Peninsula Cities MOU (Prop 84 Santa Monica Bay Catch Basin) MEMORANDUM OF UNDERSTANDING BY AND
AMONG THE CITIES OF RANCHO PALOS VERDES,
PALOS VERDES ESTATES AND ROLLING HILLS
ESTATES RELATING TO THE ADMINISTRATION
AND COST SHARING FOR IMPLEMENTING THE
PROPOSITION 84 SANTA MONICA BAY CATCH
BASIN INSERT PROJECT
THIS MEMORANDUM OF UNDERSTANDING ("MOU") is made this 2O'day of
Jut►E , 2018, by and among the CITY OF RANCHO PALOS VERDES, a municipal
corporation ("Rancho Palos Verdes"), the CITY OF PALOS VERDES ESTATES, a municipal
corporation ("Palos Verdes Estates"), and the CITY OF ROLLING HILLS ESTATES, a
municipal corporation ("Rolling Hills Estates"). Each of the foregoing is sometimes referred to
herein individually as"Member,"or collectively as "Members."
RECITALS
WHEREAS, Proposition 84, the Safe Drinking Water, Water Quality and Supply, Flood
Control, River and Coastal Protection Bond Act of 2006 ("Prop 84"), codified in Section 1,
Division 43 of the Public Resources Code, was approved by California voters in the general
election on November 7, 2006.
WHEREAS, Prop 84 allocated $90,000,000 to the State Water Resources Control Board
("State Board") to distribute grant money to local public agencies for coastal water quality
improvement projects pursuant to the Clean Beaches Program, Pub. Res. Code § 30915 et seq.
WHEREAS,the State Board made$18,000,000 of the Prop 84 allocation money available
to the Santa Monica Bay Restoration Commission ("SMBRC") for projects that protect Santa
Monica Bay beaches and coastal waters, including projects to prevent contamination and
degradation of coastal waters and watersheds,and projects to protect and restore the Santa Monica
Bay's marine, freshwater, and terrestrial habitats.
WHEREAS, Prop 84 requires the State Board and the SMBRC to work together to ensure
that all projects are consistent with the Clean Beaches Program requirements.
WHEREAS, on or before January 15,2016,the Members submitted a project proposal in
response to a Request for Proposals published by the SMBRC. The proposed project, named the
Santa Monica Bay Catch Basin Insert Project, will install approximately one thousand three
hundred and sixty-eight (1,368) connector pipe screens to reduce storm water pollution by
preventing trash from flowing into the Santa Monica Bay("Project"). Each of the Members have
some of the Project's catch basins located within their respective jurisdictions.
WHEREAS, the Project will help the Members to comply with the Los Angeles County
Municipal Separate Storm Sewer Systems Permit (MS4 Permit) and the Total Maximum Daily
Load(TMDL)requirements for reducing trash and marine debris in the Santa Monica Bay.
WHEREAS, the SMBRC recommended and the State Board awarded $600,000 for the
Project("Grant Funds").
WHEREAS, receipt of the Grant Funds for the Project is conditioned upon entering into
an agreement with the State Board, entitled "Implementation Grant, Santa Monica Bay Catch
Basin Project, Agreement No. D1612201" ("Agreement No. D1612201"), which outlines the
disbursement and use of the Grant Funds,as well as the scope of the Project. Palos Verdes Estates
and Rolling Hills Estates previously authorized Rancho Palos Verdes to act on their behalf to enter
into and implement Agreement No. D1612201, which may involve hiring Contractors and
Consultants,as set forth in Section 5(a)below. Rancho Palos Verdes and the State Board executed
Agreement No. D1612201 in November, 2017.
WHEREAS, as another condition of the Project proposal, the Members must also match
the Grant Funds with local funds ("Local Match").
WHEREAS, the Members have agreed to cooperatively share and fully fund the Local
Match for the Project and any additional costs of implementing Agreement No. D1612201 in
excess of the Grant Funds and estimated Local Match by allocating the costs amongst the Members
based on the percentage of Project catch basins located in each Member's respective jurisdiction.
WHEREAS, the Members desire to enter into this MOU to outline specific roles and
responsibilities of each Member for this cooperative cost-sharing endeavor.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual benefits, promises, terms,
conditions and covenants contained herein,the Members agree as follows:
1. Recitals Incorporated. The recitals set forth above are hereby incorporated by reference
and made a part of this MOU.
