HomeMy WebLinkAboutMendocino County Resource Conservation District (MCRCD) 2026-06-30 Docusign Envelope ID:D34B4A5E-90B0-81EC-8387-77F44ECC9F88 WV
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UKIAH VALLEY BASIN GROUNDWATER SUSTAINABILITY AGENCY
PROFESSIONAL SERVICES AGREEMENT WITH
MENDOCINO COUNTY RESOURCE CONSERVATION DISTRICT FOR
GROUNDWATER MONITORING SERVICES
This AGREEMENT is by and between the UKIAH VALLEY BASIN GROUNDWATER
SUSTAINABILITY AGENCY, hereinafter referred to as "UVBGSA", and MENDOCINO
COUNTY RESOURCE CONSERVATION DISTRICT, hereinafter referred to as
"CONSULTANT".
WITNESSETH
WHEREAS, pursuant to Article 5 Section 5.2.7 of the Joint Powers Agreement Forming
the Ukiah Valley Basin Groundwater Sustainability Agency, UVBGSA shall have the
power to make and enter into contracts necessary to the full exercise of the Agency's
power; 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), UVBGSA is in need of groundwater monitoring services related
to implementation of the Ukiah Valley Basin Groundwater Sustainability Plan; and,
WHEREAS, due to CONSULTANT's in-depth knowledge of the Ukiah Valley Basin
groundwater conditions and relationships with local land owners, UVBGSA desires to
obtain CONSULTANT for its groundwater monitoring services; and,
WHEREAS, CONSULTANT is willing to provide such services on the terms and
conditions set forth in this AGREEMENT and is willing to provide same to UVBGSA.
NOW, THEREFORE it is agreed that UVBGSA does hereby retain CONSULTANT to
provide the services described in Exhibit A, and CONSULTANT accepts such
engagement, on the General Terms and Conditions hereinafter specified in this
Agreement, the Additional Provisions attached hereto, and the following described
exhibits, all of which are incorporated into this Agreement by this reference:
Exhibit A Definition of Services
Exhibit B Payment Terms
Exhibit C Insurance Requirements
Exhibit D ePayables Information
The term of this Agreement shall be from June 30, 2026 (the "Effective Date") and shall
continue through June 30, 2029.
The compensation payable to CONSULTANT hereunder shall not exceed eighty-eight
thousand, seven hundred seventy and 881100 dollars ($88,770.88) for the term of this
Agreement.
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GENERAL TERMS AND CONDITIONS
1 . INDEPENDENT CONTRACTOR: No relationship of employer and employee is
created by this Agreement; it being understood and agreed that CONSULTANT
is an Independent Contractor. CONSULTANT is not the agent or employee of
the UVBGSA in any capacity whatsoever, and UVBGSA shall not be liable for
any acts or omissions by CONSULTANT nor for any obligations or liabilities
incurred by CONSULTANT.
CONSULTANT shall have no claim under this Agreement or otherwise, for
seniority, vacation time, vacation pay, sick leave, personal time off, overtime,
health insurance, medical care, hospital care, retirement benefits, social security,
disability, Workers' Compensation, or unemployment insurance benefits, civil
service protection, or employee benefits of any kind.
CONSULTANT shall be solely liable for and obligated to pay directly all
applicable payroll taxes (including federal and state income taxes) or
contributions for unemployment insurance or old age pensions or annuities which
are imposed by any governmental entity in connection with the labor used or
which are measured by wages, salaries or other remuneration paid to its officers,
agents or employees and agrees to indemnify and hold UVBGSA harmless from
any and all liability which UVBGSA may incur because of CONSULTANT's failure
to pay such amounts.
In carrying out the work contemplated herein, CONSULTANT 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 as Independent Contractors and shall not be treated or
considered in any way as officers, agents and/or employees of UVBGSA.
CONSULTANT does, by this Agreement, agree to perform their said work and
functions at all times in strict accordance with all applicable federal, state and
County laws, including but not limited to prevailing wage laws, ordinances,
regulations, titles, departmental procedures and currently approved methods and
practices in their field and that the sole interest of UVBGSA is to ensure that said
service shall be performed and rendered in a competent, efficient, timely and
satisfactory manner and in accordance with the standards required by the
UVBGSA.
