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MMWD Misc. Agreement — XXXX
THREE-PARTYAGREEMENT BETWEEN
THE CITY OF SAN RAFAEL, THE MARIN MUNICIPAL WATER DISTRICT, AND
MERLONE GEIER MANAGEMENT, LLC
FOR PREPARATION OF A WATER SUPPLY ASSESSMENT FOR THE
NORTHGATE REDEVELOPMENT PROJECT
TIIIS H OF -PARTY AGREEMENT ("AGREEMENT") is made and entered into this
day of 77
&& 2022, by and between the CITY OF SAN RAFAEL, hereinafter referred to
as "CITY", MMLONE GEIER MANAGEMENT, LLC, hereinafter referred to as
"APPLICANT", and the MARIN MUNICIPAL WATER DISTRICT, hereinafter referred to as
"MMWD", all located in the State of California, collectively the "PARTIES";
For good and valuable consideration, the PARTIES agree as follows:
SECTION 1: RECITALS.
A. The APPLICANT submitted a project application to the CITY on March 10, 2021 for a
Rezone to the Planned Development (PD) zone, a Use Pen -nit, an Environmental and
Design Review Permit, and a Tentative Map to allow the comprehensive redevelopment
of the existing Mall into a new, phased mixed-use development with retail and
approximately 1,443 residences on a 44.76 -acre site. APNs: 175-060-12, -40, -59, -61, -
66 &-67; General Commercial (GC) District; Merlone Geier Management,
owner/applicant; File Nos: ZC21-001, UP21-007, ED21-024, TS21-002, IS21-002 &
DA21-00(hereinafter referred to as the "PROJECT").
B. The CITY, as lead agency under the California Environmental Quality Act, held a
scoping meeting on January 11, 2022 in connection with its Notice of Preparation of an
Environmental Impact Report (EIR) for the PROJECT;
C. The CITY has determined that, pursuant to Califomia Water Code sections 10910 and
10912, that the PROJECT as proposed requires a WATER SUPPLY ASSESSMENT,
hereinafter referred to as the "WSA".
D. The CITY, APPLICANT and MMWD wish to enter into this AGREEMENT to clarify
the allocation of costs and responsibilities associated with the preparation of the WSA for
the PROJECT.
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 parties named in this
Section. Notice shall be deemed given as of the date of personal delivery, or if mailed,
upon the date of deposit with the United States Postai Service.
Reimbursement Agreement Between MMWD, City of San Rafael, and Merlone Geier Management, LLC.
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To: MMWD
Crystal Yezman
Director of Engineering
Marin Municipal Water District
220 Nellen Avenue
Corte Madera, CA 94925
To: APPLICANT
David Geiser
Merlone Geier Management, LLC
425 California Street, Tenth Floor
San Francisco, CA 94104
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To: CITY
Leslie Mendez
Planning Manager
City of San Rafael
1400 Fifth Avenue
San Rafael, CA 94901
B. MMWD. The Director of Engineering shall be the representative of MMWD for all
purposes under this AGREEMENT. Crystal Yczman is hereby designated as the Project
Director for MMWD. Crystal Yczman shall be responsible for all aspects of the progress
and execution of this AGREEMENT on behalf of MMWD.
C. CITY. The Planning Director shall be the representative of CITY for all purposes under
this AGREEMENT. Leslie Mendez, the Planning Manager, is hereby designated as the
Project Director for CITY. CITY's Project Director shall be responsible for all aspects of
the progress and execution of this AGREEMENT on behalf of CITY.
D. APPLICANT. Stephen Logan shall be the representative of the APPLICANT for all
purposes under this AGREEMENT. Stephen Logan is hereby designated as the Project
Director for the APPLICANT. Stephen Logan shall be responsible for all aspects of the
progress and execution of this AGREEMENT on behalf of the APPLICANT.
E. Either Party may change its designated representative by providing written notice of the
same to the other Party.
