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Rolling Hills Estates - FY2022-035 MEMORANDUM OF UNDERSTANDING SILVER SPUR ROAD REHABILITATION PROJECT (BETWEEN CRENSHAW BLVD. AND HAWTHORNE BLVD.) THIS MEMORANDUM OF UNDERSTANDING ("MOU") is effective as of JtkiiiJ - 2021, ize,e ..2tkaal,and is between the City of Rolling Hills Estates ("RHE") and the City of Rancho Palos Verdes ("RPV"). RHE and RPV are sometimes referred to as a "Party" and collectively as the "Parties". RECITALS A. RHE intends to proceed with its FY 2021-22 Annual Street Rehabilitation Project, which includes the rehabilitation of Silver Spur Road in the City's commercial district, located between Crenshaw Blvd. and Hawthorne Blvd. RHE's portion of the project on Silver Spur Rd. is generally stated to be located between Crenshaw Blvd and Drybank Drive ("RHE Street Rehabilitation Project"). It should be, noted that this same project in RHE, includes other residential streets to be rehabilitated that are NOT in the scope of this MOU. RPV's portion of the project is generally located between Drybank Drive and Hawthorne Blvd ("RPV Project Portion"). The RHE Street Rehabilitation Project and RPV Project Portion are collectively referred to as the "Project." B. RHE has obtained three proposals for professional engineering services for Design, Construction Management and Inspection for the Project. RHE intends to retain the services of Willdan Engineering for the Project, 'as more particularly described in the proposal ("Proposal") prepared by Willdan Engineering ("Willdan"), which is attached and incorporated by this reference. C. RPV agrees to pay its share of Willdan's services for the RPV Project Portion, including the preparation of engineered drawings, bid assistance for the Project, construction management and inspection services to be performed by Willdan. RPV will also be responsible to pay RHE for the actual Project costs in RPV, upon award of the construction contract to the lowest and most responsible bidder for the Project. D. RHE will serve as the lead agency and will be responsible for making all final decisions for the RHE Street Rehabilitation Project. RPV will serve as the lead agency and will be responsible for making all final decisions for the RPV Project Portion. 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 RPV Project Portion into the overall RHE Street Rehabilitation Project. AGREEMENT 1 RHE - RPV MOU. 21/22 Street Project 48,36-0730-6230 v2 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 RPV Project Portion into the RHE Street Rehabilitation Project. RPV will provide funds to RHE for all costs associated with designing, constructing, coordinating with utilities, inspecting and managing, and administering bids and payments for the RPV Project Portion. 2. Responsibilities of the Parties 2.1 RHE. RHE agrees to do the following: (a) Provide design plans and specifications, inspection services, construction management services, utility coordination, and community outreach services for the RPV 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 RPV for the final RPV Project Portion only, in accordance with Section 2 2(b) below. (c) Advertise for bids and award a construction contract that includes the RPV Project Portion (as an Additive Alternative Bid, in the event that RPV chooses not to move forward with construction of their portion of the Project) as part of the RHE Street Rehabilitation Project. (d) Notify RPV of the lowest responsive and responsible bidder for the RHE Street Rehabilitation Project and provide an itemized bid abstract of costs for the RPV Project Portion. If the portion of the bid for the RPV Project Portion is greater than the engineer's estimate submitted by Willdan, RHE will consult with RPV 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 RHE 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 RHE Street Rehabilitation Project that is awarded the contract (the "Project Contractor") to indemnify and hold harmless both RPV, its officers, employees, and agents and RHE, its officers, employees, and agents to the same extent; require the Project Contractor to obtain an insurance policy that names RPV, its officers, employees, and agents as additional insureds for general and automotive liability policies and to waive any subrogation rights against RPV, its officers, employees, and agents to the same extent RHE requires such contractor to obtain a policy that adds RHE as an additional insured and waives subrogation rights as to RHE, and require Project Contractor to obtain any insurance policy required by law, ,such as workers compensation insurance. 