Notwithstanding the foregoing, if the UVBGSA determines that pursuant to state
and federal law CONSULTANT is an employee for purposes of income tax
withholding, UVBGSA may upon two (2) week's written notice to CONSULTANT,
withhold from payments to CONSULTANT hereunder federal and state income
taxes and pay said sums to the federal and state governments.
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2. INDEMNIFICATION: To the furthest extent permitted by law (including without
limitation California Civil Code sections 2782 and 2782.8, if applicable), Consultant
shall assume the defense of, indemnify, and hold harmless the UVBGSA, its
officers, agents, and employees, from and against any and all claims, demands,
damages, costs, liabilities, and losses whatsoever alleged to be occurring or
resulting in connection with the CONSULTANT'S performance or its obligations
under this AGREEMENT, unless arising out of the sole negligence or willful
misconduct of UVBGSA. "CONSULTANT'S performance" includes
CONSULTANT'S action or inaction and the action or inaction of
CONSULTANT'S officers, employees, agents and subcontractors.
3. INSURANCE AND BOND: CONSULTANT shall at all times during the term of
the Agreement with the UVBGSA maintain in force those insurance policies and
bonds as designated in the attached Exhibit C, and will comply with all those
requirements as stated therein.
4. WORKERS' COMPENSATION: CONSULTANT shall provide Workers'
Compensation insurance, as applicable, at CONSULTANT's own cost and
expense and further, neither the CONSULTANT nor its carrier shall be entitled to
recover from UVBGSA any costs, settlements, or expenses of Workers'
Compensation claims arising out of this Agreement.
CONSULTANT affirms that s/he is aware of the provisions of Section 3700 of the
California Labor Code which requires every employer to be insured against liability
for the Workers' Compensation or to undertake self-insurance in accordance with
the provisions of the Code and CONSULTANT further assures that s/he will comply
with such provisions before commencing the performance of work under this
Agreement. CONSULTANT shall furnish to UVBGSA certificate(s) of insurance
evidencing Worker's Compensation Insurance coverage to cover its employees,
and CONSULTANT shall require all subcontractors similarly to provide Workers'
Compensation Insurance as required by the Labor Code of the State of California
for all of subcontractors' employees.
5. CONFORMITY WITH LAW AND SAFETY:
a. In performing services under this Agreement, CONSULTANT 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. CONSULTANT shall indemnify and hold UVBGSA
harmless from any and all liability, fines, penalties and consequences from
any of CONSULTANT's failures to comply with such laws, ordinances,
codes and regulations.
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b. Accidents: If a death, serious personal injury or substantial property
damage occurs in connection with CONSULTANT's performance of this
Agreement, CONSULTANT shall immediately notify UVBGSA by
telephone. CONSULTANT 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 CONSULTANT's sub-contractor, if
any; (3) name and address of CONSULTANT's liability insurance carrier;
and (4) a detailed description of the accident and whether any of
UVBGSA's equipment, tools, material, or staff were involved.
C. CONSULTANT 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 the UVBGSA the opportunity to review and inspect
such evidence, including the scene of the accident.
. PAYMENT: For services performed in accordance with this Agreement, payment
shall be made to CONSULTANT as provided in Exhibit B hereto as funding
permits.
If UVBGSA overpays CONSULTANT for any reason, CONSULTANT agrees to
return the amount of such overpayment to UVBGSA within 30 calendar days, or
at UVBGSA's option, permit UVBGSA to offset the amount of such overpayment
against future payments owed to CONSULTANT under this Agreement or any
other agreement.
In the event CONSULTANT claims or receives payment from UVBGSA for a
service, reimbursement for which is later disallowed by UVBGSA, State of
California or the United States Government, which disallowance is due to the
actions or omissions of CONSULTANT, the CONSULTANT shall promptly refund
the disallowance amount to UVBGSA upon request, or at its option UVBGSA
may offset the amount disallowed from any payment due or that becomes due to
CONSULTANT under this Agreement or any other agreement.