SECTION 3: SCOPE OF AGREEMENT
A. The PARTIES hereby acknowledge and agree that the sole purpose of this
AGREEMENT is to set forth the PARTIES' responsibilities regarding the preparation of
the Project WSA and to set forth the obligations of APPLICANT to MMWD for its costs
associated with the preparation of the PROJECT WSA.
B. The PARTIES agree that the services needed for the preparation of the PROJECT WSA
include the tasks set forth below;
I . Preparation of a professional services agreement and scope of work for the
preparation of the PROJECT WSA. The PARTIES hereby Agree that the
scope of work attached to this AGREEMENT at Attachment A generally
contains the services to be provided in conjunction with this requirement.
Notwithstanding, MMWD may revise the proposed scope of work, as
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MMWD may determine necessary and appropriate in its sole and absolute
discretion,
2. Project management and oversight of the PROJECT WSA preparation,
including review and payment of invoices under the professional services
agreement;
3. Review of the PROJECT WSA and presentation to the MMWD Board of
Directors for consideration of approval. The PARTIES hereby agree that
nothing herein shall be deemed to predetermine the exercise of discretion nor
any actions of the MMWD Board of Directors as pertains to the PROJECT
WSA.
C. The PARTIES agree and understand that as part of the PROJECT WSA there are various
best practices and guidelines for preparation of a WSA that have associated costs,
including, but not limited to, analysis of historical dry periods, water supply availability,
projected demands, existing water entitlements, and projected climate change conditions.
All of this work is appropriately included in the proposed scope of work for preparation of
the PROJECT WSA.
SECTION 4: DUTIES OF CITY
A. CITY or its representative shall be responsible for communicating with MMWD
regarding the ongoing development of the PROJECT WSA and for communicating the
status of work to APPLICANT. CITY shall provide MMWD updates and information
regarding the PROJECT needed to facilitate the preparation of the PROJECT WSA on a
weekly or an "as needed" basis.
B. CITY shall be solely responsible for preparation of the environmental review and analysis
necessary for the CITY's governing boards to consider and take action on the PROJECT,
including the incorporation of the PROJECT WSA into the environmental analysis for the
PROJECT and any conditions, modifications, denials or approvals for the PROJECT.
SECTION 5: DUTIES OF MMWD
A. Execution of this AGREEMENT by all parties along with payment of the required
deposit amount by APPLICANT pursuant to section 6(D) below shall constitute written
notification by the CITY that a WSA is requested per Water Code section 10910 (g) (1),
MMWD will endeavor to complete the PROJECT WSA within the statutorily required
timefi•arnes, including any request for an extension of time.
B. MMWD shall hire, manage and oversee all of the work of consultant, and any
subconsultant, as necessary and appropriate for the preparation of the PROJECT WSA.
SECTION 6: DUTIES OF APPLICANT
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A. APPLICANT shall timely, accurately and fully respond to any requests for information
regarding the PROJECT in order to facilitate MMWD's work on the PROJECT WSA.
B. APPLICANT shall reimburse MMWD for the entire cost of MMWD's consultant for work
performed in the development and preparation of the PROJECT WSA, including but not
limited to, any extra work or amendment to the proposed scope of work at Attachment A
that MMWD reasonably determines necessary to complete the PROJECT WSA.
C. APPLICANT shall reimburse MMWD for MMWD staff time spent in the development of
the PROJECT WSA, which shall be reasonably documented by MMWD staff and invoiced
to APPLICANT at the fully benefitted rate incurred by MMWD. These costs shall include
work of the General Counsel's Office and any outside legal fees incurred by MMWD in
preparation of the PROJECT WSA, all of which will be reasonably docutnented by
MMWD and invoiced to APPLICANT.
