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PW 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 /�Z1 City Attorney agreement Review and approve insurance in PINS, and bonds / 8 ��� �� (for Public Works Contracts)rt 9 City Manager/ Mayor Agreement executed by City Council authorized )) / Z'/1/ official l/�j 10 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager