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HomeMy WebLinkAboutPW MOU Pt. San Pedro Resurfacing; County of Marin MOUDepartment: Public Works Agenda Item No: 3 Meeting Date: February 18, 2014 Prepared by: ���City Manager ApprovalU Director of Public Works SUBJECT.- A RESOLUTION AUTHORIZING THE MAYOR TO SIGN A MEMORANDU 11 OF UNDERSTANDING WITH THE COUNTY OF MARIN FOR TH RESURFACING OF POINT SAN PEDRO ROAD FROM UNION STREET T THE SAN RAFAEL QUARRY ENTRANCE lip BACKGROUND: In 2009 the City, working collaboratively with the County of Marin, executed a Memo of Understanding (MOU) to install new median landscaping along Point San Pedro Road from Union Street to the San Rafael Quarry entrance. Because Point San Pedro Road crosses in and out of unincorporated Marin County and the City of San Rafael's jurisdiction a memo of understanding was needed to allow the City to perform landscaping work within the County's jurisdiction. The project was supported by an assessment district. The County of Marin also administers Quarrying Permit #Q 71-03 which is associated with the San Rafael Rock Quarry. As part of the mitigation measures associated with the quarry, Dutra Materials Inc. has agreed to fund a portion of the resurfacing of Point San Pedro Road since it is the primary route used by the quarry's heavy trucks. County Public Works staff offered to take the lead in developing the design and managing the construction of this project A �, ANALYSIS: Curb ramp installations and upgrades will precede roadway resurfacing. The County wi .L take the lead in the design of the resurfacing portion of the project and the installation of accessible ramp along the roadway. Additional minor drainage improvements will be addressed to provide a full functioning roadway section for the length of the project. I The County of Marin is working closely with Dutra Materials Inc. on the paving schedule. Open -grade asphalt, which is to be utilized for this resurfacing, requires modifications to the plant equipment withi the quarry to produce this material in bulk. Dutra Materials Inc. is recommending that the paving of thI roadwav occur in late May 2014 so that the preparation of the open -graded asphalt will not affect thei main asphalt production season in the summer. File N o. CoundflMeebing: Dilsposiltions M I A J 0An 11 'I I Ilk 11914i 1 14 UFA The Village at Loch Lomond Marina is a new subdivision located on the south side of Point San Pedro Road. As part of this development, the developer will need to make connections to existing utility services within Point San Pedro Road. This work, along with the installation of a new signal at Loch Lomond Drive, may not be completed when the paving will occur. The developer has been notified of the proposed paving project and is aware that the paving will occur regardless of whether the developer has their underground facilities in place. The developer will be required to grind and resurface a portion of Point San Pedro Road if additional underground trenches are needed for the development after this paving project is completed The County of Marin is preparing bid documents and will administer the resurfacing construction contract. The City's Department of Public Works is working closely with the County of Marin in reviewing project plans and details. This particular project will only resurface the roadway to the Quarry entrance. The City's Department of Public Works has secured a federal grant to resurface the remainder of the road from the Quarry entrance to Biscayne Drive. The federal funding approval process will not coincide with the timeline requested by Dutra Materials Inc. to resurface the majority of Point San Pedro Road. As a result, the resurfacing of Point San Pedro from the quarry entrance to Biscayne Drive will occur after the County of Marin's project is complete. The resurfacing project utilizes open -graded asphalt which reduces noise and can increase the longevity of the surface. Working with the County of Marin, the City