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PW Funding Reimbursement AgreementOARO MA- MAR I N RAIL TRA.N 81T TRANSMITTAL To: Bill Guerin, Director Date: June 30, 2021 San Rafael Department of Public Works No. of cop ies, 111 Morphew From: Bill Ga rOK SMART Tel: 707-794-3330 San Rafael, CA C: Project/Subject: SMART — City Puerto Suello Pathway Feasibility Study Funding Agreement We are sending you: ❑ Samples ❑ Attached ❑ Specs ❑ Prints ❑ Change Order ❑ Copy of Letter ❑ Other Document Ref No. Date 1. 1 1 Description/Title Funding Agreement — Original Copy No. of cop ies, These are transmitted as checked below: ❑ For Approval X For your use ❑ As requested ❑ For review/comment ❑ Your information ❑ Returned to you ❑ Other Remarks: Sent by: X Mail Enclosed ❑ Messenger ❑ E -Mail 5401 Old Redwood Hwy., Suite 200 www.sonomamarintrain.org Petaluma, CA 94954 Tel: 707.794.3330/Fa x: 707.794.3037 RECEIVED JUN 2 8 2021 FUNDING REIMBURSEMENT AGREEMENTBY..••••••......._..`............ SONOMA-MARIN AREA RAIL TRANSIT DISTRICT AND CITY OF SAN RAFAEL OCN1 " 1 58 3 V THIS REIMBURSEMENT AGREEMENT ("Agreement") is entered into as of V74c.41Gli� p06I by and between the SONOMA-MARIN AREA RAIL TRANSIT DISTRICT (District), a public entity duly established under the laws of California, and the CITY OF SAN RAFAEL (City), a political subdivision of the State of California. Recitals A. The City desires to evaluate the feasibility of constructing a bicycle and pedestrian pathway between the top of the Puerto Suello Hill and San Pedro Road (Feasibility Study). B. The alignment may include portions of the SMART right-of-way. C. SMART and the City have agreed to share in the Feasibility Study. D. SMART has hired an engineering consulting firm to conduct the Feasibility Study. E. SMART and the City intend to equally share in the cost of the Feasibility Study which is estimated to cost $24,000. Agreement NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, City and District agree as follows: 1. RECITALS A. The above recitals are true and correct and are hereby incorporated in and expressly form a part of this Agreement. 2. COORDINATION A. City shall coordinate the Work with District's Chief Engineer or his designee, contact information for the parties' respective representatives is set forth below: District City Bill Gamlen Bill Guerin Chief Engineer Director of Public Works Sonoma Marin Area Rail Transit (SMART) City of San Rafael 5401 Old Redwood Highway, Suite 200 111 Morphew Street Petaluma, CA 94954 San Rafael, California 94901 Phone: 707.794.3330 Phone: 415.485.3110 Page 11 Email: BGamlen sonomamarintrain.org Email: Bill.Guerin@citvofsanrafael.org 3. SCOPE OF WORK A. Proposed Improvements/Work. District shall lead a study to evaluate the feasibility of constructing a bicycle and pedestrian pathway between the top of the Puerto Suello Hill and San Pedro Road (Feasibility Study). Details of the Feasibility Study are included in the Consultant's proposal included here as Exhibit A. 4. DISTRICT'S RESPONSIBILITIES District shall be responsible for the following: A. Contract Administration: District shall administer the Feasibility Study. B. Deliverable: Feasibility Study The District, through its consultant, will develop a feasibility study for bicycle and pedestrian pathway(s) between the top of Puerto Suello Hill and San Pedro Road (Feasibility Study). 5. CITY'S RESPONSIBILITIES City agrees to perform the following: A. Payment: The Feasibility Study is estimated to cost $24,000. A budget of $30,000 is being established to provide for unanticipated expenses. The City shall be responsible for paying the District up to $15,000 for the Work. The City shall reimburse District in accordance with Section 6 below. B. Right of Entry: City shall provide any required permits to the District's Consultant at no cost for the Work. (Any plans, designs engineering docs with regards to City facilities (roads -utilities?) 6. REIMBURSEMENT PROCEDURES The City shall provide $12,000 to the District upon the execution of the Agreement. Should some or all of the remaining $30,000 budget be expended, the District will invoice the City for their share (one half of the expended amount). The City shall reimburse the District within 30 days of receipt of the District's invoice. The total reimbursement amount from City to District under this Agreement shall not exceed $15,000 without the prior written approval of City. Page 12 7. A. Amendments to Agreement This Agreement may be amended only by the mutual written consent of both parties. B. Indemnification Each party shall indemnify, defend, protect, hold harmless, and release the other, its officers, agents, and employees, from and against any and all claims, loss, proceedings, damages, causes of action, liability, costs, or