, joint venturer, or partner of UVBGSA for any purpose whatsoever. UVBGSA shall have no right to and shall not control the manner or prescribe the method of accomplishing those services contracted to and performed by CITY under this Agreement, which are not policy decisions or do not require Board approval, and the general public and all governmental agencies regulating such activity shall be so informed. ii. Those provisions of this Agreement that reserve ultimate authority in UVBGSA have been inserted solely to achieve compliance with federal and state laws, rules, regulations, and interpretations thereof. No such provisions and no other provisions of this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CITY or any of CITY’s employees and UVBGSA. iii. CITY shall pay all estimated and actual federal and state taxes that are due the state and federal government and shall furnish and pay worker’s compensation insurance, unemployment insurance and any other benefits required by law for its employees. iv. CITY agrees to indemnify and hold UVBGSA and its officers, agents and employees harmless from and against any claims or demands by federal, state or local government agencies for any such taxes or benefits due but 4931-1127-9891.1 014737.001 3 not paid by CITY, including the legal costs associated with defending against any audit, claim, demand or lawsuit. v. In carrying out the work contemplated herein, CITY shall comply with all applicable federal and state workers’ compensation and liability laws and regulations with respect to the officers, agents and/or employees conducting and participating in the work; and agrees that such officers, agents, and/or employees will be considered CITY’s employees and not treated or considered in any way as officers, agents and/or employees of UVBGSA. vi. CITY does, by this Agreement, agree to perform its said work and functions at all times in strict accordance with all applicable federal, state and county laws, including ,but not limited to, laws applicable to California general law cities. c. HOLD HARMLESS AND INDEMNITY: i. UVBGSA agrees to defend, indemnify, and save the CITY harmless from and against any and all claims, liability, damages or costs arising out of the decisions or directives of the Board. The CITY agrees to indemnify and defend UVBGSA from and against any claims, liability, damages or costs caused by the negligent acts, errors, omissions or willful misconduct of its officers or employees in performing pursuant to this Agreement, but only in proportion to and to the extent such liability, loss, expense, attorneys’ fees, or claims for injury or damages are caused by the CITY’s officers, employees, or agents. ii. Each Party hereby agrees to defend itself from any claim, action or proceeding by third parties arising out of the acts or omissions of its officers or employees. In such cases, each Party agrees to retain its own legal counsel, bear its own defense costs, and waive its right to seek reimbursement of such costs from each other. iii. Notwithstanding the above, where a trial verdict or arbitration award allocates or determines the comparative fault of the Parties, the Parties may seek reimbursement and/or reallocation of defense costs, settlement payments, judgments and awards, consistent with said comparative fault. iv. As required by Section 9 herein, the Parties are responsible to provide workers compensation insurance for injuries sustained in the normal course and scope of their respective employees’ performance of services. The Parties waive any right of subrogation against each other for any and all 4931-1127-9891.1 014737.001 4 losses sustained by the Parties, subject to such workers compensation coverage. v. For purposes of this section, the terms “employee” or “employees” shall refer to and include employees, officers, agents, representatives, or subcontractors. vi. Notwithstanding the foregoing subsections i-v, no employee, officer, agent, representative, or subcontractor of any Party shall be considered an employee” of the other Party for purposes of indemnification. d. INSURANCE: i. Each Party shall be responsible for maintaining a program of insurance that shall cover each Party’s indemnification obligations. Without in any way affecting the indemnity herein provided and in addition thereto, each Party shall secure and maintain throughout the Agreement the following types of insurance, including coverage through a pooled risk joint powers agency with limits as shown. ii. Workers’ Compensation. If the Party has employees, a program of Workers’ Compensation Insurance or a state-approved self-insurance program in an amount and form to meet all applicable requirements of the Labor Code of the State of California, including Employer’s Liability with $250,000 limits covering all persons providing services on behalf of each Party and all risks to such persons under this Agreement. iii. Comprehensive General and Automobile Liability Insurance: This coverage is to include contractual coverage and automobile liability coverage for owned, hired, and non-owned vehicles. The policy or self-insurance shall have combined single limits for bodily injury and property damage of not less than two million dollars ($2,000,000.00). iv. Additional Named Insured: All policies, and/or memoranda of coverage, except Workers’ Compensation, shall contain additional endorsements naming each Party and its officers, employees, agents and volunteers as additional named insureds with respect to liabilities arising out of each Party’s performance hereunder. v. Policies Primary and non-Contributory: All policies required above are to be the primary and non-contributory with any insurance or self-insurance carried or administered by each Party. 