HomeMy WebLinkAboutPW Roadway Project MOUMMWD Misc. Agreement - 5919
MEMORANDUM OF UNDERSTANDING
BETWEEN
THE CITY OF SAN RAFAEL
AND
THE MARIN MUNICIPAL WATER DISTRICT
THIS Memorandum of Understanding ("MOU"), made and entered into this o2� day of /�% Aoy
2021, by and between the CITY OF SAN RAFAEL, hereinafter referred to as "CITY", and the
MARIN MUNICIPAL WATER DISTRICT, hereinafter referred to as "MMWD", both in the State
of California, collectively the "PARTIES";
For good and valuable consideration the PARTIES agree as follows:
SECTION 1: RECITALS.
A. CITY plans to conduct corridor improvements along Third Street starting at Union Street
and continuing to Second Street and along Second Street from Shaver Street to 4`h Street,
hereinafter the "ROADWAY PROJECT".
B. MMWD plans to replace and/or repair water supply facilities within the identified portion
of Third Street, hereinafter the "PIPELINE PROJECT", in advance of the CITY's final
roadway resurfacing associated with the ROADWAY PROJECT.
C. For efficiency, MMWD has requested the CITY combine the PIPELINE PROJECT with
the ROADWAY PROJECT resulting in a JOINT PROJECT and the CITY will manage
integration of design plans, the bidding and award of the JOINT PROJECT.
D. Pursuant to the terms of this MOU, MMWD will reimburse CITY for costs associated
with preparation of final bid documents prepared by the consultant, CSW/ STUBER-
STROEH ENGINEERING GROUP, INC, as a result of integrating the PIPELINE
PROJECT, which is estimated to be $31,000, with any contract award, cost of
construction and construction management to be addressed in a subsequent MOU.
E. The CITY has filed for a CEQA exemption which discussed a JOINT PROJECT, and is
in the process of preparing design plans for the ROADWAY PROJECT. Should the
JOINT PROJECT result in a higher level Environmental Document (EIR), the PARTIES
will need to reevaluate how to address such additional environmental review prior to
awarding any contract for the JOINT PROJECT.
F. The San Rafael City Council and the Board of Directors of MMWD wish to enter into
this MOU and collaborate for the completion of construction bid documents, Caltrans
encroachment permit, and solicitation of contractor bids for the JOINT PROJECT.
G. The PARTIES understand and acknowledge that prior to awarding any contract for the
JOINT PROJECT, and based on final bid documents and contractor bids, the PARTIES
will need to enter into a separate agreement to undertake the construction and
construction management of the JOINT PROJECT.
Page 2 of 5 MA -5919
SECTION 2: SCOPE OF MOU
A. The PARTIES acknowledge and agree that the sole purpose of this MOU is for the
PARTIES to collaborate for the completion of construction bid documents for a JOINT
PROJECT.
B. The PARTIES agree that the tasks needed for the consultant to integrate the PIPELINE
PROJECT and the ROADWAY PROJECT into a JOINT PROJECT include the items
listed below:
1. Integration of PIPELINE PROJECT and ROADWAY PROJECT design plans
and technical specifications into the JOINT PROJECT plans and
specifications.
2. Preparation of construction bid documents for JOINT PROJECT, including
construction cost estimate.
3. Collaboration between MMWD and CITY to respond to contractor inquiries
during the construction bidding process, including preparation of bid addenda.
SECTION 3: MMWD RESPONSIBILITIES:
A. MMWD Shall:
1. Bear all costs associated with and arising from the integration of the PIPELINE
PROJECT into the bid documents for the JOINT PROJECT, not to exceed
$31,000 unless agreed to by the PARTIES in writing. CITY shall prepare and
submit invoices for consultant costs monthly, which shall be paid within 30
days by MMWD.
2. Work with CITY staff to ensure that MMWD'S technical requirements
regarding JOINT PROJECT are addressed in the bid documents.
3. MMWD shall indemnify, hold harmless, release and defend CITY, its City
Council and the officers, agents and employees of the CITY from any and all
liability, actions, claims, damages, costs or expenses, including attorneys' fees
and the costs and expenses of suit which may be asserted by any complainant,
arising in any respect, out of MMWD's negligent or intentional acts or
omissions arising under or related to this MOU.