D. APPLICANT will, in conjunction with its execution of the AGREEMENT, remit a deposit
in the amount of $50,000 to MMWD, which MMWD shall hold on account for the work
to be performed hereunder. MMWD shall, upon invoice to APPLICANT for costs incurred
in the development and preparation of the PROJECT WSA as herein set forth, have the
right to draw funds from the deposit amount to cover said invoiced amounts. APPLICANT
hereby understands and agrees that the $50,000 is an estimate only and the costs incurred
by MMWD may exceed such amount. In such case, APPLICANT shall, upon written
request by MMWD, augment the deposit amount to cover the additionally anticipated
costs. In the event that the costs incurred by MMWD are less than the $50,000 deposit
amount, MMWD shall promptly refund any remaining amounts to APPLICANT following
the final preparation and Board consideration of the PROJECT WSA.
E. APPLICANT shall defend, indemnify and hold harmless MMWD and CITY and their
respective Council or Board members, officers, agents and employees (each an
"Indemnified Party" and collectively "Indemnified Patties") from and against any and all
claims, demands, causes of action, damages, costs, expenses (including legal, expert
witness, and consulting fees and costs, any judgment or other award of attorneys' fees or
costs and any costs of record preparation), losses, or liabilities, in law or equity, or alleged
by any third parties arising directly out of, or resulting directly from, any and all litigation,
lawsuits, claims, or causes of action against MMWD's or the CITY's for work related to
the PROJECT WSA or any challenges to the validity of the PROJECT WSA or any related
actions. In the event any action or proceeding is brought against an Indemnified Party by
reason of a claim for which APPLICANT has an obligation hereunder to the Indemnified
Party, and upon written notice froth such Indemnified Party, APPLICANT shall be
responsible, at its sole cost and expense, to defend any such action, with legal counsel
acceptable to the Indemnified Parties and to pay any liabilities incurred by MMWD or
CITY arising out of any such claims. The settlement of any action challenging the validity
of the PROJECT WSA shall require the prior approval of MMWD's Board of Directors,
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SECTION 7: MISCELLANEOUS TERMS
A. Term of AGREEMENT: This AGREEMENT shall terminate upon CITY's acceptance of
the completed PROJECT WSA, provided that APPLICANT reimbursement and
indemnification obligations shall continue.
B. Tennination: This AGREEMENT maybe terminated, with cause, by either Party, upon
thirty (30) calendar 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)
calendar days receipt of that notice, Any work completed by MTVIWD as of the date of
termination shall still be subject to reimbursement by APPLICANT pursuant to the terms
of this AGREEMENT.
C. unendine:nt and Meurer: This AGREEMENT contains all the terns 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 parties hereto with respect to the included terms and as a
complete and exclusive statement of the terms of this AGREEMENT. No modification
of this AGREEMENT shall be effective unless and until such modification is evidenced
by a writing signed by both PARTIES.
D. Agreement Binding- The terms and provisions of this AGREEMENT shall extend to and
be binding upon and inure to the benefit of the heirs, executors, and administrators or to
any approved successor, as well as to any assignee or legal successor to any PARTIES to
this AGREEMENT. Any terms of this AGREEMENT that by their nature extend beyond
the tern (or tennination) of this AGREEMENT shall remain in effect until fulfilled and
shall apply to both PARTIES' respective successors and assigns.
E. Cooperatinn: The PARTIES pledge cooperation during the term of this AGREEMENT.
F. NoThird-Varty Beneficiaries: Nothing contained in this AGREEMENT shall be
construed to create, and the PARTIES do not intend to create, any rights in third parties.
G. Severabi[ity: If any term, covenant or condition of this AGREEMENT or the application
thereof to any person or circumstance is determined to be invalid or unenforceable, the
remainder of this AGREEMENT or the application of such term, covenants or conditions
to persons or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby, and each term, covenant and condition of
this AGREEMENT shall be valid and be enforced to the fullest extent permitted by law.