All invoices, receipts, or other requests for payment under this contract must be
submitted by CONSULTANT to UVBGSA in a timely manner and consistent with
the terms specified in Exhibit B. In no event shall UVBGSA be obligated to pay
any request for payment for which a written request for payment and all required
documentation was first received more than six (6) months after this Agreement
has terminated, or beyond such other time limit as may be set forth in Exhibit B.
7_ TAXES: Payment of all applicable federal, state, and local taxes shall be the
sole responsibility of the CONSULTANT.
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8. OWNERSHIP OF DOCUMENTS: CONSULTANT hereby assigns the UVBGSA
and its assignees all copyright and other use rights in any and all proposals,
plans, specification, designs, drawings, sketches, renderings, models, reports
and related documents (including computerized or electronic copies) respecting
in any way the subject matter of this Agreement, whether prepared by UVBGSA,
the CONSULTANT, the CONSULTANT's subcontractors or third parties at the
request of the CONSULTANT (collectively, "Documents and Materials"). This
explicitly includes the electronic copies of all above stated documentation.
CONSULTANT shall be permitted to retain copies, including reproducible copies
and computerized copies, of said Documents and Materials. CONSULTANT
agrees to take such further steps as may be reasonably requested by UVBGSA
to implement the aforesaid assignment. If for any reason said assignment is not
effective, CONSULTANT hereby grants UVBGSA and any assignee of UVBGSA
an express royalty—free license to retain and use said Documents and
Materials. UVBGSA's rights under this paragraph shall apply regardless of the
degree of completion of the Documents and Materials and whether or not
CONSULTANT's services as set forth in Exhibit A of this Agreement have been
fully performed or paid for.
UVBGSA's rights under this Paragraph 8 shall not extend to any computer
software used to create such Documents and Materials.
9. CONFLICT OF INTEREST: The CONSULTANT covenants that it presently has
no interest, and shall not have any interest, direct or indirect, which would conflict
in any manner with the performance of services required under this Agreement.
10. NOTICES: All notices, requests, demands, or other communications under this
Agreement shall be in writing. Notices shall be given for all purposes as follows:
Personal delivery: When personally delivered to the recipient, notices are
effective on delivery.
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.
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.
Email transmission: When sent by email to the email address of the designated
recipient of the party giving notice, notice is effective at the time the email is sent.
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Any notice given by email shall be deemed received on the next business day if it
is received after 5:00 p.m. (recipient's time) or on a non-business day.
Addresses for purpose of giving notice are as follows:
To UVBGSA: UVBGSA
340 Lake Mendocino Dr.
Ukiah, CA 95482
Email: msimerson@cityofukiah.com
Attn: Maya Simerson
To CONSULTANT: Mendocino County Resource Conservation District
115 E. Smith St. Ukiah Ca 95482
Email is erin.b@mcrcd.org
ATTN: Erin Formaker
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 address or facsimile number by giving the other party
notice of the change in any manner permitted by this Agreement.
11. USE OF UVBGSA PROPERTY: CONSULTANT shall not use UVBGSA property
(including equipment, instruments and supplies) or personnel for any purpose
other than in the performance of their obligations under this Agreement.
12. EQUAL EMPLOYMENT OPPORTUNITY PRACTICES PROVISIONS:
CONSULTANT certifies that it will comply with all Federal, State, and local laws,
rules and regulations pertaining to nondiscrimination in employment.
a. CONSULTANT shall, in all solicitations or advertisements for applicants
for employment placed as a result of this Agreement, state that it is an
"Equal Opportunity Employer" or that all qualified applicants will receive
consideration for employment without regard to their race, creed, color,
pregnancy, disability, sex, sexual orientation, gender identity, ancestry,
national origin, age, religion, Veteran's status, political affiliation, or any
other factor prohibited by law.
b. CONSULTANT shall, if requested to so do by UVBGSA, certify that it has
not, in the performance of this Agreement, engaged in any unlawful
discrimination.