of San Rafael installed a test patch of this new material from the quarry entrance to Riviera Drive last fall. The material has performed well since that time and will be used to resurface the remainder of the roadway. FISCAL IWACT: The County of Marin has estimated the total project cost to be $2,700,000. Dutra Materials Inc. has agreed to contribute 12,000 tons of asphalt to the project with an estimated value of $950,000. The following is a summary of the City's fiscal participation in this project: Revenue (Project #11176) Gas Tax -Fund 206 $250!000.00 Gas Tax (One-time transfer from $40000.00 General Fund) -Fund 206 Total Revenue I $650000.00R Expenses Windsor Fuel Oil $106MI.08 'work Already Performed County of Marin $518,358.92 Remaining amount to be forwarded to the County of Marin Contingency $25,000.00 Additional Conform P4yL*n_g (*) The City of San Rafael financed the resurfacing of the test paving section which is in place from the Quarry entrance to Riviera Drive. (**) Additional paving work may be needed on streets such as Marina Blvd. in order to provide a homogenous paving project. Additional paving may be required around curb ramps and side streets. OPTIONS. The Council can choose not to authorize the Mayor to sign the Memorandum of Understanding with the County of Marin. Doing so will result in Marin County only resurfacing the unincorporated areas of Point San Pedro Road. ACTION REQUIRED Adopt Resolution authorizing the Mayor to sign the Memorandum of Understanding with the County of Marin. Enclosures: Resolution Memorandum of Understanding (Exhibit A) A RESOLUTION AUTHORIZING THE MAYOR TO SIGN THE MEMORANDUM OF UNDERSTANDING WITH THE COUNTY OF MARIN FOR THE RESURFACING OF POINT SAN PEDRO ROAD FROM UNION STREET TO SAN RAFAEL QUARRY ENTRANCE WHEREAS, the City of San Rafael and the County of Marin desire to resurface Point San Pedro road from the San Rafael Quarry entrance to Union Street in San Rafael; and WHEREAS, a Memo of Understanding has been developed which details both the County of Marin and the City of San Rafael's responsibilities in association with the resurfacing of Point San Pedro Road.; and WHEREAS, the City of San Rafael is willing to fiscally contribute to the � I IN ==111,11111i I i I A NOW, THEREFORE, BE IT RESOLVED by the Council of the City of San Rafael that it approves and authorizes the Mayor to execute the attached Memorandum ol Understanding ("Exhibit A"), and authorizes the Public Works Director to take all necessary actions in connection with this Memorandum of Understanding. 1, ESTHER C. BEIRNE, Clerk of the City of San Rafael, hereby certify that the foregoing resolution was duly and regularly introduced and adopted at a regular meeting of the Council of said City on the 18th day of February, 2014, by the following vote, to wit: AYES: COUNCILMEMBERS: Bushey, Collin, Connolly, McCullough & Mavor Phillips V UOuly i Y OF MARIN Robert 8eaamont ulrcC7-i73R t�;� Adminisirarton ru Sze 4186 5a Rafael, CA 94913:4166 4 1 S 4/3 55L8 1 415 4/3 3/vv r 415 473 3232 I IY c.R5 Dial 71 1 WWW. ma !ncoo rty—rq/pw A;;oenting Ai port Building Mainr.nance Capital Projects �-ertified Unified Program Agency j-IJPAI c.ommu'.ications Maintenance County Garaye Disability Access to -y naerin9 & Survey Hood c.a.trol & water Ke3ovrces ran@ Developnreirt Purchasing Red e3tote A� Reprograph!; Jorvic:a Koaa Matnterrorrce Stormwaier Program Tru ,3portation & iraffi; Dparations Waste Mana-gement DE PARTME.NJ...U,F.....N.U.B.