4931-1127-9891.1 014737.001 5 e. CONFORMITY WITH LAW AND SAFETY: i. In performing services under this Agreement, CITY shall observe and comply with all applicable laws, ordinances, codes and regulations of governmental agencies, including federal, state, municipal, and local governing bodies, having jurisdiction over the scope of services, including all applicable provisions of the California Occupational Safety and Health Act. CITY shall indemnify and hold UVBGSA harmless from any and all liability, fines, and penalties from any of CITY’s failure to comply with such laws, ordinances, codes and regulations. ii. Accidents: If a death, serious personal injury or substantial property damage occurs in connection with CITY’s performance of this Agreement, CITY shall immediately notify UVBGSA by telephone. CITY shall promptly submit to UVBGSA a written report, in such form as may be required by UVBGSA of all accidents which occur in connection with this Agreement. This report must include the following information: (1) name and address of the injured or deceased person(s); (2) name and address of CITY’s sub- contractor, if any; and (3) a detailed description of the accident and whether any of UVBGSA’s equipment, tools, material, or staff were involved. iii. CITY further agrees to take all reasonable steps to preserve all physical evidence and information which may be relevant to the circumstances surrounding a potential claim, while maintaining public safety, and to grant to UVBGSA the opportunity to review and inspect such evidence, including the scene of the accident. f. TAXES: CITY shall pay all taxes to which it is subject in the course of performing under this Agreement. UVBGSA shall pay taxes imposed on property acquired for it by CITY at the direction or with the approval of the Board or as the Parties otherwise agree with respect to a particular transaction or event. g. OWNERSHIP OF DOCUMENTS: CITY hereby assigns UVBGSA an irrevocable license to use any and all proposals, plans, specification, designs, drawings, sketches, renderings, models, reports and related documents (including computerized or electronic copies) prepared by CITY in performing services under this Agreement in which the CITY has any copyright or protected interest. UVBGSA’s rights under this paragraph “g” shall not extend to any computer software used to create such Documents and Materials. h. CONFLICT OF INTEREST: Each Party shall use its best efforts to inform the other Party of any actual or potential conflict of interest in their respective performance under this Agreement of which they become aware and shall endeavor in good faith to 4931-1127-9891.1 014737.001 6 mutually agree on measures to be taken to avoid or mitigate any such conflict that may arise. i. NOTICES: All notices, requests, demands, or other communications under this Agreement shall be in writing. Notices shall be given for all purposes as follows: i. Personal delivery: When personally delivered to the recipient, notices are effective on delivery. ii. First Class Mail: When mailed first class to the last address of the recipient known to the party giving notice, notice is effective three (3) mail delivery days after deposit in a United States Postal Service office or mailbox. Certified Mail: When mailed certified mail, return receipt requested, notice is effective on receipt, if delivery is confirmed by a return receipt. iii. Overnight Delivery: When delivered by overnight delivery (Federal Express/Airborne/United Parcel Service/DHL WorldWide Express) with charges prepaid or charged to the sender’s account, notice is effective on delivery, if delivery is confirmed by the delivery service. iv. Email: When sent by email, notice is effective on receipt, provided that (a) a duplicate copy of the notice is promptly given by first-class or certified mail or overnight delivery, or (b) the receiving party acknowledges receipt. Any notice given by email shall be deemed received on the date it is received. When the UVBGSA Board Chair or Counsel changes, the UVBGSA shall promptly notify the CITY in writing of the new contact information for notices purposes. Addresses for purpose of giving notice are as follows: To UVBGSA: Ukiah Valley Basin Groundwater Sustainability Agency Ukiah Civic Center 300 Seminary Ave. Ukiah, CA 95482 Attn: UVBGSA Board Chair Email address: _____________ UVBGSA Legal Counsel 1331 Garden Highway, 