20C - AA MUSSELS STUDY FUNDING - Laserfiche WebLink

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4. Independent Contractor OCWD agrees, as consultant or participating entity to City, to complete the Study detailed in Exhibit A under this Agreement in the capacity of an independent contractor and neither OCWD, or its participating entities, consultants, and sub -consultants, nor any of their employees, shall be considered to be an employee or agent of City or Metropolitan. 5. Consultants and Sub -consultants a. OCWD shall be responsible to City for all work to be performed under this Agreement. All consultants and sub -consultants of OCWD, and their billing rates, shall be approved by OCWD and shall be reflected in consultant and sub -consultant invoices submitted by OCWD to City for transmittal to Metropolitan. OCWD will prepare applicable invoices for City to submit to Metropolitan for reimbursement per the requirements of the FSA Agreement. OCWD shall be liable and accountable for any and all payments or other compensation to all consultants and sub -consultants performing services under any OCWD agreement that is necessary and applicable to the performance and completion of this Agreement, which governs the Metropolitan funded components of the Study. b. OCWD's contracts with consultants and sub -consultants related to conduct of the Study shall, where determined appropriate by OCWD, include the same insurance requirements as those specified in section 18 of this Agreement, and shall also include provisions governing intellectual property, nonuse of intellectual property of third parties, the auditing process, appropriate indemnity provisions, and applicable equal opportunity and affirmative action policies. As applicable, OCWD's use of consultants and sub -consultants shall adhere to the requirements of Metropolitan's and City's Business Outreach Program as provided herein. 6. City's Maximum Amount Payable and Reimbursement Procedure a. All costs of the Study are intended to be borne by entities other than the City. OCWD shall act as City's Consultant/Participating Entity for purposes of performing work approved by Metropolitan in the FSA Agreement, and shall coordinate the overall Study, to include the MWD funded and non-MWD funded portions of the Study. The total cost of the Study is estimated to be $245,592, approximately 50% of which will be funded by the MWD FSA Grant. The other 50% of the total Study cost, the "non-MWD share," will be funded by OCWD and other funding partners. City's aforementioned obligation to reimburse shall not exceed the total of eligible reimbursable costs submitted by OCWD nor the City's total grant from Metropolitan under the FSA Agreement. OCWD shall be responsible for all costs in excess of City's FSA grant from Metropolitan. b. OCWD agrees to reimburse City for the cost of any additional insurance City is required to obtain in order to comply with the insurance mandates of the FSA Agreement. C. OCWD must include documentation in the monthly invoices provided to City that OCWD did reimburse or otherwise compensate responsible parties for eligible costs incurred during the invoice period. The invoice should include a cover letter with a brief summary of the work completed for the costs invoiced and a discussion of any milestones reached or problems encountered during the period invoiced. 2629/022499-0003 13498849.12 a08/01/19 3 2 U C-47