H. No Waiver: The waiver by either of the PARTIES of any default under this
AGREEMENT shall not operate as a waiver of any subsequent breach of the same or any
other provision of this AGREEMENT,
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I. Time is of the Essence: Time is of the essence with respect to the performance of every
provision of this AGREEMENT for which time or performance is a factor. PARTIES
agree to adhere to all deadlines stated in the approved project specifications.
J. Mediation: Any dispute or claim in law or equity between the PARTIES arising out of
this AGREEMENT, if not resolved by informal negotiation between the PARTIES, shall
be mediated. 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. If
mediation is unsuccessful, the PARTIES may avail themselves of any other remedies.
K. Applicable Law: This AGREEMENT shall be construed and enforced in accordance
with the laws of the State of California.
L. No Presumption Regarding, Drafter: The PARTIES 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 the negotiations, and
discussions it would be inappropriate to deem any Party to be the drafter of this
AGREEMENT. Therefore, no presumption for or against validity, or as to any
interpretation hereof, based upon the identity of the drafter, shall be applicable in
interpreting or enforcing this AGREEMENT'.
M. Assistance of Counsel: Each Party to this AGREEMENT warrants as follows:
a. That each Party had the assistance of counsel in the negotiation for, and the
execution of, this AGREEMENT and all related documents; and
b. That each Party has lawfully authorized the execution of this AGREEMENT.
N. Scetion lleadinas: The section headings contained in this AGREEMENT are for
convenience and identification only and shall not be deemed to limit or define the contents
of the sections to which they relate,
O. Counten)arts and Electronic Si natutps: This AGREEMENT may be executed by electronic
signature and in any number of counterparts, each of which shall be deemed an original, but
all of which together shall constitute one document. Counterpart signature pages may be
delivered by lelecopier, email or other means of electronic transmission.
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IN WITNESS WHEREOF, the PARTIES hereto have executed this AGREEMENT by their
duly authorized officers as of the day and year first above written.
CITY OF SAN RAFAEL
Jim
ATTEST:
By: X .
Ar" indsay Lara, City Clerk
APPRAS TO FORM:
By: iJV
Robert Ep tein, City Attorney
MERLONE GEIER MANAGEMENT, LLC
av Geiser, Managing Director
APPROVED AS TO FORM:
By:
General unsel
MUNICIPAL WATER DIS'iRICT
Ben Horenstein, General Manager
ATTEST:
By:
Board etary
APPROVED AS TO FORM:
By:
Molly MacLean, a ra! Counsel
Reimbursement Agreement Between MMWD, City of San Rafael, and Merlone Geier Management, LLC.
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ATTACHMENT A
SCOPE OF SERVICES AND FEE SCHEDULE
For the purposes of this WSA, consultant will rely on information included in MMWD's 2020 Urban
Water Management Plan (UWMP) to assess the MMWD's demands and supply reliability, as well as
project- and District -specific information that will be provided in response to a request for
information (RFI) submitted by consultant. Additional details on the anticipated scope of work are
provided below.
Task 1— Prepare Draft and Final WSA
Pursuant to California Water Code (CWC) §10910, consultant will prepare a draft WSA for MMWD
to review that will summarize/include the following:
• The requirements of a WSA as defined in CWC §10910;
• A description of the Proposed Project based on information provided by the project
proponent via the City of San Rafael (City) and the MMWD;
• The projected future water demands of the Proposed Project (based on land use details and
water demand factors utilized in the 2020 UWMP) and the incremental demands of the
Proposed Project (i.e., after accounting for any existing water use at the project site);
• An assessment as to whether the Proposed Project can be considered to be included in the
2020 UWMP;
■ The current and projected future water demands for MMWD (based on the 2020 UWMP,
noting that these demand projections do not explicitly consider the recently -approved
Association of Bay Area Government [ABAG] Regional Housing Needs Allocation [RHNA] and
anticipating forthcoming amendments to local Cities' General Plans);
The current and future water supplies for MMWD per the 2020 UWMP with specific
consideration of the "extreme drought" scenario used to project future dry year shortfalls
and the current strategic planning efforts that MMWD has initiated related to water
conservation and water supply resiliency; and
A comparison of the projected water supplies and demands for MMWD through the year
2045 to determine whether MMWD has sufficient water supplies during current and
projected future normal and dry years, including under the "extreme drought" scenario.