2nd Floor Sacramento, CA 95833 Attention: Holly Roberson, Shareholder Email: hroberson@kmtg.com 4931-1127-9891.1 014737.001 7 To CITY: Ukiah Civic Center 300 Seminary Ave. Ukiah, CA 95482 Attn: City Manager Email: ssangiacomo@cityofukiah.com Ukiah City Attorney Law Offices of Rapport and Marston 405 West Perkins St. Ukiah, CA 95482 Email: drapport@cityofukiah.com Any correctly addressed notice that is refused, unclaimed, or undeliverable because of an act or omission of the party to be notified shall be deemed effective as of the first date that said notice was refused, unclaimed, or deemed undeliverable by the postal authorities, messenger, or overnight delivery service. Any Party may change its postal or email address by giving the other Party notice of the change in any manner permitted by this Agreement. j. USE OF UVBGSA PROPERTY: CITY shall not use UVBGSA property (including equipment, instruments and supplies) or personnel for any purpose other than in the performance of his/her obligations under this Agreement. k. EQUAL EMPLOYMENT OPPORTUNITY PRACTICES PROVISIONS: CITY certifies that it will comply with all applicable federal, state, and local laws, rules and regulations pertaining to nondiscrimination in employment and grant administration. CITY represents that it also has its own equity policies, with which it complies. l. AUDITS; ACCESS TO RECORDS: CITY shall make available to UVBGSA, its authorized agents, officers, or employees, for examination any and all ledgers, books of accounts, invoices, vouchers, cancelled checks, and other records or documents evidencing or relating to the expenditures and disbursements charged to UVBGSA, and shall furnish to UVBGSA, within sixty (60) days after examination, its authorized agents, officers or employees such other evidence or information as UVBGSA may require with regard to any such expenditure or disbursement charged by the CITY. 4931-1127-9891.1 014737.001 8 CITY shall maintain full and adequate records of the actual costs incurred by the CITY in the performance of this Agreement. CITY shall retain records in compliance with its records retention schedule from June 5, 2019, and as may be amended from time to time, which were adopted via Resolution 2019-25. CITY shall immediately make such records available to the UVBGSA upon request. m. DOCUMENTS AND MATERIALS: CITY shall maintain and make available to UVBGSA for its inspection and use during the term of this Agreement, all Documents and Materials, related to performance of this Agreement. CITY’s obligations under the preceding sentence shall continue for four (4) years following termination or expiration of this Agreement or the completion of all work hereunder (as evidenced in writing by UVBGSA or CITY), and CITY shall in no event dispose of, destroy, alter or mutilate said Documents and Materials, for four (4) years following UVBGSA’s last payment to CITY under this Agreement. Alternatively, the CITY may furnish all such Documents and Materials to UVBGSA, after which it shall have no further obligation to preserve such records. n. TIME OF ESSENCE: Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be construed to limit or deprive a party of the benefits of any grace or use period allowed in this Agreement. o. TERMINATION: Either Party may terminate this Agreement for cause upon 60 days written notification to the other Party. p. NON-APPROPRIATION: If UVBGSA should fail to appropriate or otherwise fail to make available funds sufficient to compensate the CITY for the agreed upon scope of services in accordance with this Agreement the CITY may suspend this Agreement only upon thirty (30) days written notice to UVBGSA. If the UVBGSA does not cure the insufficient appropriation at its next Board meeting after receipt of the notice of suspension, the CITY may initiate termination proceedings consistent with the terms of this Agreement. Upon termination, UVBGSA shall remit payment for all products and services delivered to UVBGSA and all expenses incurred by CITY prior to UVBGSA’s receipt of the notice of suspension. Notice shall be deemed effective upon receipt. q. CHOICE OF LAW: This Agreement, and any dispute arising from the relationship between the Parties to this Agreement, shall be governed by the laws of the State of California, excluding any laws that direct the application of another jurisdiction’s laws. r. VENUE: All lawsuits relating to this contract must be filed in Mendocino County Superior Court, Mendocino County, California, subject to the provisions of California Code of Civil Procedure section 394. If either Party exercises its right 4931-1127-9891.1 014737.001 9 under Section 394 to transfer the case to a neutral county, in lieu thereof, the Parties agree to request the appointment of an out of county Judge to hear the case in Mendocino County. s. WAIVER: No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the Party waiving the breach, failure, right or remedy. No waiver of any breach, failure, right or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. t. ADVERTISING OR PUBLICITY: CITY