�..I..C.....W.o.R.K.s....................... ........................................... Peuple serdng people. Ma, uh z5, 2014 Marin Cuunty Suard of Sapervisuis 35u1 Civic Center Drive San Ratael, CA U4UU3 SUB3ECT: Project Memuranaum UT Ayreement with City of San Ratael for the Point bail Pedro Kuad Improvements Pruject uuunty Project No. 2010-1 / Dear Board MuiirDels: REc;L)MMENDATIONS: Aathuri/-e the President to execute the agreement. SUMMARY: 15e project conziists of resurtacing Nuiilt San Pedru Road from 150' east of union tit, uta Tu 650' east of Riviera urive vvMich spans both City of Sal Rataui and County of Marin ja, isaictiu„s. This Memorandum ut Agi eCment sets forth the responsibilities UT each agency daring cunstrautiun. In order to tacilitate cunstruutioi 1 uperativns in both jai isdictlona, the Cuunty of Marin will act as the lead auency in managing the plujCct. i nis includes administration of the cunstruction contract; cunstractiol, management and inspudun serviue5, and negotiation of contract una,,gG orders if required. FISCAL IMPACT : I nis project Is funded by current aliouatiu„s in the 2011-2015 Road and Bridge Reha6ii1tatiun Program. Fandiny Tor this Nruject has been approved 5y you, Huard and is available in current yea, Road & Bridge Rehab. Fund tau. ztuzO, Fund Center Nu. 41uUyyluzr. Additional tunas in the amount of $518,358.00 from the City of 53n Katael vver a appropriated tui tnis project at the February 2b, zu14 meetil ly. i ne uity of San Ratael also tinanued tl le test paving section trom the uciar, y entrance to Riviera Drive at a uuSt uT $106,641.08; toF a total contribution of $625;000. KEvltvvED BY: [A] vepaF[mc„ t uT t -h iance [ NIA [xj L;uunty Cuunsel I IVA [ ] Human Resources [X] N/A RespectMlly submitted; 1*7 2�vll4zz— Ernest Klock Principal ;civil E11gineer Attachments c: Accountiny, Uiana Davis m 11 r.',roJeet,rpro;ectsv:0 r 0- i r point san pedro road resurfacing , roJ-,nUew9m10.re9reemenis uoar0 leuerslhos teller execute agreement eoe _ _ tr � � r- lir r c ft i l I SUB3ECT: Project Memuranaum UT Ayreement with City of San Ratael for the Point bail Pedro Kuad Improvements Pruject uuunty Project No. 2010-1 / Dear Board MuiirDels: REc;L)MMENDATIONS: Aathuri/-e the President to execute the agreement. SUMMARY: 15e project conziists of resurtacing Nuiilt San Pedru Road from 150' east of union tit, uta Tu 650' east of Riviera urive vvMich spans both City of Sal Rataui and County of Marin ja, isaictiu„s. This Memorandum ut Agi eCment sets forth the responsibilities UT each agency daring cunstrautiun. In order to tacilitate cunstruutioi 1 uperativns in both jai isdictlona, the Cuunty of Marin will act as the lead auency in managing the plujCct. i nis includes administration of the cunstruction contract; cunstractiol, management and inspudun serviue5, and negotiation of contract una,,gG orders if required. FISCAL IMPACT : I nis project Is funded by current aliouatiu„s in the 2011-2015 Road and Bridge Reha6ii1tatiun Program. Fandiny Tor this Nruject has been approved 5y you, Huard and is available in current yea, Road & Bridge Rehab. Fund tau. ztuzO, Fund Center Nu. 41uUyyluzr. Additional tunas in the amount of $518,358.00 from the City of 53n Katael vver a appropriated tui tnis project at the February 2b, zu14 meetil ly. i ne uity of San Ratael also tinanued tl le test paving section trom the uciar, y entrance to Riviera Drive at a uuSt uT $106,641.08; toF a total contribution of $625;000. KEvltvvED BY: [A] vepaF[mc„ t uT t -h iance [ NIA [xj L;uunty Cuunsel I IVA [ ] Human Resources [X] N/A RespectMlly submitted; 1*7 2�vll4zz— Ernest Klock Principal ;civil E11gineer Attachments c: Accountiny, Uiana Davis m 11 r.',roJeet,rpro;ectsv:0 r 0- i r point san pedro road resurfacing , roJ-,nUew9m10.re9reemenis uoar0 leuerslhos teller execute agreement eoe _ _ tr � � r- AGREEMENT COUNTY OF MARIN AND CITY OF SAN RAFAEL POINT RAN PEDRO ROAD RESURFACING THIS AGREEMENT is made and entered into this ;25 qday of MAgAnIA. by and hetween rhe COUNTY OF MARIN, hereinafter referred to as COUNTY" and the CITY OF SAN RAFAEL, hereinafter referred to as- "CITY." hoth ofthe State of California; WITNESSETH: WHEREAR, hpth the COUNTY and the CITY are desirous of utilizing the asphalt concrete material and asphalt concrete grindings dispo-al nred;tc stated in the Su'ace Mining and Quarrying Permit #Q 71-03 to improve Point San Pedro Road between Union Street and the entrnnne to the Dutra Materials Rock Quarry within Marin County, hereinafter referred to as "PROJECT"; and WHEREAS, the PROJECT ;c Ionated within Marin County, including portions of both the City of San Rafael and unincorporated areas; and WHEREAS, it is recognized that it would he advantageous to both the COUNTY and the CITY to have one J»rierlint;pn take the lead with respect to design and construction of the PROJFC'T, and that the COi NTY is best positioned to he the lead ag-nny for the PROJECT; and WHEREAS, the COUNTY, with approval from the CITY, will prepare the plane. cpen;fnations and est;matee. advertise, open bids, award and shall provide construction management services for the PROJECT: and WHEREAS, the COUNTY shall he responsible for the adminictrntion cervinec, design and nonetruction managerent for the PROJECT within both of the respective jurisdictions; and WHEREAS, the PROJECT nnncictc of the inctallat;on of curb ramps at corners of intersections that do not meet current ADA standards, minor drainage improvements, acphalt grinding_ a one inch thick layer of open graded honded wearing course asphalt to cover the entire limits of the PROJECT rnadwny_ asphalt nnnerete dig -nut repairs at severe localized road failures to he agreed upon in a walk through between the CITY and COUNTY staff and an additional one and one-half inch thick full width asphalt road repairs along sections of roadway in poor condition ac shown on the plane and approved by the City; and WHEREAS, the prnjer,t ;nnlndec the installation_ of striping to accommodate a class 11 hike path where feasible along the majori1y of the prajeet limits nn hath cidnc of Point San Pedro Road; and WHEREAS, the total cost of the PROJECT including design and construction management and nnnctrnct;pn -nst is estimated to be $2,700,000; and both the CITY and COUNTY shall contriNite funding for the PROJECT: and WHEREAS, Dutra Material Rock Quarry will contrihute open graded acphalt per the Surface Mining and Quarrying permit #Q 71-03 with an original amount based on 12,000 tons to he adjusted per the ENR Bay Area Cnitranc acphalt;,- n;l index, which is estimated to he valued at.950,000; and WHEREAS, both the CITY and COUNTY aeree to proneec and adm;nister separately all necessary contract documentation required by other agencies if any, prior to and after the nonctrnnt;nn operation. Th- COUNTY. in agreeing to administer this PROJECT, is not responsihle for processing slinh documentation �r the CITY: Page 1 of 4 iNuW, THEREFvRE, IN CONSIDERATION Ov THE MUTUAL COVENANTS AND CONDITIONS CONTAINED HE, the paniu5 hereto do hereby agree as follows: A. C;UUN 1Y shall: 1. Co„ tr,bum guod5 and bci vices ,n a total amount valued at $1,125.000 for Its portion of the PROJECT, which consists of staff costs Tor the design, administration costs, construction management costs, and construction costs; 2. Ge„e,atc the mad ,CSurfaei„g plans a„d 5peeifiCation5 which ut;l;cc open rpaded asphalt cU„c,ete as the surface course in both the CITY and COUNTY portions of the PROJECT; incorporating the CITY's comments and recommendations into the design; 3. Comply with the p,ovi5;un5 of the Public. Contracting Code mclud;„g advert;5i„g fo, bida, receiving and opening bids, and awarding a contract to the lowest responsive and responsible bidder as determined by the Base Bid or rejecting all bids Tor the FRUJECT; 4. Have the right to ,tzject all bidN fo, the rxO.iLC t folloowing di�cus5;o„ with the CITY,- 5. ITY; 5. Administer the construction contract and thereby provide services at the COUNTY's discretion to include, but not be limited to, contract management, accounting, and tmal acceptance. All UUUNTY staff administration costs, coordination costs, des;g„ costs, and Co„st,uct;o„ ,,,a„agen,e„ t .Tunis a55ociatud with ilia PROJECT will be the ,e3pun3ibility of the COUNTY and are reflected in paragraph No. 1, above; 6. Be responsible Tor providing construction management for the PRui-EUT located within the CITY's ju,;sdiction, including ;,,apeCt;onS to ZXO MC Co,upl,anCC with the plans and specifications. All costs associated with providing