This estimate will reflect the recent changes to the UWMP regulations, effective January
2019, that require UWMPs to assess drought periods lasting five years' and will discuss
MMWD's on-going water supply and resiliency planning efforts.
• A draft WSA will be sent to MMWD for review and comment. Consultant will then
incorporate MMWD's comments and prepare a revised draft WSA for review by the City.
Consultant will then incorporate received comments into a final WSA document, which will
be provided to MMWD in electronic (PDF) format. For scoping and budgeting purposes,
consultant has assumed a minimal level of revision will be necessary to address comments
and prepare a final WSA.
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i Noting that the corresponding WSA regulations have not been updated, it is most conservative to include a five-
year assessment of supply reliability in the WSA, in addition to the three-year multi -dry year period.
Task 2—Project Coordination and Meetings
This task will cover routine project management tasks and client communications. As part of this
task, consultant will prepare and submit an RFI to the District, City and the project proponent.
Coordination efforts are also anticipated to include telephone conference calls and up to two (2)
web conference meetings (e.g., a project "kick off" meeting, and a meeting to discuss the draft
WSA). Consultant will be available to participate in meetings with MMWD and will work with
MMWD to ensure that the WSA appropriately characterizes their projected demands and supply
reliability, given the currently available data and information.
PROJECT SCHEDULE
Consultant is prepared to start work on the above Scope of Work immediately upon authorization
to proceed. It is anticipated that the work effort will take up to eight weeks to complete, assuming
timely provisions of data from MMWD and others, and timely review of the WSA drafts. Consultant
will inform MMWD of any issues that arise that may affect the schedule for completion or impact
the anticipated level of effort.
COMPENSATION FOR CONSULTING SERVICES
Inasmuch as the exact level of effort required to complete the above Scope of Work cannot be
known precisely, consultant proposes to perform the above services on a lump sum basis. A
breakdown of the budget is provided in Table 1 below.
It is understood that at times the receipt of data and key information may be necessarily delayed,
but it is noted that significant delays or multiple additional rounds of document revision or
meetings are beyond the proposed scope of work, and would result in additional charges. In the
event that such out of scope conditions occur, consultant will notify MMWD of the additional
anticipated level of effort, and any additional work will be billed on a time and materials expense
reimbursement basis in accordance with our current Schedule of Charges, dated 1 January 2022,
attached.
Table 1. Proposed Project Budget TASK
Task 1—Prepare Draft and Final WSA
Cost
Develop Proposed Project Demands and MMWD Demands $2,000
Evaluate the MMWD's Water Supplies $5,000
Compare Projected Supplies with Projected Demands $5,000
Prepare Draft and Final WSA $15,000
Task 2 — Project Coordination and Meetings $3,000
TOTAL (Lump Sum): $30,000
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TERMS AND CONDITIONS
Other than the scope of work, budget, and schedule herein, the work will be performed in accurdance
with the MMWD's Standard Professional Services Agreement.