shall not use the name of UVBGSA, its officers, directors, employees or agents, in advertising or publicity releases or otherwise without securing the prior written consent of UVBGSA. For the avoidance of doubt, this term does not preclude the CITY from providing information about the UVBGSA on the CITY’s website, including the CITY’s role as a member and in providing services under this Agreement. u. ENTIRE AGREEMENT: This Agreement, including all attachments, exhibits, and any other documents specifically incorporated into this Agreement, shall constitute the entire agreement between UVBGSA and CITY relating to the subject matter of this Agreement. As used herein, Agreement refers to and includes any documents incorporated herein by reference and any exhibits or attachments. This Agreement supersedes and merges all previous understandings, and all other agreements, written or oral, between the Parties and sets forth the entire understanding of the Parties regarding the subject matter thereof. This Agreement may not be modified except by a written document signed by both Parties. In the event of a conflict between the body of this Agreement and any of the Exhibits, the provisions in the body of this Agreement shall control. v. HEADINGS: Herein are for convenience of reference only and shall in no way affect interpretation of this Agreement. w. MODIFICATION OF AGREEMENT: This Agreement may be supplemented, amended or modified only by the mutual agreement of the Parties. No supplement, amendment or modification of this Agreement shall be binding unless it is in writing and signed by authorized representatives of both Parties. x. ASSURANCE OF PERFORMANCE: If at any time UVBGSA has good objective cause to believe CITY may not be adequately performing its obligations under this Agreement or that CITY may fail to complete the Services as required by this Agreement, UVBGSA may request from CITY prompt written assurances of performance and a written plan acceptable to UVBGSA, to correct the observed deficiencies in CITY’s performance. CITY shall provide such written assurances and 4931-1127-9891.1 014737.001 10 written plan within thirty (30) calendar days of its receipt of UVBGSA’s request and shall thereafter diligently commence and fully perform such written plan. CITY acknowledges and agrees that any failure to provide such written assurances and written plan within the required time is a material breach under this Agreement. y. SUBCONTRACTING/ASSIGNMENT: CITY shall not subcontract, assign or delegate any portion of this Agreement or any duties or obligations hereunder without UVBGSA’s prior written approval. i. Neither Party shall, on the basis of this Agreement, contract on behalf of or in the name of the other Party. Any agreement that violates this Section shall confer no rights on any Party and shall be null and void. ii. CITY shall remain fully responsible for compliance by its subcontractors with all the terms of this Agreement, regardless of the terms of any agreement between CITY and its subcontractors. z. SURVIVAL: The obligations of this Agreement, which by their nature would continue beyond the termination on expiration of the Agreement, including without limitation, the obligations regarding Indemnification (paragraph “c”), Ownership of Documents paragraph “g”), and Conflict of Interest (Paragraph “h”), shall survive termination or expiration for two (2) years. aa. SEVERABILITY: If a court of competent jurisdiction holds any provision of this Agreement to be illegal, unenforceable, or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of 12 of them, will not be affected, unless an essential purpose of this Agreement would be defeated by the loss of the illegal, unenforceable, or invalid provision. bb. INTELLECTUAL PROPERTY WARRANTY: To the best of its knowledge, the CITY represents that it has secured all rights and licenses necessary for any and all materials, services, processes, software, or hardware (“CITY PRODUCTS”) to be provided or used by CITY in the performance of this AGREEMENT. cc. ELECTRONIC COPIES: The Parties agree that an electronic copy, email, or scanned copy of the executed Agreement, shall be deemed, and shall have the same legal force and effect as, an original document. dd. COOPERATION WITH UVBGSA: CITY shall cooperate with UVBGSA and UVBGSA staff in the performance of all work hereunder. ee. PERFORMANCE STANDARD: CITY shall perform all services hereunder in a manner consistent with the level of competency, care and skill ordinarily exercised by a person practicing in CITY’s position under similar circumstances at the same time Standard of Care”). UVBGSA has relied upon the professional ability and training 4931-1127-9891.1 014737.001 11 of CITY personnel as assigned to perform the CITY’s obligations under this Agreement as a material inducement to enter into this Agreement. CITY hereby agrees to provide all services under this Agreement in accordance with and Standards of Care, as well as the requirements of applicable federal, state, and local laws, it being understood that acceptance