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PW MMWD Southern Heights Blvd PipelineREIMBURSEMENT AGREEMENT BETWEEN MARIN MUNICIPAL WATER DISTRICT AND CITY OF SAN RAFAEL FOR CONTRACTING, AND CONSTRUCTION MANAGEMENT OF THE SOUTHERN HEIGHTS BOULEVARD BRIDGE PIPELINE REPLACEMENT PROJECT This agreement is made and entered into by and between the MARIN MUNICIPAL WATER DISTRICT (DISTRICT) and the CITY OF SAN RAFAEL (CITY). In consideration of the mutual promises of the parties hereinafter contained, the parties hereto agree as follows: Section 1: Recitals. A. The CITY has prepared plans to undertake CITY improvements named "Southern Heights Blvd Bridge Replacement Project" (BRIDGE PROJECT). B. As a result of the BRIDGE PROJECT, the DISTRICT'S existing water line will be abandoned in the existing bridge, which will be demolished, and a new water line will be installed in the new bridge (PIPELINE REPLACEMENT PROJECT). C. For the mutual benefit of the parties, the CITY agrees to include in its bid specifications and in its agreement with its contractor for the BRIDGE PROJECT, specifications and contractual provisions for bidding, and installation of the DISTRICT'S PIPELINE REPLACEMENT PROJECT and the DISTRICT agrees to pay for the PIPELINE REPLACEMENT PROJECT, all as described below. D. Both patiies desire to make the above-said improvements and believe that doing so under the CITY'S contract will affect the least disturbance and least cost. E. The DISTRICT is authorized pursuant to Water Code Section 71722 and CITY by Government Code Section 6500 to enter into a contract with another public agency in order to carry out their respective powers. Section 2: Project Coordination. A. All notices and other communications required or permitted to be given under this Agreement shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the patiies intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. To: DISTRICT Jeffrey Ohmati Marin Municipal Water District 220 Nellen Avenue Cotie Madera, CA 94925 To: CITY Bill Guerin City of San Rafael 111 Morphew Street San Rafael, CA 94901 Reimbursement Agreement Between lvJJvIWD & the City of San Rafael Page I B. DISTRICT. The General Manager shall be the representative of the DISTRICT for all purposes under this Agreement. Jeffrey Ohmali is hereby designated as the Project Director for DISTRICT, and said Project Director shall be responsible for all aspects of the progress and execution of this Agreement. C. CITY. The City Manager shall be the representative of the CITY for all purposes under this Agreement. Bill Guerin, the Director of Public Works, is hereby designated as the Project Director for CITY, and said Project Director shall be responsible for all aspects of the progress and execution of this Agreement. Section 3: Duties of the CITY. A. The CITY shall administer a public bid to construct the BRIDGE PROJECT and the PIPELINE REPLACEMENT PROJECT according to the CITY'S plans and specifications. Prior to submitting the specifications for bid, the DISTRICT will review and approve the CITY'S plans and specifications relating to the PIPELINE REPLACEMENT PROJECT. The CITY will modify those plans and specifications for the PIPELINE REPLACEMENT PROJECT as directed by the DISTRICT before any such documents are approved by the DISTRICT as being ready to be submitted for public bid. Prior to award and entering into a construction contract for the BRIDGE PROJECT and the PIPELINE REPLACEMENT PROJECT, the CITY shall receive written authorization from the DISTRICT of acceptance of the contractor's bid for the PIPELINE REPLACEMENT PROJECT. The CITY shall provide construction management for the BRIDGE PROJECT and the PIPELINE REPLACEMENT PROJECT. CITY shall require its contractor to provide the CITY with a maintenance bond for both the BRIDGE PROJECT and the DISTRICT with a maintenance bond for the PIPELINE REPLACEMENT PROJECT all in accordance with the terms and conditions of the CITY'S contract with the CONTRACTOR. B. CITY shall pay CONTRACTOR for the PIPELINE REPLACEMENT PROJECT in accordance with the unit bid prices and specifications approved by the DISTRICT as described in Section 3(A) above. Extra bid item units installed will be considered extra work. No extra work associated with the PIPELINE REPLACEMENT PROJECT will be authorized by the CITY or the CONTRACTOR without prior written approval of the DISTRICT. The CONTRACTOR shall receive compensation for such extra pre- approved work at the prices contained in the original proposal submitted by him, insofar as such prices are applicable. Where existing contract bid items cannot be extended for payment of extra work, a change order will be executed between the CITY and CONTRACTOR only if such work is approved in advance in writing by the DISTRICT. C. The CITY shall require CONTRACTOR to name the DISTRICT as an additional insured on all insurance required to be obtained including but not limited to CONTRACTOR's general liability and automobile policies and shall indemnify the DISTRICT to the same extent as CITY under said BRIDGE PROJECT contract. Reimbursement Agreement Between MMWD & the City of San Rafael Page 2 D. The CITY shall be responsible for the Project Administration and Construction Management of both the BRIDGE PROJECT and PIPELINE REPLACEMENT PROJECT. These duties shall include: general inspection except as noted in Section 4(8) below, progress payment preparation, change order preparation, schedule review, claims negotiation, meeting attendance, project reports, labor, wage, and DBE compliance, utility