SCHEDULE OF CHARGES
Hourly
Rate
Officer and Chief Engineer -Scientist
307
Principal Engineer -Scientist
296
Supervising 1, Engineer -Scientist
286
Supervising II, Engineer -Scientist
276
Senior I, Engineer -Scientist
265
Senior II, Engineer -Scientist
255
Associate I, Engineer -Scientist
244
Associate II, Engineer -Scientist
230
Engineer -Scientist, Grade 1
214
Engineer -Scientist, Grade 2
202
Engineer -Scientist, Grade 3
185
Engineer -Scientist, Grade 4
165
Engineer -Scientist, Grade 5
145
Engineer -Scientist, Grade 6
128
Project Assistant
130
Technician
116
Senior GIS / Database Analyst
150
CADD Operator/ GIS Analyst
133
Senior Administrative Assistant
147
Administrative Assistant
115
Secretary
96
Direct Expenses
Reimbursement for direct expenses, as listed below, incurred In connection with the work will be at cost plus
fifteen percent (15%) for items such as:
a. Maps, photographs, reproductions, printing, equipment rental, and special supplies related to the work,
b. Consultants, soils engineers, surveyors, drillers, laboratories, and contractors.
c. Rented vehicles, local public transportation and taxis, travel, and subsistence.
d. Special fees, insurance, permits, and licenses applicable to the work.
e. Outside computer processing, computation, and proprietary programs purchased for the work.
A Communication charge for e-mail access, web conferencing, cellphone calls, messaging and data access, file
sharing, local and long distance telephone calls and conferences, facsimile transmittals, standard delivery U.S.
postage, and incidental in-house copying will be charged at a rate of 4% of labor charges. Large volume
copying of project documents, e.g., bound reports for distribution or project -specific reference files, will be
charged as a project expense as described above.
Reimbursement for company-owned automobiles, except trucks and four-wheel drive vehicles, used In
connection with the work will be at the rate of sixty cents ($0.60) per mile. The rate for company-owned
trucks and four-wheel drive vehicles will be seventy-five cents ($0.75) per mile. There will be an additional
charge of thirty dollars ($30.00) per day for vehicles used for field work. Reimbursement for use of personal
vehicles will be at the federally allowed rate plus fifteen percent (15%).
CADD Computer time will be charged at twenty dollars ($20.00) per hour. In-house material and equipment
charges will be in accordance with the current rate schedule or special quotation. Excise taxes, if any, will be
added as a direct expense.
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Rate for professional staff for legal proceedings or as expert witnesses will be at a rate of one and one-half
times the Hourly Rates specified above.
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WITH F' ,
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: Community Development
Project Manager: Tricia Stevens Extension:
Contractor Name: MMWD; Melone Geier
Contractor's Contact: Crystal Yezman Contact's Email: cyezman@marinwater.org]
❑ FPPC: Check if Contractor/Consultant must file Form 700
Step RESPONSIBLE
DEPARTMENT
1 Project Manager
2 1 City Attorney
3 1 Department Director
4 1 Project Manager
5 1 Project Manager
I PRINT
6 1 Project Manager
7 City Attorney
8 1 City Attorney
9 1 City Manager/ Mayor
10 City Clerk
DESCRIPTION
a. Email PINS Introductory Notice to Contractor
b. Email contract (in Word) and attachments to City
Attorney c/o Laraine.Gittens@cityofsanrafaei.or�
c. Check with City Attorney re Insurance
Requirements for extra small or large projects
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
Approval of final agreement form to send to
contractor
Forward three (3) originals of final agreement to
contractor for their signature
When necessary, contractor -signed agreement
agendized for City Council approval *
*City Council approval required for Professional Services
Agreements and purchases of goods and services that exceed
$75,000; and for Public Works Contracts that exceed $175,000
Date of City Council approval
CONTINUE ROUTING PROCESS WITH HARD COPY
Forward signed original agreements to City
Attorney with printed copy of this routing form
Review and approve hard copy of signed
agreement
Review and approve insurance in PINS, and bonds
(for Public Works Contracts)
Agreement executed by City Council authorized
official
Attest signatures, retains original agreement and
forwards copies to Project Manager
COMPLETED
DATE
5/13/2022
REVIEWER
Check/Initial
Imoi
J
5/20/2022 ® LG
Per email
from Lisa
Goldfein
7/8/2022 [ _AG
Contractor [�
MerloneGeier
signed on
6/222022
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7/8/2022
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