B. CITY Shall:
1. Make available its staff to provide MMWD status updates and other information
needed to facilitate completion of the construction bid documents for the JOINT
PROJECT as described in Section 2.13.
2. Prepare and submit to MMWD invoices for CITY consultant costs associated
with integrating the PIPELINE PROJECT into the bid documents for the
JOINT PROJECT on a monthly basis.
Page 3 of 5 MA -5919
3. Work with MMWD to provide all necessary information for MMWD's review
of the JOINT PROJECT construction bid documents.
4. Communicate with MMWD clearly, early and throughout the process regarding
CITY's concerns and potential MMWD requirements that could be associated
with the JOINT PROJECT implementation to be conducted under this MOU.
5. CITY shall indemnify, hold harmless, release and defend MMWD, its Board
of Directors, and the officers, agents and employees of MMWD from any and
all liability, actions, claims, damages, costs or expenses, including attorneys'
fees and the costs and expenses of suit which may be asserted by any person,
arising in any respect, out of the CITY's negligent or intentional acts or
omissions arising under or related to this MOU.
C. CITY'S Public Works Director is hereby declared to be the authorized CITY
representative in administering this MOU. The MMWD General Manager is hereby
declared to be the authorized MMWD representative in administering this MOU. Either
Party may change its designated representative by providing written notice of the same to
the other Party. 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 Postal Service.
To: MMWD
Ben Horenstein
General Manager
Marin Municipal Water District
220 Nellen Avenue
Corte Madera, CA 94925
D. Miscellaneous:
To: CITY
Bill Guerin
Public Works Director
City of San Rafael
111 Morphew Street
San Rafael, CA 94901
1. Agreement Binding_ The terms and provisions of this MOU 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 party
to this MOU.
2. Merger: This writing is intended both as the 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 the agreement, pursuant to Code of Civil
Procedure Section 1856. No modification of this agreement shall be effective
unless and until such modification is evidenced by a writing signed by both
PARTIES.
3. Cooperation: The PARTIES pledge cooperation during the completion of the
construction bid documents for the JOINT PROJECT.
Page 4 of 5 MA -5919
4. No Third Party Beneficiaries: Nothing contained in this agreement shall be
construed to create and the PARTIES do not intend to create any rights in third
PARTIES.
5. Invalidity of Particular Provisions: If any term, covenant or condition of this
MOU or the application thereof to any person or circumstance is determined
to be invalid or unenforceable, the remainder of this MOU or the application
of such term, covenant or condition 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 MOU shall be valid
and be enforced to the fullest extent permitted by law.
6. No Waiver: The waiver by any Party of any default under this MOU shall not
operate as a waiver of any subsequent breach of the same or any other provision
of this MOU.
7. Time is of the Essence: Time is of the essence with respect to the performance
of every provision of this MOU for which time or performance is a factor.
8. Mediation:
A. Any dispute or claim in law or equity between the PARTIES arising out
of this MOU, if not resolved by informal negotiation between the PARTIES,
shall be mediated by the PARTIES. The PARTIES shall agree to a mutually
acceptable mediator.
B. If mediation is unsuccessful, the PARTIES may avail themselves of any
other remedies.
9. Applicable Law: This MOU shall be construed and enforced in accordance
with the laws of the State of California.
10. No Presumption Regarding Drafter: The PARTIES acknowledge and agree that
the terms and provisions of this MOU have been negotiated and discussed
between the PARTIES and their attorneys, and this MOU 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
MOU. 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 MOU.
11. Assistance of Counsel: Each Party to this MOU warrants as follows:
A. That each Party had the assistance of counsel in the negotiation for, and
the execution of, this MOU and all related documents; and
B. That each Party has lawfully authorized the execution of this MOU.
Page 5 of 5 MA -5919
12. Section Headings: The section headings contained in this MOU are for
convenience and identification only and shall not be deemed to limit or define
the contents of the sections to which they relate.
13. Counterparts: This MOU may be executed in multiple counterparts and by
facsimile or scanned PDF, each of which shall be deemed an original MOU and
all of which shall constitute one and the same MOU.
14. Entire Agreement: This MOU contains the entire agreement between the
PARTIES regarding MMWD's and the CITY'S collaboration on the completion
of the construction bid documents for the JOINT PROJECT.