2. Purpose.The purpose of this MOU is to cooperatively share and fully fund the Local Match
for the Project, as well as any other costs incurred by Rancho Palos Verdes in the
performance of Agreement No. 1612201.
3. Resolution to Commence. Each Member's governing body shall adopt a resolution
authorizing its respective representative to enter into this MOU.
4. Term. This MOU shall become effective on the last date of execution by a Member
("Effective Date"), and shall remain in effect until the Project is complete in accordance
with the terms of Agreement No. 1612201, and the Grant Funds and Local Match, as well
as any other payment or reimbursement of costs arising from this Project, are fully
distributed, unless earlier terminated or extended by written agreement of all Members.
5. Duties of Rancho Palos Verdes. Rancho Palos Verdes agrees:
a. Scope of Work. To complete the Project,the scope of which is set forth in Exhibit
"A" ("Scope of Work") to Agreement No. D1612201, which is incorporated as
though set forth in full herein. Rancho Palos Verdes may accomplish the Scope of
Work either through its own efforts or by hiring consultants and/or contractors
("Consultants and Contactors"). Rancho Palos Verdes will comply with all of its
procurement requirements applicable to the selection of the Consultants and
Contractors and will be responsible for coordinating and supervising the activities
of the Consultants and Contractors selected.
b. Invoicing. To invoice the other Members in arrears for their respective share of the
Local Match based on the cost allocation formula set forth in Table 2 of Exhibit
"A" of this MOU ("Proportionate Share"), as well as any additional costs of
implementing Agreement No. D1612201 in excess of the Grant Funds and
estimated Local Match. As of the Effective Date of this MOU, the total cost
estimates for the Project have been developed jointly by the Members and are set
forth in Table 1 of Exhibit"A,"with the understanding that the amounts therein are
subject to changes in the actual costs of the Project and/or unforeseen challenges in
the field, including additional demands and expenditures imposed by the State
Board pursuant to Agreement No. D1612201. Each Members' respective share of
the Local Match and costs of implementing Agreement No. 1612201 for any given
quarter shall be its Proportionate Share of the total costs of the Project incurred for
that quarter not covered by the Grant Funds.
c. Expenditure. To utilize the funds deposited by the Members only for the
administration and implementation of the Project.
d. Accounting. To provide each Member with an accounting of funds expended and
remaining at the end of each fiscal year.
e. Termination. To provide an accounting to all Members upon termination of this
MOU. At the completion of the accounting, Rancho Palos Verdes shall return any
unused portion of all funds deposited with Rancho Palos Verdes in accordance with
the cost allocation formula set forth in Table 2 of Exhibit"A."
6. Duties of All Members. The Members further agree:
a. Payment. To pay their share of the Local Match and costs of implementing
Agreement No. D1612201 based on the cost allocation formula set forth in Table 2
of Exhibit"A." Invoices received from Rancho Palos Verdes shall be paid within
45 days of receipt.As of the date of this MOU,the total not to exceed cost estimates
for the Project have been developed jointly by and agreed upon by the Members
and are set forth in Table 1 of Exhibit"A"with the understanding that the amounts
therein are subject to changes in the actual costs of the Project including additional
demands and expenditures imposed by the State Board pursuant to Agreement No.
D1612201. Each Members'respective share of the Local Match and any additional
costs of implementing Agreement No. 1612201 for any given quarter shall be its
Proportionate Share of the total costs of the Project incurred for that quarter not
covered by the Grant Funds and estimated Local Match.
b. Cooperation and Documentation. To make a full-faith effort to cooperate with one
another to achieve the purposes of this MOU and to provide all requested
information and documentation in their possession and available for release to the
Consultants and Contractors as deemed necessary by the Members to implement
the Project.
c. Access. Each Member will grant to the Consultants and Contractors reasonable
access and entry, on an as-needed basis, during the term of this MOU, to each
Member's property to effect the purposes of this MOU and the Project.
d. Permitting. Each Member will make a full-faith effort to assist the Consultants and
Contractors in obtaining any required permits, licenses, and approvals required to
effect the purposes of this MOU and the Project.
e. Obligation for Debts and Liabilities and Distribution of Assets.Except as otherwise
provided herein, no Member shall be individually responsible for any of the debts,
liabilities, or obligations of any other Member.
7. Indemnification.
a. Generally. Each Member shall indemnify, defend, and hold harmless each other
Member, including its special districts, elected and appointed officers, employees,
agents, attorneys, and designated volunteers from and against any and all liability,
including, but not limited to demands, claims, actions, fees, costs, and expenses
(including reasonable attorney's and expert witness fees),arising from or connected
with the respective acts of each Member arising from or related to this MOU;
provided, however, that no Member shall indemnify another Member for that
Member's own negligence or willful misconduct.
b. Government Code Section 895.2. In light of the provisions of Section 895.2 of the
Government Code of the State of California imposing certain tort liability jointly
upon public entities solely by reason of such entities being parties to an agreement
(as defined in Section 895 of said Code), each of the Members hereto, pursuant to
the authorization contained in Government Code Sections 895.4 and 895.6, shall
assume the full liability imposed upon it or any of its officers,agents,or employees,
by law for injury caused by any act or omission occurring in the performance of
this MOU to the same extent such liability would be imposed in the absence of
Section 895.2 of the Government Code. To achieve the above stated purpose, each
Member indemnifies, defends, and holds harmless each other Member for any
liability, cost, or expense that may be imposed upon such other Member solely by
virtue of said Section 895.2. The provisions of Section 2778 of the California Civil
Code are made a part hereof as if incorporated herein.
8. Insurance.
a. Generally. The Members are self-insured public entities for purposes of
Professional Liability, General Liability, and Worker's Compensation. The Parties
warrant that through their programs of self-insurance, they have adequate
Professional Liability, General Liability and Workers' Compensation to provide
coverage for liabilities arising out of the Parties'performance of this MOU.
9. Termination and Withdrawal.
a. Termination of MOU. This MOU may be terminated upon the express written
agreement of all Members. If this MOU is so terminated, then all Members must
agree on the equitable redistribution of remaining funds deposited, if any, and/or
payment of any invoices due at the time of termination, and/or payment of any
fines,penalties,and costs assessed against Rancho Palos Verdes by the State Board
as a result of such termination. Completed work shall be owned by the Member or
Members who fund the completion of such work. Rights to uncompleted work by
the Consultants and Contractors still under contract will be held by the Member or
Members who fund the completion of such work.
b. Withdrawal. If a Member wishes to withdraw from this MOU for any reason,that
Member must give the other Members prior written notice. Prior to withdrawing,
the withdrawing Member must be current on all financial obligations resulting from
this MOU, and in addition shall be responsible for its share of the Project
implementation costs through the end of the then-current quarterly invoicing
period. Such Project implementation costs shall include the remaining fees of any
Consultants and Contractors retained through the end of the then-current quarterly
invoicing period.The"then-current quarterly invoicing period"shall be the last day
of the calendar quarter following the effective date of withdrawal. The "effective
date of withdrawal" shall be sixty (60) days after Rancho Palos Verdes receives
written notice of a Member's intent to withdraw. Notwithstanding the foregoing,
each Member shall also be responsible for the payment of any fines, penalties, and
costs incurred as a result of its withdrawal and resulting non-performance of its
obligations of the Project.
c. Default;Termination of Member's Participation in MOU. Each Member shall have
a reasonable opportunity to assert matters which it believes have not been
undertaken in accordance with the MOU, to explain the basis for such assertion,
and to receive from the other Member(s) a justification of its position on such
matters. If any Member concludes that another Member has not complied in good
faith with the terms of the MOU,then such Member may issue a written notice of
non-compliance ("Notice") specifying the grounds therefor and all facts
demonstrating such non-compliance.
The Member receiving a Notice shall have 30 days to cure or remedy the non-
compliance identified in the Notice, or if such cure or remedy is not reasonably
capable of being cured or remedied within 30 days,to commence to cure or remedy
the non-compliance and to diligently and in good faith prosecute such cure or
remedy to completion.
If the Member receiving the Notice does not believe it is out of compliance and
contests the Notice, it shall do so by responding in writing to the Notice within ten
days after receipt of the Notice. The Notice and any response thereto,must be sent
to all Members. If the response to the Notice has not been received in the offices of
the Member alleging the non-compliance within the prescribed time period, the
Notice shall be conclusively presumed to be valid. If a Notice is contested, the
Members shall, within a period of not more than 15 days following receipt of the
response, seek to arrive at a mutually acceptable resolution of the matter(s)
occasioning the Notice. Rancho Palos Verdes shall notify in writing all Members
within 15 days of any Member failing to cure an alleged non-compliance.The non-
delinquent Members will determine the next course of action, which may include
the termination of a Member's participation in the MOU.