C. If requested to do so by UVBGSA, CONSULTANT shall provide UVBGSA
with access to copies of all of its records pertaining or relating to its
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employment practices, except to the extent such records or portions of
such records are confidential or privileged under State or Federal law.
d. Nothing contained in this Agreement shall be construed in any manner so as
to require or permit any act which is prohibited by law.
e. The CONSULTANT shall include the provisions set forth in this paragraph
in each of its subcontracts.
13. DRUG-FREE WORKPLACE: CONSULTANT and CONSULTANT's employees
shall comply with County of Mendocino's policy of maintaining a drug-free
workplace. Neither CONSULTANT nor CONSULTANT's employees shall
unlawfully manufacture, distribute, dispense, possess or use controlled
substances, as defined in 21 U.S. Code § 812, including, but not limited to,
marijuana, heroin, cocaine, and amphetamines, at any County facility or work
site. If CONSULTANT or any employee of CONSULTANT is convicted or pleads
polo contendere to a criminal drug statute violation occurring at a County facility
or work site, the CONSULTANT, within five days thereafter, shall notify the head
of UVBGSA. Violation of this provision shall constitute a material breach of this
Agreement.
14. ENERGY CONSERVATION: CONSULTANT agrees to comply with the
mandatory standards and policies relating to energy efficiency in the State of
California Energy Conservation Plan, (Title 24, California Administrative Code).
15. COMPLIANCE WITH LICENSING REQUIREMENTS: CONSULTANT shall
comply with all necessary licensing requirements and shall obtain appropriate
licenses. To the extent required by law, CONSULTANT shall display licenses in
a location that is reasonably conspicuous. Upon UVBGSA's request,
CONSULTANT shall file copies of same with UVBGSA.
CONSULTANT represents and warrants to UVBGSA that CONSULTANT and its
employees, agents, and any subcontractors have all licenses, permits,
qualifications, and approvals of whatsoever nature that are legally required to
practice their respective professions.
16. AUDITS; ACCESS TO RECORDS: The CONSULTANT 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 CONSULTANT.
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The CONSULTANT shall maintain full and adequate records in accordance with
UVBGSA requirements to show the actual costs incurred by the CONSULTANT in
the performance of this Agreement. If such books and records are not kept and
maintained by CONSULTANT within the County of Mendocino, California,
CONSULTANT shall, upon request of UVBGSA, make such books and records
available to UVBGSA for inspection at a location within UVBGSA or CONSULTANT
shall pay to UVBGSA the reasonable, and necessary costs incurred by UVBGSA in
inspecting CONSULTANT's books and records, including, but not limited to, travel,
lodging and subsistence costs. CONSULTANT shall provide such assistance as
may be reasonably required in the course of such inspection. UVBGSA further
reserves the right to examine and reexamine said books, records and data during
the four (4) year period following termination of this Agreement or completion of all
work hereunder, as evidenced in writing by UVBGSA, and the CONSULTANT shall
in no event dispose of, destroy, alter, or mutilate said books, records, accounts, and
data in any manner whatsoever for four (4) years after UVBGSA makes the final or
last payment or within four (4) years after any pending issues between UVBGSA
and CONSULTANT with respect to this Agreement are closed, whichever is later.
17. DOCUMENTS AND MATERIALS: CONSULTANT shall maintain and make
available to UVBGSA for its inspection and use during the term of this Agreement,
all Documents and Materials, as defined in Paragraph 8 of this Agreement.
CONSULTANT'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), and CONSULTANT shall
in no event dispose of, destroy, alter or mutilate said Documents and Materials, for
four(4) years following UVBGSA's last payment to CONSULTANT under this
Agreement.
18. 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.
19. TERMINATION: UVBGSA has and reserves the right to suspend, terminate or
abandon the execution of any work by the CONSULTANT without cause at any
time upon giving to the CONSULTANT notice. Such notice shall be in writing
and may be issued by any UVBGSA officer authorized to execute or amend the
contract, UVBGSA Chair of the Board of Directors, or any other person
designated by UVBGSA. In the event that UVBGSA should abandon, terminate
or suspend the CONSULTANT's work, the CONSULTANT shall be entitled to
payment for services provided hereunder prior to the effective date of said
suspension, termination or abandonment. Said payment shall be computed in
accordance with Exhibit B hereto.