15. Amendments: This MOU shall only be amended by an instrument in writing
executed by both PARTIES.
IN WITNESS WHEREOF, the PARTIES hereto have executed this Memorandum of
Understanding by their duly authorized officers as of the day and year first above written.
CITY OF SAN RAFAEL
Jim Sc utz, ity Man er
APPROVED AS TO FORM:
By:
VyRobert Epstein, City Attorny
FMA MUNICIP L WATER D STRICT
—� it
Ben Horenstein, General Manager
APPROVED AS O FORM:
By:
Molly McLean, eneral Counsel
CSW ST2
October 15, 2020
April Miller, PE
Senior Civil Engineer
City of San Rafael
111 Morphew Street
San Rafael, CA 94901
Subject: Additional Services Proposal to Support the Third Street Rehabilitation
Dear Ms. Miller:
Thank you for the opportunity to support your team and the San Rafael community in the rehabilitation of
Third Street. As requested, this scope of services summarizes the additional tasks requested by the City
that were not defined in our existing agreement dated November 20, 2019. A summary of the tasks includes
the following.
1. MMWD Integration. Our team will integrate the proposed Marin Municipal Water Line
improvements into the City's plans and contract documents. This will include creation of a separate
bid schedule, coordination of the order of work, modifications to construction phasing plans, and
cross referencing various sections of the Special Provisions. We anticipate this will include up to
four (4) meetings with MMWD staff to coordinate the integration.
2. Encroachment Permit. We are currently submitting for an encroachment permit from Caltrans to
construct the surface improvements of Third Street within the US 101 right of way. Our team will
incorporate the MMWD improvements into the set, amend the application, and coordinate with
Caltrans for approval.
3. Soil Assessment. Miller Pacific is acquiring subsurface data at select locations along the proposed
MMWD pipeline alignment to characterize subsurface soils. This information will be integrated into
the project's contract documents.
SCHEDULE
There is no change in the project schedule.
COMPENSATION
We will perform these services on a time and materials basis for a total not to exceed value of $ 31,000 as
follows:
Task Description
Hours Fee
1 MMWD Integration
60 $ 13,000
2 Encroachment Permit
25 $ 4,000
3 Soil Assessment
N/A $ 14,000
45 Leveroni Court Novato, CA 94949
Third Street Rehabilitation
If I can provide any additional information, please contact Robert at 415.533.1864 or rstevens@cswst2.com.
Sincerely,
CSWIST2
S
Robert Stevens, PE, LEED AP
Project Manager
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: Bill Guerin Extension: 3110
Contractor Name: MMWD — MOU —Third Street Improvements
Contractor's Contact: Alex Anaya, P.E., MMWD Contact's Email: aanaya@marinwater.org
❑ FPPC: Check if Contractor/Consultant must file Form 700
Step RESPONSIBLE
DESCRIPTION
COMPLETED REVIEWER
y DEPARTMENT
DATE Check/Initial
a. Email PINS Introductory Notice to Contractor
n/a
1 Project Manager
b. Email contract (in Word) and attachments to City
10/14/2020
Attorney c/o Laraine.Gittens@cityofsanrafael.org
❑x
2
City Attorney
a. Review, revise, and comment on draft agreement 10/26/2020
and return to Project Manager
❑x
b. Confirm insurance requirements, create Job on
Department Director
PINS, send PINS insurance notice to contractor n/a
Approval of final agreement form to send to
3
❑
contractor
4
Forward three (3) originals of final agreement to�
Project Manager
❑
contractor for their signature
5
Project Manager When necessary, contractor -signed agreement
❑x N/A
agendized for City Council approval *
*City Council approval required for Professional Services
❑
Agreements and purchases of goods and services that exceed
Or
$75,000; and for Public Works Contracts that exceed $175,000
Click here {
Date of City Council approval
PRINT CONTINUE ROUTING PROCESS WITH HARD COPY
enter a
6
Project Manager
Forward signed original agreements to City
2/25/202
Attorney with printed copy of this routing form
7
City Attorney
Review and approve hard copy of signed
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City Attorney
agreement
Review and approve insurance in PINS, and bonds
/
8
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(for Public Works Contracts)rt
9
City Manager/ Mayor
Agreement executed by City Council authorized
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official
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10
City Clerk
Attest signatures, retains original agreement and
forwards copies to Project Manager