of CITY’s work by UVBGSA shall not operate as a waiver or release. If UVBGSA determines that any of CITY’s work is not in accordance with such level of competency and Standard of Care, UVBGSA, in its sole discretion, shall have the right to do any or all of the following: (a) require CITY to meet with UVBGSA to review the quality of the work and resolve matters of concern; (b) require CITY to repeat the work at no additional charge until it is satisfactory; or (c) terminate this Agreement pursuant to the provisions of paragraph “o” (Termination) or (d) pursue any and all other remedies at law or in equity. ff. ALTERNATIVE DISPUTE RESOLUTION: If a dispute arises out of or relates to this Agreement, or the alleged breach thereof (“Dispute”), the Parties mutually agree to act in good faith and to the best of their ability to take part and cooperate in the following three-step dispute resolution process, provided, however, that neither Party waives any provision of the California Tort Claims Act: i. STEP ONE—NEGOTIATION: Upon written notice of any Dispute that arises out of or relates to CITY’s obligations to provide administrative services as described herein, the Parties shall attempt to resolve it promptly by negotiations between the Parties who have authority to settle the Dispute. This process should be completed within 30 days of such written notice Negotiation”). ii. STEP TWO—MEDIATION: If the Dispute cannot be resolved through Negotiation, the Parties agree first to make a good faith attempt to resolve the Dispute by mediation lasting at least one day before resorting to arbitration, litigation or any other dispute resolution procedure Mediation”). The process shall be confidential based on terms acceptable to the mediator. iii. STEP THREE—ARBITRATION: Any Dispute not resolved through Negotiation or Mediation in accordance with Steps 1 and 2 shall be resolved by final and binding arbitration pursuant to the provisions of California Code of Civil Procedure, Section 1280 et seq.. The Parties understand that arbitration is final and binding and that they are waiving their rights to other resolution processes such as court action, which may provide a right to a jury trial and the opportunity to take witness testimony prior to such a proceeding, or administrative proceeding. 4931-1127-9891.1 014737.001 12 gg. ATTORNEYS’ FEES: In any action to enforce or interpret the terms of this agreement, including but not limited to any action for declaratory relief, each Party shall be solely responsible for and bear its own attorneys’ fees, regardless of which Party prevails. 3. GENERAL MANAGER SERVICES: Commencing on the Effective Date of this Agreement, CITY shall serve as the General Manager of the UVBGSA. In keeping with section 13.1 of the JPA, the Board will appoint _________________________ as General Manager. The holder of that position will remain the General Manager until the Board, with the agreement of the CITY’s City Manager, makes a different appointment with written consent of the Board. The General Manager shall provide the following administrative services: a. FISCAL AND CONTRACT MANAGEMENT: i. Prior to the commencement of each Fiscal Year, present a preliminary budget to the Board for consideration and by no later than June 15, submit a final budget for approval by the Board. The Parties may agree in writing and by mutual consent to alter this schedule. ii. Contract management, including vendor procurement and development and management of vendor and CITY contracts. iii. Invoice management, including monthly review and processing of vendor and CITY invoices. b. PERFORM THE DUTIES OF THE GENERAL MANAGER TO THE UVBGSA: i. Prepare meeting materials including Board packets, staff reports, PowerPoint slide decks, and coordination of consultant deliverables for Board, Ad Hoc, and Technical Advisory Committee (“TAC”) meetings. ii. Attend and facilitate four quarterly Board meetings and four quarterly TAC meetings per year. iii. Perform follow-up activities from Board meetings and TAC meetings to implement direction given by the Board or TAC. c. PERFORM THE DUTIES OF CLERK TO THE BOARD: i. Preparation of meeting notices and agendas in compliance with the Brown Act, for legal counsel review as needed. ii. Preparation of action minutes from the meetings and other documents requiring Board approval. 