expense (including attorneys' fees and witness costs) 'arising from or in connection with, or caused by any act, omission, or negligence of such indemnifying party in connection with the performance of this Agreement. This indemnification obligation shall not be limited in any way by any limitation of the amount or type of acts, disability benefit acts, or other employee benefit acts. C. Notice Unless otherwise requested by a party, all notices, demands, requests, consents or other communications which may be or are required to be given by either party to the other shall be in writing and shall be deemed effective upon service. Notices shall be deemed to have been properly given when served on the party to whom the same is to be given by hand delivery or by deposit in the United States mail addressed to the party as follows: District: Bill Gamlen, P.E Chief Engineer Sonoma -Marin Area Rail Transit District 5401 Old Redwood Highway Petaluma, CA 94954 City: Bill Guerin Director of Public Works City of San Rafael 111 Morphew Street San Rafael, California 94901 When a notice is given by a generally recognized overnight courier service, the notice, invoice, or payment shall be deemed received on the next business day. When a notice or payment is sent via United States Mail, it shall be deemed received seventy-two (72) hours after deposit in the United States Mail, registered or certified, return receipt requested, with the postage thereon fully prepaid. In all other instances, notices, and payments shall be effective upon receipt by the recipient. Changes may be made in the names and addresses of the person to whom notices are to be given by giving notice pursuant to this paragraph. Page 13 D. Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. Entire Agreement This instrument contains the entire agreement between the parties, and no statement, promise, or inducement made by either party or agents of the parties that is not contained in this written contract shall be valid or binding; and this contract may not be enlarged, modified, or altered except in writing signed by the parties. F. Authority of City and District The undersigned hereby represent and warrant that he or she has authority to execute and deliver this Agreement on behalf of City and District. G. No Waiver of Breach The waiver by any of the Parties of any breach of any term or promise contained in this Agreement shall not be deemed to be a waiver of such term or provision or any subsequent breach of the same or any other term or promise contained in this Agreement. H. Time of Essence Time is and shall be of the essence of this Agreement and every provision hereof. Counterparts. This Agreement and any amendment hereto may be signed in counterparts, and photocopies, electronic, or facsimile copies of this Agreement may be used as originals which when taken together shall constitute one agreement. This Agreement may be entered in evidence in any action by a Party relating to the claims for indemnity that have been tolled by virtue of this Agreement. J. Ownership Of Work Product All reports, original drawings, graphics, plans, studies, and other data or documents ("documents'), in whatever form or format, assembled or prepared by Consultant and other agents in connection with this Agreement shall be the property of SMART K. Consent Wherever in this Agreement the consent or approval of one party is required to an act of the other party, such consent or approval shall not be unreasonably withheld or delayed. L. 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. Page 14 M. Applicable Law and Forum This Agreement shall be construed and interpreted according to the substantive law of California, regardless of the law of conflicts to the contrary in any jurisdiction. Venue for any action to enforce the terms of this Agreement or for the breach thereof shall be in the Superior Court of the State of California in the County of Marin. Captions The captions in this Agreement are solely for convenience of reference. They are not a part of this Agreement and shall have no effect on its construction or interpretation 0. Acceptance of Electronic Signatures and Counterparts The parties agree that this Contract, Agreements ancillary to this Contract, and related documents to be entered into this Contract will be considered executed when all parties have signed this Agreement. Signatures delivered by scanned image as an attachment to electronic mail or delivered electronically through the use of programs such as DocuSign must be treated in all respects as having the same effect as an original signature. Each party further agrees that this agreement may be executed in two or more counterparts, all of which constitute one and the same instrument. Page 15 IN WITNESS WHEREOF, the