this construction management service shall be the responsibility of the COUNTY and are reelected in paragraph No. 1, above; /. Indemnity, detend and hold CITY, its officers, agents, employees and volunteers harmless against any liability to the ezae„ t caused by the negligent o, ;,,teut;o„al acts; euo,s u, unubaious of COUNTY. ;15 agema, e,nployeca. or representatives, in connection with COUNTY's performance of duties under this Agreement; S. The COUNTY will be the liaison with the construction contractor and will notity the CITY of any changes to the contract within its jurisdiction. The COUNTY shall discuss all changes to the PROJECT with the CITY and the CITY shall have the right to modity any such changes within its jurisdiction prior to implementation; 9. Administer all Change Orders arising Tor work for the PROJECT; however, the CITY shall have the right to modify any such change within its jurisdiction prior to implementation; and 10. Provide the C l'I Y with an As -Built plan for the YROJEC;T which details all changes and modifications made to the PROJECT priur to the ftt,al ue,�upta %x; of the PROJECT. 2 of 4 B. CITY shall: 1. By entering intfl this Agreement nonfirm that it has financed the test paving section installed from the Quarry entrance to Riviera Drive at a cost of $106,64 LOR; �. Contribute. in addition to that already spent ac noted in paragraph No. I a total of $518.358.99 tnwnrrlc the nnnctrnntion rust of the PROJECT and transfer such funds to COUNTY after the approval of the plans by the City; 3. Review the design as devel_pe.l by the COUNTY and prnvirle rnpamentc Ln he inrnrpprnterl into the PROTECT; 4. Within CITY jurisdiction, he responsible for verifying that all improvements as designed are located on property ether nwned by the CITY. Lir 1pnnted in the piihlir right_af wny pr ence►nent in control o f the CITY; 5. Prior to issuance of the Notice of Completion, review the construction with the COUNTY to Verify that the warier inctallr d is in enhctnntinl rpmplianne With the nriginnl plan and any nhnnrc that may have orr11rred rhiring construction; 6. Upon favorahle review of the PROJECT by the CITY and issuance of the PROJECT Notice of Completion. accept in writing ownership and nontrpl of all the imprnVementc and fanilitiec in its jnricdirtinn and he responsihle for all future maintenance of said facilities; and 7. Indemnify, defend and hold COUNTY, its officers, agents, employees and volunteers harmless against any liability to the extent caused by the negligent or intentional acts, error nr omissions of CITY. itc ngentc. employees, or reprecentntivec, in nannertipn with CITY'c pei-formnnne of duties under this Agreement. C. COUNTY's Director of Public Works is the authorized representative for the COUNTY and will administer this Agreement fnr the COUNTY. Nader Mnncpnrinn. Direntnr of Pnhlir Warks, is the authorized representative for the CITY. Changes in designated representatives for either parm shall occur only by advance written notice to the other party. D. The duties of hoth the COUNTY and the CITY to each indemnify and hold harmless as set forth herein shall include the duty to defend ac set forth in Civil Code Sention 2778. Any dicp„te nr r,laim in lnw nr equity hetween the COUNTY and CITY arising olit of this agreement shall he resolved by formal negotiation hetween parties. If no resolution is achieved by formal negotiations, an arhitrator mutually chosen, and paid by hoth parties, shall arhitrate the dispute. Arbitration shall he binding on both parties with no right of appeal and each party shall bear its Own rocte. inr11-ing nttnrney'c fees. If the parties rnnnot agree iwin nn nrhitrntnr. the pnrtiec shall Geek nl2pnintment of an arhitrator by the Presiding 11idge of the Marin Country Courts or by another third party agreed upon by the parties. E. This Agreement may he modified at any time in writing by mutual consent of the parties hereto. 