coordination, project documentation, as-built plans, and overall project administration. E. CITY shall be responsible for communicating the DISTRICT'S decisions regarding PIPELINE REPLACEMENT PROJECT work to the CONTRACTOR and coordinating with CONTRACTOR regarding execution and implementation of the DISTRICT'S decisions. F. The CITY shall indemnify, release, defend and hold harmless the DISTRICT, its officers, agents and employees, against any claim, demand, suit, judgment, loss, liability or expense of any kind, including attorney's fees and expert fees, arising out of or resulting in any way, in whole or in pati, from this reimbursement agreement or the CITY'S approval of the same, the process of publicly bidding and awarding a contract for both the BRIDGE PROJECT and the PIPELINE REPLACEMENT PROJECT, the CITY'S agreement with its CONTRACTOR for performance of the BRIDGE PROJECT and PIPELINE REPLACEMENT PROJECT work and the performance of the CITY'S obligations and duties as provided hereunder. Section 4: Duties of the DISTRICT. A. The DISTRICT shall reimburse CITY for the PIPELINE REPLACEMENT PROJECT costs in accordance with the unit bid prices and specifications, as approved by the DISTRICT. DISTRICT also shall reimburse CITY for any extra or changed work that was authorized by the DISTRICT in writing in advance of the work being performed. The DISTRICT shall review the CITY'S progress payment estimate when work associated with the PIPELINE REPLACEMENT PROJECT is included on CITY'S progress payment estimate. The CITY shall make no payments to CONTRACTOR for PIPELINE REPLACEMENT PROJECT work without the DISTRICT'S written approval. The DISTRICT's written notice of approval or disapproval of each progress payment estimate, as it relates to DISTRICT items, shall be received by CITY within 7 calendar days of DISTRICT's receipt of progress payment estimate from the CITY. The DISTRICT will remit payment to CITY within 21 calendar days of receipt of an approved progress payment. B. The DISTRICT shall provide inspection services, at the DISTRICT'S cost, for all construction for the PIPELINE REPLACEMENT PROJECT. The DISTRICT shall provide pipe and materials for the PIPELINE REPLACMENT PROJECT. The DISTRICT shall review all submittals required by the PIPELINE REPLACEMENT PROJECT specifications. C. The DISTRICT shall indemnify, release, defend and hold harmless the CITY, its officers, and employees, against any claim, demand, suit, judgment, loss, liability or expense of any kind, including attorney's fees, arising out of or resulting in any way, in whole or in part, from this reimbursement agreement or the DISTRICT'S approval of the Reimbursement Agreement Betvveen MJvfWD & the City of San Rafael Page 3 same, DISTRICT'S design and specifications for the PIPELINE REPLACEMENT PROJECT and its inspection of the same, and the performance of the DISTRICT'S obligations and duties as provided hereunder. Section 5: Duties of the CITY and DISTRICT. A. The parties hereto agree that CITY shall not authorize any extra or change work in connection with the PIPELINE REPLACEMENT PROJECT work required to be performed hereunder for the DISTRICT without obtaining the prior written approval of the DISTRICT'S Project Director B. Each party to this agreement undertakes the obligation that the other's expectation of receiving its performance will not be impaired. If reasonable grounds for insecurity arise with respect to the performance of either party, the other may, in writing, demand adequate assurance of due performance and until that pmty receives such assurance may, if commercially reasonable, suspend any performance for which the agreed return has not been received. Commercially reasonable includes not only the conduct of the party with respect to performance under this agreement, but also conduct with respect to other agreements, the palties to this agreement or others. After receipt of a justified demand, failure to provide, within a reasonable time, not exceeding 30 days, such assurance of due performance as is adequate under the circumstance of the particular case is a repudiation of this agreement. Acceptance of any improper delivery, service or payment does not prejudice the aggrieved party's right to demand adequate assurance of future performance. Section 6: Miscellaneous Terms. A. This Agreement shall be for a term ending upon the DISTRICT'S acceptance of the DISTRICT completed PIPELINE REPLACEMENT PROJECT work provided herein, provided that DISTRICT'S reimbursement and CITY'S and DISTRICT'S indemnification duties as specified above shall continue following the end of such term, and provided, fUlther, that this Agreement may be terminated, without cause, by either pmty, upon ten (10) days advance written notice to the other party following CITY'S rejection of bids as provided herein, and may be terminated, with cause, by either party, upon ten (10) days advance written notice to the other party following the notified party's failure to cure or correct the cause of termination notice, within thirty (30) days receipt of said notice. B. This contract contains all the agreements and conditions made between the parties to this agreement and may only be modified by written agreement signed by all the parties to this agreement or their respective successors in interest. This writing is intended both as a final expression of the agreement between the pmties hereto with respect to the included tenns and as a complete and exclusive statement of the terms of this agreement, pursuant to Code of Civil