20. NON APPROPRIATION: If UVBGSA should not appropriate or otherwise make
available funds sufficient to purchase, lease, operate or maintain the products set
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forth in this Agreement, or other means of performing the same functions of such
products, UVBGSA may unilaterally terminate this Agreement only upon thirty
(30) calendar days written notice to CONSULTANT. Upon termination, UVBGSA
shall remit payment for all products and services delivered to UVBGSA and all
expenses incurred by CONSULTANT prior to CONSULTANT'S receipt of the
termination notice.
21. 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.
22. VENUE: All lawsuits relating to this contract must be filed in Mendocino County
Superior Court, Mendocino County, California.
23. 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.
24. ADVERTISING OR PUBLICITY: CONSULTANT 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 in
each instance.
25. 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 CONSULTANT 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.
26. HEADINGS: Herein are for convenience of reference only and shall in no way
affect interpretation of this Agreement.
27. MODIFICATION OF AGREEMENT: This Agreement may be supplemented,
amended or modified only by the mutual written agreement of the parties. No
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supplement, amendment or modification of this Agreement shall be binding
unless it is in writing and signed by authorized representatives of both parties.
28. ASSURANCE OF PERFORMANCE: If at any time UVBGSA has good objective
cause to believe CONSULTANT may not be adequately performing its
obligations under this Agreement or that CONSULTANT may fail to complete the
Services as required by this Agreement, UVBGSA may request from
CONSULTANT prompt written assurances of performance and a written plan
acceptable to UVBGSA, to correct the observed deficiencies in CONSULTANT's
performance. CONSULTANT shall provide such written assurances and 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.
CONSULTANT 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.
29. SUBCONTRACTING/ASSIGNMENT: CONSULTANT shall not subcontract,
assign or delegate any portion of this Agreement or any duties or obligations
hereunder without UVBGSA's prior written approval.
a. 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.
b. Only the UVBGSA General Manager or his or her written designee shall
have the authority to approve subcontractor(s).
C. CONSULTANT shall remain fully responsible for compliance by its
subcontractors with all the terms of this Agreement, regardless of the
terms of any agreement between CONSULTANT and its subcontractors.
30. 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 2),
Ownership of Documents (Paragraph 8), and Conflict of Interest (Paragraph 9),
shall survive termination or expiration for two (2) years.
31. 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
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.
32. INTELLECTUAL PROPERTY WARRANTY: CONSULTANT warrants and
represents that it has secured all rights and licenses necessary for any and all
materials, services, processes, software, or hardware ("CONSULTANT
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PRODUCTS") to be provided by CONSULTANT in the performance of this
AGREEMENT, including but not limited to any copyright, trademark, patent, trade
secret, or right of publicity rights. CONSULTANT hereby grants to UVBGSA, or
represents that it has secured from third parties, an irrevocable license (or
sublicense) to reproduce, distribute, perform, display, prepare derivative works,
make, use, sell, import, use in commerce, or otherwise utilize CONSULTANT
PRODUCTS to the extent reasonably necessary to use the CONSULTANT
PRODUCTS in the manner contemplated by this agreement.
CONSULTANT further warrants and represents that it knows of no allegations,
claims, or threatened claims that the CONSULTANT PRODUCTS provided to
UVBGSA under this Agreement infringe any patent, copyright, trademark or other
proprietary right. In the event that any third party asserts a claim of infringement
against UVBGSA relating to a CONSULTANT PRODUCT, CONSULTANT shall
indemnify and defend UVBGSA pursuant to Paragraph 2 of this AGREEMENT.
In the case of any such claim of infringement, CONSULTANT shall either, at its
option, (1) procure for UVBGSA the right to continue using the CONSULTANT
Products; or (2) replace or modify the CONSULTANT Products so that that they
become non-infringing, but equivalent in functionality and performance.
33. ELECTRONIC COPIES:
The parties agree that an electronic copy, including facsimile 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. Electronic signatures with
docusign, signature equivalent included with PDF editor/reader software, or
scanned wet signature copy is acceptable.
34. COOPERATION WITH UVBGSA
Contractor shall cooperate with UVBGSA and UVBGSA staff in the performance
of all work hereunder.
