City of Rolling Hills Estates - FY2020-015 MEMORANDUM OF UNDERSTANDING
RESIDENTIAL STREET REHABILITATION PROJECT, PHASE I
AREA 3 AND 4 PCC IMPROVEMENTS AND AC REPAIRS
PROJECT#8834
liOTHIS MEMORANDUM OF UNDERSTANDING ("MOU") is effective as of
/ , 2019, and is between the City of Rancho Palos Verdes ("RPV") and the City
of Rolling Hills Estates ("RHE"). RPV and RHE are sometimes referred to as a "Party"
and collectively as the "Parties."
RECITALS
A. RPV intends to proceed with its Residential Street Rehabilitation Project
Phase I Area 3 and 4 PCC Improvements and AC Repairs Project#8834 ("RPV Street
Rehabilitation Project"), as more particularly described and depicted in the construction
plans ("Plans") prepared by Sunbeam Consulting ("Sunbeam"), which are part of the bid
package and contract documents for the RPV Street Rehabilitation Project and
incorporated herein by this reference.
B. Certain portions of the work for the RPV Street Rehabilitation Project are to
be performed on Whitley Collins Drive, Quailwood Drive, Stonecrest Road, and
Scottwood Drive, which are located within the City of Rolling Hills Estates ("RHE Project
Portion").
C. RHE agrees to pay for the RHE Project Portion, including construction,
inspection, and associated community outreach costs using local funding sources.
D. RPV shall serve as the lead agency and shall be responsible for making all
final decisions for the RPV Street Rehabilitation Project.
E. The Parties desire to work cooperatively to benefit both agencies with lower
construction bids and cost efficiencies from using the same consultant design engineer
and construction management firm and coordinating staff. Accordingly, the Parties desire
to incorporate the RHE Project Portion into the overall RPV Street Rehabilitation Project.
AGREEMENT
NOW, THEREFORE, the Parties in consideration of the mutual promises set forth
in this MOU, agree as follows:
1. Purpose of Memorandum of Understanding. The purpose of this MOU is
for the Parties to work cooperatively to incorporate the RHE Project Portion into the RPV
Street Rehabilitation Project. RHE will provide funds to RPV for all costs associated with
designing, constructing, coordinating with utilities, inspecting and managing, and
administering bids and payments for the RHE Project Portion.
01203.0006/560561.5 1
RPV- RHE MOU
2. Responsibilities of the Parties.
2.1 RPV. RPV agrees to do the following:
(a) Provide inspection services, construction management
services, and community outreach services for the RHE Project Portion.
(b) Prepare bid documents including bid schedule, contract,
general conditions, and special provisions for the purpose of entering into a construction
contract for the Project, subject to reasonable review and approval by RHE for the final
RHE Project Portion only, in accordance with Section 2.2(b) below.
(c) Advertise for bids and award a construction contract that
includes the RHE Project Portion as part of the RPV Street Rehabilitation Project.
(d) Notify RHE of the lowest responsive and responsible bidder
for the RPV Street Rehabilitation Project and provide an itemized bid abstract of costs for
the RHE Project Portion. If the portion of the bid for the RHE Project Portion is greater
than the engineer's estimate submitted by Sunbeam, RPV will consult with RHE on
various options such as authorizing an increased budget or reducing the scope of work
via a negotiated change order with the bidder in order to allow RPV to proceed with
awarding the contract and to prevent a delay in the start of construction activities.
(e) Require the lowest responsive and responsible bidder for the
RPV Street Rehabilitation Project that is awarded the contract (the "Project Contractor")
to indemnify and hold harmless both RHE, its officers, employees, and agents and RPV,
its officers, employees, and agents to the same extent; require the Project Contractor to
obtain an insurance policy that names RHE, its officers, employees, and agents as
additional insureds for general and automotive liability policies and to waive any
subrogation rights against RHE, its officers, employees, and agents to the same extent
RPV requires such contractor to obtain a policy that adds RPV as an additional insured
and waives subrogation rights as to RPV; and require Project Contractor to obtain any
insurance policy required by law, such as workers compensation insurance.
(f) Administer the RPV Street Rehabilitation Project design and
construction contracts.
(g) Invite RHE to participate in inspections and walkthroughs and
meetings with the Project Contractor during the construction of the RHE Project, and to
work with Project Contractor in good faith to address any of RHE's concerns about the
work pertaining to the RHE Project Portion.
(h) Provide RHE with requested information from Project
Contractor's accounts and records and RPV's accounts and records, within five business
days of the request, to identify and account for all costs pertaining to the RHE Project
Portion to assure proper accounting for all funds.
01203.0006/560561.5 2
RPV- RHE MOU
(i) Deduct only RHE-approved construction contract and
construction management costs, including inspection services and community outreach
services, relating to the RHE Project Portion from RHE's deposits with RPV.
(j) Confer with RHE without delay on all change orders and
construction contract claims associated with the RHE Project Portion and obtain RHE's
approval, which will not be unreasonably withheld, as to all such change orders any
payments of construction contract claims.
(k) Provide RHE with a monthly progress report, which includes
at a minimum a final pay estimate of costs for the RHE Project Portion and a monthly
balance update for the account in which RHE deposits funds with RPV for purposes of
the RHE Project Portion that reflects the amount and substance of deductions by RPV.
(I) Refund RHE the remainder of any deposit (except 5%
retention held for construction contracts) within 14 days of substantial completion of the
RHE Project Portion.
(m) Remain responsible for its own costs for the RPV Street
Rehabilitation Project.
(n) Work cooperatively and in good faith with RHE to implement
the RPV Street Rehabilitation Project.
2.2 RHE. RHE agrees to do the following:
(a) Provide RPV and its contractors with temporary access to
RHE's right of way and easements for performance of the RHE Project Portion, while
retaining all rights, obligations, and liabilities with respect to the facilities subject to the
RHE Project Portion except as otherwise set forth in this MOU. RHE may reasonably
condition such temporary access as it deems necessary.
(b) Review bids, and if the total of the bid items for the RHE
Project Portion exceeds the engineer's estimates, direct RPV which option RHE would
like to proceed with, either authorizing an increased budget or reducing the scope of work
via a negotiated change order, within two business days in order to allow RPV to proceed
with awarding the contract without any delay.
(c) Provide direction and authorization to RPV on how to proceed
with change orders and construction contract claims as soon as possible, but no later
than three business days after request by RPV.
(d) Submit an initial deposit in the amount of $199,781,
representative of 100% of the bid award for the construction costs for the RHE Project
Portion, within 14 days after receipt of invoice from RPV, which invoice will be submitted
at the time of the notice of award of contract.
01203.0006/560561.5 3
RPV- RHE MOU
(e) Review monthly progress reports from RPV for the RHE
Project Portion and provide any requested changes or approvals within two business days
unless RHE has requested information from Project Contractor's accounts and records
or RPV's accounts and records in which case RHE will provide any requested changes
or approvals within two business days of receipt of the requested information.
(f) Attend pre-construction meetings and construction meetings
with RPV and the Project Contractor wherein the RHE Project Portion is to be discussed.
(g) Submit any additional, approved costs for Sunbeam's
services or construction costs within 14 days after receipt of invoice from RPV.
(h) Provide written confirmation to RPV that the RHE Project
Portion is substantially complete.
(i) Provide written confirmation directly to the Project Contractor
that RHE accepts the completed work for the RHE Project Portion.
(j) Work cooperatively and in good faith with RPV to implement
the RPV Street Rehabilitation Project.