Procedure section 1856. No modification of this agreement shall be effected unless and until such modification is evidenced by a writing signed by both palties. C. The CITY shall require that CONTRACTOR complies with all applicable federal, state and local laws, rules and regulations in regard to non-discrimination 111 employment Reimbursement Agreement Between MlvIWD & the City of San Rafael Page 4 because of race, creed, color, sex, age, marital status, physical or mental disability or national origin. D. This agreement is executed voluntarily by each of the patties hereto, all of whom have had the opportunity to obtain legal advice by independent counsel of their choice as to the content and effect of this agreement. E. Each signatory to this agreement warrants that he or she has full authority to execute this agreement on behalf of and thus bind the individual or entity represented. F. Any dispute or claim in law or equity between District and Lessee arising out of this agreement, if not resolved by informal negotiation between the patties, shall be mediated by referring it to the nearest office of Judicial Arbitration and Mediation Services, Inc. (JAMS) for mediation. Each party shall provide the other with a list of four mediators. The patties shall confer on the list and select a mutually agreeable mediator. Mediation shall consist of an informal, non-binding conference or conferences between the parties and the judge-mediator jointly, then in separate caucuses wherein the judge will seek to guide the patties to a resolution of the case. If the parties cannot agree to a mutually acceptable member from the JAMS panel of retired judges, a list and resumes of available mediators with substantial experience in mediating claims of the type at issue between the parties, numbering one more than there are parties, will be sent to the parties, each of whom will strike one name leaving the remaining name as the mediator. If more than one name remains, JAMS arbitrations administrator will choose a mediator from the remaining names. The mediation process shall continue until the case is resolved or until such time as the mediator makes a finding that there is no possibility of resolution. The parties may agree in writing to use different rules and/or mediators. G. This agreement shall bind and inure to the benefit of the respective successors, assigns, legatees, heirs, executors, administrators and estates of each of the parties. H. Paragraph headings are used for reference purposes only and are not intended to describe, interpret, define or limit the scope of extent of this agreement or any of its provisions. I. This agreement shall be governed by and construed in accordance with the laws of the state of California. J. This agreement may be executed in any number of counterpatts, each of which shall be an original, but all of which taken together, shall constitute one instrument. K. The patties agree that this agreement, documents ancillary to this agreement and related documents to be entered into in connection with this agreement will be considered signed when the signature of a party is delivered by facsimile transmission. Such facsimile signature shall be treated in all respects as having the same effect as an original signature. L. The patties acknowledge and agree that the terms and provisions of this agreement have been negotiated and discussed between the parties and their attorneys, and this agreement reflects their mutual agreement regarding the same. Because of the nature of such negotiations and discussions, it would be inappropriate to deem any patty to be the drafter of this agreement, and therefore no presumption for or against validity or as to any Reimbursement Agreement Be/vveen MlYJWD & the City of San Rafael Page 5 -I interpretation hereto, based upon the identity of the drafter shall be applicable 111 interpreting or enforcing this agreement. CITY OF SAN RAFAEL Jim S City Dated: ATTEST: Lindsay Lara, City Clerk APPROVED AS TO FORM: MARIN MUNICIPAL WATER DISTRICT Krishna Kumar General Manager Dated: Reimbursement Agreement Between .MlvIWD & the City of San Rafael Page 6 CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Public Works Project Manager: Hunter Young Extension: 3408 Contractor Name: Marin Municipal Water District Contractors Contact: Alex Anaya Contact's Email: aanaya@marinwater.org o FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION DEPARTMENT 1 Project Manager a. Email PINS Introductory Notice to Contractor b. Email contract (in Word) & attachments to City Atty c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement and return to Project Manager b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor 3 Project Manager Forward at least two originals of final agreement to contractor for their signature 4 Project Manager When necessary, * contractor-signed agreement agendized for Council approval *PSA> $20,000; or Purchase> $35,000; or Public Works Contract> $125,000 Date of Council approval PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City Attorney with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed agreement 7 City Attorney Review and approve insurance in PINS and; ~ bonds (for Public Works Contracts) .J) 8 City Manager / Mayor Agreement executed by Council authorized official 9 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager COMPLETED DATE Click here to enter a date. 3/8/2018 3/15/2018 N/A N/A 0 N/A Or f!~18 4/23/2018 Ljh~)J ty Lf/'25/ftl 1/&6 } IY / L\\1.-1\ ii? 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