35. PERFORMANCE STANDARD
Consultant shall perform all work hereunder in a manner consistent with the level
of competency and standard of care normally observed by a person practicing in
Consultant's profession. UVBGSA has relied upon the professional ability and
training of Consultant as a material inducement to enter into this Agreement.
Consultant hereby agrees to provide all services under this Agreement in
accordance with generally accepted professional practices and standards of
care, as well as the requirements of applicable Federal, State, and local laws, it
being understood that acceptance of Consultant's work by UVBGSA shall not
operate as a waiver or release. If UVBGSA determines that any of Consultant's
work is not in accordance with such level of competency and standard of care,
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UVBGSA, in its sole discretion, shall have the right to do any or all of the
following: (a) require Consultant to meet with UVBGSA to review the quality of
the work and resolve matters of concern; (b) require Consultant to repeat the
work at no additional charge until it is satisfactory; (c) terminate this Agreement
pursuant to the provisions of paragraph 19 (Termination) or (d) pursue any and
all other remedies at law or in equity,
36. 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.
[END OF GENERAL TERMS AND CONDITIONS]
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IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the date signed
by the parties.
UVBGSA MCRCD
By: ILI Yv By: ShA4,wt.4mr rauf-Stwa
MADELINE CLINE, Chair STEPHANIE GARRABRANT-SIERRA,
BOARD OF DIRECTORS Executive Director
MCRCD
Date: t
Date: 4/23/2026
UVBGSA LEGAL COUNSEL.REVIEW:
APPROVED AS
TO FORM:
By: lot-
HOLLY ROBERSON, Legal Counsel
UKIAH VALLEY BASIN GSA
4/14/2026
Date:
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EXHIBIT A
DEFINITION OF SERVICES
CONSULTANT shall provide the following services:
• Groundwater Monitoring services to implementation of the Ukiah Valley
Basin Groundwater Sustainability Plan (GSP) as requested by UVBGSA. A
more detailed scope of work and proposed budget included as Attachment
1 to Exhibit A.
[END OF DEFINITION OF SERVICES]
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ATTACHMENT 1 TO EXHIBIT A
Groundwater Elevation and Groundwater Quality Monitoring
Ukiah Valley Basin Groundwater Sustainability Agency
FY 26-29 SCOPE OF WORK AND BUDGET
Mendocino County Resource Conservation District (MCRCD) will provide the Ukiah Valley Basin
Groundwater Sustainability Agency(GSA)with groundwater elevation monitoring for 23 wells
and groundwater quality sampling for nine wells as identified in the Groundwater Sustainability
Plan according to a schedule created for the GSA by consultants Larry Walker Associates (LWA),
and reporting associated with all monitoring. MCRCD will also coordinate as needed with LWA
and attend GSA and GSA Technical Advisory Committee (TAC) meetings.
Scope of Work:
Task 1: Groundwater Elevation Monitoring and Data Collection for 26 wells:
MCRCD will collect groundwater elevation monitoring data for five (5) wells monthly,four (4)
wells every other month, and fourteen (14) wells twice per year.The monitoring schedule is
detailed in Tables 2 and 3, below.
Activities will include:
• Communication with well owners to arrange visits and answer questions
• Manual groundwater elevation monitoring
• Updates to records/general record-keeping
• Submission of data to the SGMA portal and reporting of data to GSA(monthly data
reporting and quarterly reports)
• Attendance at GSA Technical Advisory Committee meetings
• Coordination with consultants regarding the status of wells, telemetry equipment and
assistance with equipment problems
• Bookkeeping
Deliverables:
1. Collection and reporting of monthly groundwater elevation data
2. Quarterly reports on the progress of data collection
3. Attendance at GSA TAC meetings
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Task 2:Groundwater quality sampling for nine (9)wells (UVBGSA-01a,b,c; UVBGSA-06a,b,c,d;
UVBGSA-OS;and UVBGSA-07).