3. Mutual Indemnification.
3.1 RHE hereby agrees to indemnify, defend, assume all liability for and
hold harmless RPV and its officers, employees, agents and representatives, to the
maximum extent allowed by law, from all actions, claims, suits, penalties, obligations,
liabilities, damages to property, costs and expenses(including without limitation any fines,
penalties, judgments, actual litigation expenses and attorneys' fees), environmental
claims or bodily and/or personal injuries or death to any persons("Claims Against RPV"),
arising out of or in any way connected to the negligence or willful misconduct of RHE, its
officers, agents or employees in connection with or arising from any of the activities under
this MOU, except to the extent Claims Against RPV are indemnified by the contractors
pursuant to Section 2.1(e) above.
3.2 RPV hereby agrees to indemnify, defend, assume all liability for and
hold harmless RHE and its officers, employees, agents and representatives, to the
maximum extent allowed by law, from all actions, claims, suits, penalties, obligations,
liabilities, damages to property, costs and expenses (including without limitation any fines,
penalties, judgments, actual litigation expenses and attorneys' fees), environmental
claims or bodily and/or personal injuries or death to any persons("Claims Against RHE"),
arising out of or in any way connected to the negligence or willful misconduct of RPV, its
officers, agents or employees in connection with or arising from any of the activities under
this MOU, except to the extent Claims Against RHE are indemnified by the contractors
pursuant to Section 2.1(e) above.
4. No Waiver. The waiver by any Party of any breach or violation of any
requirement of this MOU will not be deemed to be a waiver of any such breach in the
future, or of the breach of any other requirement of this MOU.
01203.0006/560561.5 4
RPV- RHE MOU
5. Notices. Any notice or other communication ("Notice") which either Party
may desire to give to any other Party under this MOU must be in writing and may be given
by any commercially acceptable means, including via first class Certified Mail, personal
delivery or overnight courier, to the Party to whom the Notice is directed at the address
of the Party as set forth below, or at any other address as that Party may later designate
by Notice. Any Notice shall be deemed received immediately if delivered by hand, on the
third day from the date it is postmarked if delivered by first-class mail, Certified and
postage prepaid, return receipt requested, and on the next business day if sent via
nationally recognized overnight courier.
RPV: City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
Attention: City Manager
RHE: City of Rolling Hills Estates
4045 Palos Verdes Drive North
Rolling Hills Estates, CA 90274
Attention: City Manager
6. Interpretation. This MOU will be interpreted, construed, and governed
according to the laws of the State of California. Each Party has had the opportunity to
review this MOU with legal counsel. The Agreement will be construed simply, as a whole,
and in accordance with its fair meaning. It will not be interpreted strictly for or against
either party.
7. Third-Party Beneficiaries. Nothing contained in this MOU will be construed
to create any rights in third parties and the Parties do not intend to create such rights.
8. Attorneys' Fees. In the event that any Party commences legal action of any
kind or character to either enforce the provisions of this MOU or to obtain damages for
breach thereof, the prevailing party in such litigation will be entitled to all costs and
reasonable attorneys' fees incurred in connection with such action.
9. Severability. If any provision of this MOU, or any portion thereof, is found
by any court of competent jurisdiction to be unenforceable or invalid for any reason, such
provision will be severable and will not in any way impair the enforceability of any other
provision of this MOU.
10. Amendment of MOU. This MOU may be amended at any time by mutual
agreement of the Parties. Any amendment must be in writing and signed by both Parties.
11. Entire Agreement. This MOU constitutes the entire agreement between the
Parties relating to the subject of this MOU and supersedes all previous agreements,
promises, representations, understandings and negotiations, whether written or oral,
among the Parties with respect to the subject matter hereof.
01203.0006/560561.5 5
RPV- RHE MOU
THE UNDERSIGNED AUTHORIZED REPRESENTATIVES OF the Parties hereby
execute this Agreement as follows:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
By:
Douglas Wilimore, City Manager
Attest:
By:
ily Colb n, City Clerk
CITY OF ROLLING HILLS ESTATES, a
municipal corp•ration
By:
Gr=,'Grammer, City Manager
Attest:
By: 44-
ht,0
Heidi Luce, City Clerk
01203.0006/560561.5 6
RPV- RHE MOU
,A, _ :' RANCHO PALOS VERDES/ROLLING HILLS ESTATES
- MESA PALOS VERDES NEIGHBORHOOD STREET RE-PAVEMENT PROJECT
non
r 4 �. � ire ` ....' ',7411rAILIV4411
- ----minkt
14%1A 4 . m1111% i ' 1 '
io , -9-.,-.0!°:,,, - 4,14kip -
_ ,-:_._,.