A Member whose participation in this MOU has been terminated by the non-
delinquent Members shall receive written notice of such termination. The
terminated Member shall be responsible for all financial obligations due at the time
of termination and for its share of the Project implementation costs through the end
of the then-current quarterly invoicing period. Such Project implementation costs
shall include the remaining fees of any Consultants and Contractors retained
through the end of the then-current quarterly invoicing period. The "then-current
quarterly invoicing period" shall be the last day of the calendar quarter following
the effective date of termination. The"effective date of termination"shall be thirty
(30) days after the Member receives written notice of such termination. The
terminated Member must agree with the non-delinquent Members on the rights to
complete any uncompleted work in the terminated Member's respective
jurisdiction. The terminated Member shall also be responsible for the payment of
any fines, penalties, and costs incurred as a result of its termination and resulting
non-performance of its obligations of the Project.
10. General Provisions.
a. Notices. Any notices, bills, invoices, or reports relating to this MOU, and any
request, demand, statement, or other communication required or permitted
hereunder shall be in writing and shall be delivered to the representatives of the
Members at the addresses set forth in Exhibit"B"attached hereto and incorporated
herein by reference. The Members shall promptly notify each other of any change
of contact information, including personnel changes, provided in Exhibit "B".
Written notice shall include notice delivered via e-mail. A notice shall be deemed
to have been received on(a)the date of delivery,if delivered by hand during regular
business hours, or by e-mail; or(b) on the third business day following mailing by
registered or certified mail (return receipt requested) to the addresses set forth in
Exhibit"B."
b. Attorneys' Fees. If any of the Members is required to initiate or defend or is made
a party to any action or proceeding in any way connected with this MOU, the
prevailing Member in such action or proceeding, in addition to any other relief
which any be granted, whether legal or equitable, shall be entitled to reasonable
attorney's fees,whether or not the matter proceeds to judgment.
c. Administration. For the purposes of this MOU, the Members hereby designate as
their respective Member representatives the persons named in Exhibit "B". The
Member representatives shall administer the terms and conditions of this MOU on
behalf of their respective Member. Each of the persons signing below on behalf of
a Member represents and warrants that he or she is authorized to sign this MOU on
behalf of such Member.
d. Relationship of the Members. The Members are, and shall at all times remain as to
each other,wholly independent entities.No Member to this MOU shall have power
to incur any debt, obligation, or liability on behalf of any other Member unless
expressly provided to the contrary by this MOU.No employee, agent, or officer of
a Member shall be deemed for any purpose whatsoever to be an agent, employee,
or officer of another Member.
e. Binding Effect. This MOU shall be binding upon, and shall be to the benefit of the
respective successors and assigns of each Member;provided,however,no Member
may assign its respective rights or obligations under this MOU without prior written
consent of the other Members.
f. Amendment. The terms and provisions of this MOU may not be amended,
modified, or waived, except by an instrument in writing signed by all non-
delinquent Members.For purposes of this subsection,a Member shall be considered
delinquent if that Member fails to timely pay an invoice as required by Section 6(a),
withdraws pursuant to Section 9(b), or fails to substantially comply with the terms
and/or conditions of this MOU pursuant to Section 9(c).
g. California Law. This MOU shall be interpreted,construed and governed both as to
validity and to performance of the Members in accordance with the laws of the
State of California. Legal actions concerning any dispute, claim or matter arising
out of or in relation to this MOU shall be instituted in the Superior Court of the
County of Los Angeles, State of California. In the event of litigation in a U.S.
District Court, venue shall lie exclusively in the Central District of California, in
the County of Los Angeles, State of California.
h. Voluntary. This MOU is voluntarily entered into for the costs associated with
implementing the Project and Agreement No. D1612201.
i. Severability. If any provision of this MOU is determined by any court to be invalid,
illegal,or unenforceable to any extent,then the remainder of this MOU shall not be
affected,and this MOU shall be construed as if the invalid,illegal,or unenforceable
provision had never been contained in this MOU.
j. Entire Agreement. This MOU, and any documents incorporated herein, constitutes
the entire agreement of the Members with respect to the subject matter hereof.
k. Waiver. Waiver by any Member to this MOU of any term, condition, or covenant
of this MOU shall not constitute a waiver of any other term,condition,or covenant.