District and the City have executed this Agreement as of the date first above written. CIN OF San Rafael: By: Farhad Mansourian By: .i General Manager SMART Jim Sch City Manager City of San Rafael APPROVED AS TO FORM: By: •n Q r ATO S TO FORM FOR DISTRICT: CCiit�ykCounsel' a il I n SONOMA-MARIN AREA RAIL TRANSIT DISTRICT: By: SMART Counsel Page 16 EXHIBIT A CM I claims I project controls I project management May 6, 2021 Bill Gamlen Chief Engineer Sonoma Marin Area Rail Transit 5401 Old Redwood Highway, Suite 200 Petaluma, CA 94954 RE: Proposal to Provide Feasibility Study for Puerto Suello Hill Pathway from Lincoln Ave/Los Ranchitos Road to North San Pedro Road Dear Mr. Gamlen: Zoon Engineering Is pleased to provide this proposal for preparation of a feasibility study to investigate bicycle/pedestrian pathway options to connect Lincoln Avenue adjacent to Highway 101 to North San Pedro Road. Ernest Klock will serve as the lead project coordinator and will be responsible for all deliverables with construction estimating support from Craig Parmley. Project Understanding: SMART is interested in studying the feasibility of constructing a bicycle/pedestrian pathway on public properties to connect Lincoln Avenue adjacent to Highway 101 nearest the San Rafael City Limit to North San Pedro Road. Pathway study alignments will utilize existing American with Disabilities Act (ADA) compliant pathways to the maximum extent possible to minimize overall project costs and impacts. Pathways will be a minimum 8 -feet wide paved surface (ADA compliant) with 1 -foot wide shoulders either side (total width 10 - feet) and separated from SMART tracks by 15 -feet minimum, unless otherwise directed by SMART. Shoulders outside the 8 -foot wide accessible path may be paved but need not be. Pathway alternatives are constrained to either SMART right-of-way, Caltrans right-of-way, and/or other public rights-of-way and pathway alignments on private properties will not be considered. Pathway grades will conform to the ADA and the 2018 Caltrans Permanent Pedestrian Facilities ADA Compliance Handbook. This proposal is based on a project duration of 8 weeks beginning on the SMART execution date of the contract and includes the following scope of services: Feasibility Study Report: Provide one draft, one final draft, and one final report describing alternatives for bicycle and pedestrian access connecting the existing Class II bikeway at the top of Lincoln Avenue adjacent to Highway 101 to North San Pedro Road. The report will include a description of the alternatives along with photos, maps, cross-sections, engineer's estimates, or other exhibits necessary to Identify the limits of work and approximate costs associated with constructing the improvements. Infeasible alternatives may be generally described, but may not include cost Information. Feasible 3960 N 3 adeline street I emeryville, ca 94806 1 (510) 338.6434 1 zoon-eng.com CM I claims I project controls I project management alternatives will include at least two engineer's estimates for different approaches to constructing the facilities (i.e., Pile supported structures, geogrid walls, graded benches with retaining walls) with a clear description of the costs and benefits of each construction method. Report preparation may include conducting field visits as necessary to establish project(s) constraints and gather information. • Meetings: Attend one (1) stakeholder meeting in person or via virtual conference if needed to present report and/or be available for questions. Attend one (1) SMART Safety Committee meeting in person or via virtual conference if needed. • Assumptions/Exclusions: Access to SMART property for one field visit (if necessary) will be provided — it is understood that a SMART escort may be needed pending SMART staff availability. Topographic data for analysis will be based on readily available elevation information from Google Earth, no surveys are included. No Geotechnical investigations are included. Property/right-of-way boundaries depicted on any exhibits are approximate only and may not be accurate - information obtained from MarinMap GIS. The anticipated level of effort not -to -exceed budget for the scope of services outlined above is as follows: Ernest Klock, PE — Project Manager 2 months @ 50 hours/ month: 100 hours@ $200.00/hour = $20,000.00 Craig Parmley— Project Engineer 2 months @ 10 hours/ month: 20 hours@ $200.00/hour = $4,000.00 TOTAL: $24,000.00 Please feel free to contact me at (415) 533-7582 or email eklock@zoon-eng.com should you have any questions or require further information. We look forward to the opportunity to work with you on this project. Sincerely, Ernest Klock, PE Vice President 3960#3 adellne street I emeryvllle, ca 94806 1 (510) 338.6434 1 zoon-eng.com