'I of 4 IN WITNESS WHEREOF, the paries hereto have executed this Agreement by their duly authorized otticers as of the day and year tirst above written. CUUNTY UF MARIN B 4� Y: t"g�? Pre ident, Board of Supervisors ATTEST: By: Dep Clerk of Boa 6f Su avisors ArYKOVLu AS 10 rORM: By: --- Attorney for tl�county 4ut4 U rY up, sAN RAF L By: Mayor, Cityof San Rafael ATTEST: By: fSiL�,g- City Clerk APrROVED AS TO FORM: By. Attorney for the City 1 iii � 1"Aj ILI INSTRUCTIONS- USE THIS FORM WITH EACH SUBMITTAL OF A CONTRACT, AGREEMENT, ORDINANCE ORRESOLUTION BEFORE APPROVAL BY COUNCIL / AGENCY. a SRCC AGENDA ITEM NO. DATE OF -!201-11 DEPARTMENT: ! ! ! 1! ' TITLE OF DOCUMENT: ♦ RESOLUTION MAYOR TO SIGN THE MEMORANDUM OF UNDERSTANDING WITH THE COUNTY OF MARIN FOR THE RESURFACING OF POINT SAN i , • . ROAD FROM UNION STREET O SAN RAFAEL QUARRY ENTRANCE Department Head (signature) (LOWER HALF OF FORM FOR APPROVALS ONLY) APPROVED AS COUNCIL /AGENCY AGENDA ITEM: e-�q /11// 41,4 1111 P City M6 hAg`*e`r('i"'ignature) APPROVED AS TO FORM: i City Attorney {signature THIS AGREEMENT is made and entered into this day of 2014, by and between the COUNTY OF MARIN, hereinafter referred to as "COUNTY" and the CITY OF SAN RAFAEL, hereinafter referred to asboth of the State of California; LIN WHEREAS, the project includes the installation of striping to accommodate a class 11 bike path where feasible along the majority of the project limits on both sides of Point San Pedro Road; and WHEREAS, the total cost of the PROJECT including design and construction management and 700.000- and bath the CITY and COUNTY shall contribute construction cost is estimated to be $2., funding for the PROJECT; and WHEREAS. Dutra Material Rock Quarry will contribute open graded asphalt per the Surface Mining and Quarrying permit 4Q 71-03 with an original amount based on 12,000 tons to be adjusted per the ENR Bay Area Caltrans asphaltic oil index, which is estimated to be valued at $950,000; and WHEREAS,,, both the CITY and COOT TY agree to process and administer separately all necessary contract documentation required by other agencies if any, prior to and after the construction operation. The COLNTY in agreeing to administer this PROJECT, is not responsible for processing such documentation for the CITY; NOW, THEREFORE. IN CONSIDERATION OF THE MUTUAL COVENANTS A CONDITIONS CONTAINED HERIEIN, the parties hereto do hereby agree as follows: I • NVARM I Contribute goods and services in a total amount valued at $1,125,000 for its portion of the PROJECT, or the design, administration costs, construction .,, which consists of staff costs f manaMement costs. , and construction costs; 2. Generate the road resurfacing plans and specifications which utilize open graded asphalt concrete as the surface course in both the CITY and COUNTY portions of the PROJECT- mcorporatinc4 the CITY's comments and recommendations into the design; 3. Comply with the provisions of the Public Contracting Code including advertising for bids, receiving and opening bids, and awarding a contract to the lowest responsive and responsible bidder as determined by the Base Bid or rejecting all bids for the PROJECT,-, 4. Have the right to reject all bids for the PROJECT following discussion with the CITY; 5. Administer the construction contract and thereby provide services at the COUNTY's discretion to incluk, but not be limited to, contract management,, accounting, and final acceptance. All COUNTY staff administration costs,, coordination costs, design costs, and construction management costs associated with the PROJECT will be the responsibility of the COUNTY and are reflected in paragraph No. 1, above; 6. Be responsible for providing construction management for the PROJECT located within the CITY's jurisdiction, including inspections to assure compliance with the plans and specifications. All costs associated with providing this construction management service shall be the responsibility of the COUNTY and are reflected in paragraph No. 1, above-, 7. Indemnify, defend and hold CITY, its officers, agents, employees and volunteers harmless against any liability to the extent caused by the negligent or intentional acts, errors or omissions of COUNTY,, its agents, employeesor representativesin connection with COUNTY's performance of duties under this Agreement-, 8. The COUNTY will be the liaison with the construction contractor and will notify the CITY of any changes to the contract within its *urisdiction. •The COUNTY shall discuss all changes to the i PROJECT with the CITY and the CITY shall have the right to modif�, any such changes within its Jurisdiction prior to implementation,, 9. Administer all Change Orders arising for work for the PROJECT; however. the CITY shall have the right to modify any such change within its jurisdiction prior to impie mentatip n# and 10. Provide the CITY with an As -Built plan for the PROJECT which details all changes and I . modifications mac I te to the PROJECT pn*or to the final acceptance of the PROJECT. B. CITY shall: 1. By entering into this Agreement confirm that it has financed the test paving section installed from the Quarry entrance to Riviera Drive at a cost of $106,641.08-, 2. Contribute, in addition to that already spent as noted in paragraph No. I a total of $518,358.92 towards the construction cost of the PROJECT and transfer such funds to COUNTY after the approval of the plans by the City; 3. Review the design as developed by the COUNTY and provide comments to be incorporated into the PROJECT; 4. Within. CITY jurisdiction, be responsible for verifying that all improvements as designed are located on property either owned by the CITY, or located in the public right-of-way or easement in control of the CITY, - 5. Prior to issuance ' of the Notice of Completion, review the construction with the COUNTY to verify that the work installed is in substantial compliance with the original plan and any changes that may have occurred during construction; 6. Upon favorable review of the PROJECT by the CITY and issuance of the PROJECT Notice of Completion, accept in writing ownership and control of all the improvements and facilities in its jurisdiction and be responsible for all future maintenance of said facilities; and 7. Indemnify, defend and hold COUNTY, its officers, agents, employees and volunteers harmless against any liability to the extent caused by the negligent or intentional acts, errors or omissions of CITY, its agents, employees, or representatives, in connection with CITY's performance of duties under this Agreement. C. COUNTY's Director of Public Works is the authorized representative for the COUNTY and will administer this Agreement for the COUNTY. Nader Mansourian, Director of Public Works, is the authorized representative for the CITY. Changes in designated representatives for either party shall occur only by advance written notice to the other party. D. The duties of both the COUNTY and the CITY to each indemnify and hold harmless as set forth herein shall include the duty to defend as set forth in Civil Code Section 2778. Any dispute or claim in law or equity between the COUNTY and CITY arising out of this agreement shall be resolved by formal negotiation between parties. If no resolution is achieved by formal negotiations, an arbitrator mutually chosen, and paid by both parties, shall arbitrate the dispute. Arbitration shall be binding on both parties with no right of appeal and each party shall bear its own costs', including attorney's fees. If the parties cannot agree upon an arbitrator, the parties shall seek appointment of an arbitrator by the Presiding Judge of the Marin County Courts or by another third party agreed upon by the parties. E. This Agreement may be modified at any time in writing oy mutual consent of the parties hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized officers as of the day and year first above written. By: President,, Board of Supervisors FAU16116 By: Deputy Clerk of Board of Supervisors By: Attorney for the County sm By; M ay Ity f an Rafael C* By: s C ity Clerk By: 1 Attorney for the City