MCRCD will contract Blaine Tech or comparable contractor to collect ten (10) groundwater
quality samples for nine (9) wells, one time during the fiscal year.The tenth sample will be
collected at the same sampling event and will be a duplicate set for one well as a quality control
measure.The wells are identified in Table 3, below.The sampling schedule is identified below
in Table 1.
Activities will include:
• Contracting with Blaine Tech for groundwater quality sampling
• Coordination with landowners for access to wells
• Collection of ten (10) water quality samples at nine (9) wells including one set of
duplicate samples at one well for quality control
• Coordination of sample testing at Alpha Labs or equivalent
• Reporting the results to the GSA
• Coordination with consultants as needed
Deliverables:
1. Results of water quality samples according to schedule laid out in Table 1.
Table 1. Water Quality Sample Schedule
Water Quality Sampling Schedule 2027 2028 2029
Iron x
Manganese x
Nitrate x x x
sped'is conducEWft x x x
1301ronl x
Table 2. Staff Time Allocation
Staff Time Allocation Jul Aug Sep Oct Now Dec tan Feb Mar Apr Mey 11un
Number of Morifty Wei is 5 5 5 5 5 5 5 5 5 5; 5 5
#of wells nm ocher month 4 MW4 4 _ 4 4
A of biannual wells i#
Total wells each month 9 5 23 5 9 5 91 5 23 5 9 5
Fleld hours allocated per person 3.5 3 6 3 3.5 3 3-5 3 6 3 351 3
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Table 3. Monitoring Schedule
UVBGSA Groundwater Elevatl.on and Groundwater quality Monitoring
Schedule Fl[26-29
Groundwater Elevadan Groundwater Quality
Well Name Ntnnito F Sampl' Frequency RMP Status
Ukiah Valley-1 Jan,_Mar,MallyJu1,5e Nov norie RMP
Ukiah Valley-2 Jan Mar Ma ,Jul,5e ,rilov none not RMP
Ukiah Val IS 3 Jan Mar May,Jul,Sep,Nov none not RMP
Ukiah Val Iey-4 Jan,14ar,May,Jul,Sep,Nov none not RMP
W WTP-M W 1 Feb,Apr,May,Jul,Oct(CiWQS,
Waste Water Treatment Planq none not RMP
Uk;ah Va ey-8 Monthly none not RMP
Ukiah Valley-15 Monthly(data from City of
Ukiah] none not RMP
Ukiah Valley-16 Monthly none not R1v1P
Ukiah Valley-17 Monthly none not RNIP
Ukiah Valley-18 Monthly none not RMP
Uk ah Valley-2-5 Monthly none not RMP
Uk ah Valley-26 Par}Sep. none RMP
Uk ah Valley-27 Mar,.-Sep none RMP
Uk ah Valley-32 MiarfSep
none RMP
Uk ah Valley-34 Mar rep none not RMP
Uk ah Valleyr36 Month y data from City of
Ukiah) none proposed RMP
Ukiah Valley-37 Month-y(data from City of
Ukiah none not RMP
Ukiah Val ley-16a ata tFum CA LN nd
Stem i'dshl -institute) none RMP
UVBGSA-61a Mw"Sep once a year not RMP
UVBGSA-61b Mar,Sep_ once a year not RMP
UVBGSA_-01c P;t Fr Sep once a year not RMP
UVBGSA-62 Mar,Sep none not RMP
UV8GSA-65 Mar•,tep [once a year not RMP
UVBGSA-66a Mfar Sep ce a year not RMP
UVBGSA-06b M a[-A ce a year not RMP
UVBGSA-66[ A+E lxep ce a year not RMP
UVBGSA-66d Marsep ce a year not RMP
UVBGSA 67 [ r.5ep ce a year not RMP
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Budget
UVhM Groundwater Elovathn Monitoring:7/i/26-6/30/24
Task 1:Groundwater Elevation Monitorinp,for 26 weh
Oty Unit Type Rate Amt
Communication with well owners 36 hours $ 115.00 $ 4,140.00
Monitoring 2 people in the field 264 hours $ 115.00 $ 30,360,00
Updating records 50 hours $ 115,00 $ 5,750,00
Reporting 90 hours $ 115,00 $ 10,350.00
GSA TAC Meetings 20 hours $ 115.00 $ 2,300,00
Coordination with consultants and GSA 54 hours $ 115.00 $ 6,210.00
Bookkeeping 50 hours $ 115.00 $ 5,750,00
Milea a 2000 miles $ 0.725 $ 1,450.00
Supplies:replacement water level meter,alcohol,gloves,
batteries,etc. 1 lum sum $ 1,000.00 $ 1,000,00
Subtotal Task 1 Groundwater Elevation Monitoring $ 67,310.00
Task 2:Groundwater quality sampgng for nine(9)wells(UVBGSA-0la,b,c;UVBGSA4)6a,b,c,d;U
05;and UVBGSA-07