Waiver by any Members to any breach of the provisions of this MOU shall not
constitute a waiver of any other provision, not a waiver of any subsequent breach
or violation of any provision of this MOU.
1. No Presumption in Drafting. All Members have been represented by legal counsel
in the preparation and negotiation of this MOU. Accordingly, this MOU shall be
construed according to its fair language. Any ambiguities shall be resolved in a
collaborative manner by the Members and shall be rectified by amending this MOU
as described in Section 9(e).
m. Corporate Authority. The person(s) executing this MOU on behalf of each of the
Members hereto represent and warrant that (i) such party, if not an individual, is
duly organized and existing,(ii)they are duly authorized to execute and deliver this
MOU on behalf of said Member, (iii) by so executing this Member such party is
formally bound to the provisions of this MOU, and(iv)the entering into this MOU
does not violate any provision of any other agreement to which such party is bound.
n. Counterparts. This MOU may be executed in counterparts, each of which shall be
an original, but all of which taken together shall constitute one and the same and
instrument, provided, however, that such counterparts shall have been delivered to
all Members to this MOU.
[SIGNATURE PAGES FOLLOW]
CITY OF PALOS VERDES ESTATES
BETTY LIN PETERSON,MAYOR
Dated: 06/12/18 By:
APPROVED AS TO FORM
CHRISTI HOGIN,CITY ATTORNEY
Dated: 06/12/18 By: 4,
IN WITNESS WHEREOF, each of the Members hereto have caused this MOU to be
executed and attested by its duly authorized officers as of the dates set forth below.
CITY OF RANCHO PALOS VERDES
' ias K . ja .35001A.
Dated: WZ%$ By:Zg---(;"
APPROVED AS TO FORM
(2). 4),L,
Dated:ID 1(4‘ By:
CITY OF ROLLING HILLS ESTATES
Dated: (P11?)Pig By: Britt V.Huff,Mayor
APPROVED AS TO FORM
7/4t/(
Donald M.Davis,City Attorney
Dated: By:
01203.0006/372661.3
EXHIBIT A
ESTIMATION AND ALLOCATION OF COSTS FOR PROJECT
Table 1. Estimated Total Project Costs
LINE ITEM GRANT FUNDS MATCH FUNDS TOTAL
PROJECT
COSTS
Direct Project Administration Costs $ 3,500 $ $ 37,450
33,670+280
Planning/Design/Engineering/Environmental $ 12,000 $ 19,583 $ 31,583
Construction/Implementation $ 578,000 $ 382,321 $ 960,321
Monitoring and Performance $ 6,500 $ 7,797 $ 14,297
Education/Outreach $ 0 $ 0 $ 0
TOTAL $ 600,000 $ 443,371 $1,043,371
Table 2. The Cost Allocation Between Members
Member No. of Catch Basin Percentage of Proportionate Share of
Inserts in Total Project Estimated Local Match
Member's Catch Basins for Project Costs
Jurisdiction *Not including any additional costs in
excess of Grants Funds and Local Match
for Implementation of Agreement No.
D1612201
Rancho Palos Verdes 818 60% $266,023
Rolling Hills Estates 45 3% $13,301
Palos Verdes Estates 505 37% $164,047
Total 1,368 100% $443,371
EXHIBIT B
MEMBER REPRESENTATIVES
Member: City of Rancho Palos Verdes
Section: Department of Public Works
Name: Charles Eder; Elias Sassoon
Address: 30940 Hawthorne Blvd
City, State, Zip: Rancho Palos Verdes, California 90275
Phone: (310) 544-5252
Fax: 310-544-5292
E-Mail: charlese@rpvca.gov;
esassoon@rpvca.gov
Member: City of Palos Verdes Estates
Section: Department of Public Works
Name: Ken Rukavina
Address: 340 Palos Verdes Drive West
City, State, Zip: Palos Verdes Estates, CA 90274
Phone: (310) 750-9819
Fax: (310) 378-7820
E-Mail: krukavina@pvestates.org
Member: Rolling Hills Estates
Section: Department of Public Works
Name: Greg Grammer
Address: 4045 Palos Verdes Drive North
City, State, Zip: Rolling Hills Estates, CA 90274
Phone: (310) 377-1577
Fax: (310) 377-4468
E-Mail: gregg@ci.rolling-hills-estates.ca.us