4931-1127-9891.1 014737.001 13 iii. Performing follow-up administrative tasks, including posting information to the UVBGSA website and implementing direction given by Board and committee members. iv. Act as the custodian of UVBGSA records created after the Effective Date and secure documents existing prior to the Effective Date that can be reasonably located, with copies to legal counsel. d. PROVIDE STAFF SERVICES FOR TECHNICAL ADVISORY COMMITTEE (TAC) MEETINGS: i. Prepare meeting materials, including preparation and posting of agendas and agenda materials in compliance with the Brown Act. ii. Attend meetings and provide clerical services during the meeting, including recordation of the meetings, record actions taken, manage remote participation, if available via Zoom or similar technology. iii. Follow-up administrative tasks, including preparation of action minutes. e. OVERSEE GROUNDWATER SUSTAINABILITY PLAN (“GSP”) IMPLEMENTATION: i. Direct technical Consultants, including management of each of the UVBGSA’s technical Consultants assigned to perform specific GSP implementation tasks. Work with technical consultants, including, but not limited to, Larry Walker and Associates, Hansford Environmental Consulting, Mendocino County Resource Conservation District, and the California Land Steward Institute. Prepare or oversee the 5-year update to the GSP. ii. Review well permit applications and coordinate with the county as needed. iii. Miscellaneous support for meetings, as necessary. iv. Annual report and project management action (“PMA”) coordination, including oversight of the technical Consultant hired by UVBGSA who is responsible to prepare the annual report and develop an implementation plan for future PMAs. v. Coordination with the UVBGSA’s legal counsel, including support to and coordination with UVBGSA legal counsel on all legal matters related to the UVBGSA, including, but not limited to, Form 700 compliance, coordinating compliance with executive orders, state and federal law and policy, 4931-1127-9891.1 014737.001 14 resolution development, required trainings for Board members, contracting, and, in consultation with UVBGSA legal counsel, answering legal questions from the Board. f. STAKEHOLDER OUTREACH AND COMMUNICATION: i. External communications, including reviewing and responding to public inquiries by email and phone. ii. Develop outreach materials, including preparing materials to facilitate stakeholder outreach and communications. iii. Conduct outreach meetings, as necessary, to communicate important UVBGSA activities. g. WEBSITE AND EMAIL MAINTENANCE, including the direct costs and associated administrative effort to maintain the website hosting plan, UVBGSA email account, and phone service hosting. h. ADMINISTRATION AND MANAGEMENT OF RATE AND FEE STUDY IMPLEMENTATION: i. Support and coordination for rate and fee implementation, including coordination with and support to UVBGSA CITY on the fee implementation, non-appeal related corrections in billings, coordinating with the county as necessary, and coordinating with water purveyors. ii. Appeals, including administrative work to support the fee appeal process, in coordination with the fee consultant and legal counsel, as necessary. iii. Direct billing of annual fees. i. GRANT ADMINISTRATION, including all coordination and administrative duties associated with grant management, billing, and reporting. Coordinate with legal counsel on grant compliance as needed. If directed by the Board, research grant opportunities for the UVBGSA, apply for grants, and manage funded grants. 4. OTHER SERVICES: When mutually agreed by the Parties as directed by the Board via Resolution, and/or by an amendment to this Agreement, CITY will provide Other Services to UVBGSA including other professional services as agreed upon pursuant to such subsequent agreements. 4931-1127-9891.1 014737.001 15 5. PAYMENT FOR SERVICES PROVIDED PURSUANT TO THIS AGREEMENT: a. ANNUAL COMPENSATION: The annual UVBGSA budget proposed by the CITY and approved by the Board shall include compensation to the CITY for the services provided under Section 2 of this Agreement. Within thirty (30) days after the end of each quarter of the Fiscal Year, UVBGSA will remit twenty-five (25%) percent of the annual budgeted Compensation to the CITY and any additional amount needed if the budgeted amount is amended by the Board. b. TIME TRACKING: The CITY shall implement a “project code” for time spent on implementation of the tasks it performs pursuant to this Services Agreement on an hourly basis. The CITY and the Board shall review the quarterly payments once per year to determine if the costs are exceeding the budgeted amount, and to determine if a budget amendment is necessary. c. PAYMENT FOR OTHER SERVICES: Unless a different rate is stipulated at the time, if Other Services are requested by UVBGSA, the CITY will charge UVBGSA for staff services according to the CITY’s Charge Out Rate Schedule which is updated annually, or at the same rate that it pays for such services to outside third parties. The CITY will bill for these services on a quarterly basis and payment for the services provided in any quarter is due no later than thirty (30) days after presentation of such quarterly invoice to the UVBGSA Board, and approval by the Board, at a regularly scheduled Board meeting. The CITY will also be eligible for any dedicated administration reimbursements from grants awarded to the UVBGSA that are allowable expenses in the administration of activity delivery for the corresponding grant, except to the extent the annual UVBGSA budget compensated the CITY for services covered by said administration reimbursements. Blake Adams, General Manager Ukiah Valley Basin Groundwater Sustainability Agency Sage Sangiacomo, City Manager, City of Ukiah