Qty UnitType Rate Amt
Project management(contracting,reporting and record-
kee in , landowner/consultant coordination) 30 hours $ 115.00 $ 3,450.DO
Contractor;water q ua I ity sam piing 3 lump sum $ 4,000.00 $ 12,000.00
Alpha Labs analyses 3 lump sum $ 2,000.00 $ 6,000.00
Mileage 15 miles $ 0.725 $ 10.88
Subtotal Task 2 Water Quality Sampling Monitoring $ 21,460.88
TOTAL $ 88,770.88
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EXHIBIT B
PAYMENT TERMS
1. CONSULTANT shall be compensated on a time-and-expense basis, not to
exceed eighty-eight thousand, seven hundred seventy and 881100 dollars
($88,770.88), appropriately budgeted for each subtask and at the rates described
in Attachment 1 to Exhibit A. This fee shall not be exceeded without the prior
written authorization from the UVBGSA General Manger and approval by the
Board.
2. CONSULTANT shall submit invoices no less than quarterly, detailing the specific
services provided and clearly explaining any incidental charges.
3. UVBGSA shall pay CONSULTANT for all work requested upon the satisfactory
completion of said work.
4. Payments for work completed by CONSULTANT will be made by UVBGSA
within 30 days of receipt of CONSULTANT's invoice.
[END OF PAYMENT TERMS]
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EXHIBIT C
INSURANCE REQUIREMENTS
Insurance coverage in a minimum amount set forth herein shall not be construed to relieve
CONSULTANT for liability in excess of such coverage, nor shall it preclude UVBGSA from
taking such other action as is available to it under any other provisions of this Agreement
or otherwise in law. Insurance requirements shall be in addition to, and not in lieu of,
Consultant's indemnity obligations under Paragraph 2 of this Agreement.
CONSULTANT shall obtain and maintain insurance coverage as follows:
a. Combined single limit bodily injury liability and property damage liability -
$1,000,000 each occurrence.
b. Vehicle 1 Bodily Injury combined single limit vehicle bodily injury and
property damage liability - $500,000 each occurrence.
CONSULTANT shall furnish to UVBGSA certificates of insurance evidencing the
minimum levels described above.
[END OF INSURANCE REQUIREMENTS]
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EXHIBIT D
EPAYABLES INFORMATION
UVBGSA is currently making credit card payments to all of our vendors and suppliers
who qualify. To qualify, vendors need to currently accept credit card payments. To
achieve this more efficient form of payment, the County of Mendocino has partnered
with Bank of America and their ePayables credit card program. This electronic initiative
will yield many benefits to its participants:
• Expedited receipt of cash—electronic credit card payments provide cash flow benefits
by eliminating mail and paper check float
• Elimination of check processing costs
• Remittance data transmitted with payment for more efficient back-end reconciliation
• No collection costs associated with lost or misplaced checks
• Reduced exposure to check fraud
• More efficient handling of exception items
• Fits with existing accounting software — requires no purchase of software, no
modifications to existing accounts receivable system and no change to bank accounts.
• Going green with paperless electronic credit card payments help conserve the
environment by eliminating printing and mailing of paper checks.
For information regarding the payment process, please email
Auditorap(a)-mendocinocounty.org.
Additional information regarding the Bank of America Program is also available at:
htt ://cor .bankofamerica.com/business/ci/landin /e a ables-vendors?cm mmc=sb-
general- -vanity- -sg01vn000r epayablesvendors- -na
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