.._, ., 1
. -,..
, , .• ''C'— *
t I c ,...:' ' ' 'V\
' lir
fSC:C�CCE'�' Ake r45;t
,
' nib _ Viari - 4
. ,
.,_ tni.e -cr
Park , APAP, Ifty -
'1'. -. Ap%, ill Av.- ZWilojp: 4111111:00111."Pl
.., -, -, .te . err
r vair i"-„-,,rar4i-
irefir'.
Pa los 'fat tippr: i
,. :' le* Vp 4 ik hip l'il"Pr3:!
Ardss .et-("�114411. , ,+�/' �~ �!'nS�I� i� - Am, Olith
-�L�'�
-n er - -46
N WHITLEY COLLINS DRIVE •f r
iv- t
4,i-6--..- --5-„,
irAi
.'4'..,0:4.)40,40.%-,4,iiiiiii
�� 1� � dop 0,
,,,40;41, ...a#,00,- . may
.• .rrilea. 1'
[ A±RIVE
II
ow ir --„:"Ir Alliklif lurdh._ ."1-5,..1.16 40 v obi gr.
STONECREST • apt
oty _ #11114r
ROAD IP_Allie*110111,1101' - 'ih.16, 40,04•• Ili 4
t • Alf 4Irap.., f' -.
.,)
digarigIVIP At . 4p,-1:0 Illb•
8.0 sja -'''t' .IC ic' j I r 1814 ## 741F 74 0*#‘41 P %SI t e je a g• irA c
,,, r #010 AO 40 0 A IP 4* 4*
„voile.
NZ 5161111aisitillk///,.. 111,"44110 #40'' '7' la Sin SI°/014* **III* 4 I"'
it'fii* 10 :ti,•••0 olt. , igtA. 0.1w *iv'
11111111,1,111--' 'cv-5,,,t,•;-----,, ...zot,„sto,...000 1111,1100 ir -,.-.,0, 44%--%. 41%, 4
.......„ , ,,,, 7::„. -,....7...3(..._-.111:1,-N ....i111 ilik - ai 444,\.delipp, 4c _iikiip.
► -�: ' % SCOTW00D DRIVE
1111111. illglib7ii, ,,. -<W011/14p till* ifie 1
r laiWa ii,-;rs. A --los, Arri-Oler411;*:,,, I.SOP'4'1:‘'cAlviiki011. 4111 Nin.
„,,p, um me . .--- 0 Pal W. Taw- v • -11p--.'in -
il
Ili
ims .----,-, so op 4 lb.4 &
I Willa Mill x._.,,, r6 .1,,- :A liti 01,1C4104474* - 01pv*7 V f 4,4141 Ililll
a iiiiiill 1101 il vo:,÷-,.. -, VI w w 44110*-- 4116. # iikh,4P- ' t- **\.\ ---- clikl
6 inal MI I ita .....1.,:t ..:-.. „lair .,, s',IV't* 946 VW.- elahhiailli!.-:-...1111L'Adk411* .....s. ilk
II 1111E1 IIIII xi, tei ditallis - lg. . ,--%4, & . -
on sa- -1'114 ...al. -;Dow Slift4' q 4
...
(r c.”— • 111‘14,ditaiiirtagiot, c:€7,011 ci' 1
______„.., __mi... _. _... ....mais 111111Limmum Ail moil
PORTION OF RHE STREETS
WHITLEY COLLINS DRIVE
STONECREST ROAD
QUAILWOOD DRIVE
SCOTVVOOD DRIVE