2 RHE — RPV MOU. 21/22 Street Project 4836-0730-6230 v2 (f) Administer the RHE Street Rehabilitation Project design and construction contracts. (g) Invite RPV to participate in inspections and walkthroughs and meetings with the Project Contractor during the construction of the RPV Project, and to work with Project Contractor in good faith to address any of RPV's concerns about the work pertaining to the RPV Project Portion. (h) Provide RPV with requested information from Project Contractor's accounts and records and RHE's accounts and records, within five business days of the request, to identify and account for all costs pertaining to the RPV Project Portion to assure proper accounting for all funds. (i) Deduct only RPV-approved construction contract and construction management costs, including inspection services and community outreach services, relating to the RPV Project Portion from RPV's deposits with RHE. (j) Confer with RPV without delay on all change orders and construction contract claims associated with the RPV Project Portion and obtain RPV's approval, which will not be unreasonably withheld, as to all such change orders and any payments of construction contract claims. (k) Provide RPV with a monthly progress report, which includes at a minimum a final pay estimate of costs for the RPV Project Portion and a monthly balance update for the account in which RPV deposits funds with RHE for purposes of the RPV Project Portion that reflects the amount and substance of deductions by RHE. (I) Refund RPV the remainder of any deposit (except 5% retention held for construction contracts) within 14 days of substantial completion of the RPV Project Portion. (m) Remain responsible for its own costs for the RHE Street Rehabilitation Project. (n) Work cooperatively and in good faith with RPV to implement the RHE Street Rehabilitation Project. 2.2 RPV. RPV agrees to do the following: (a) Provide RHE and its contractors with temporary access to RPV's right of way and easements for performance of the RPV Project Portion, while retaining all rights, obligations, and liabilities with respect to the facilities subject to the RPV Project Portion except as otherwise set forth in this MOU. RPV may reasonably condition such temporary access as it deems necessary. (b) Review bids, and if the total of the bid items for the RPV 3 RHE — RPV MOU: 21/22 Street Project 4836-0730-6230 v2 Project Portion exceeds the engineer's estimates, direct RHE which option RPV 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 RHE to proceed with awarding the contract without any delay. (c) Provide direction and authorization to RHE 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 RHE. (d) Submit an initial deposit in the amount of $42,506, representative of 100% of the Proposal for Professional Engineering Services for Design, Construction Management and Observation as provided by Willdan for the RPV Project Portion, within 14 days after receipt of invoice from RHE. Submit payment for 100% of the bid award amount to be agreed upon by RPV for the construction costs for the RPV Project Portion within 14 days after receipt of invoice from RHE, which invoice will be submitted at the time of the notice of award of contract. (e) Review monthly progress reports from RHE for the RPV Project Portion and provide any requested changes or approvals within two business days unless RPV has requested information from Project Contractor's accounts and records or RHE's accounts and records in which case RPV 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 RHE and the Project Contractor wherein the RPV Project Portion is to be discussed. (g) Submit any additional, approved costs for Willdan's services or construction costs within 14 days after receipt of invoice from RHE. (h) Provide written confirmation to RHE that the RPV Project Portion is substantially complete. (i) Provide written confirmation directly to the Project Contractor that RPV accepts the completed work for the RPV Project Portion. (j) Work cooperatively and in good faith with RHE to implement the RHE Street Rehabilitation Project. 3. Mutual Indemnification. 3.1 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 4 RHE — RPV MOU. 21/22 Street Project 4836-0730-6230 v2 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. 3.2 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. 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. 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. RHE City of Rolling Hills Estates 4045 Palos Verdes Drive North Rolling Hills Estates, CA 90274 Attention: City Manager RPV: City of Rancho Palos Verdes 30940 Hawthorne Blvd Rancho Palos Verdes, CA 90275 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. 5 RHE — RPV MOU. 21/22 Street Project 4836-0730-6230 v2 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. [Signatures on the following page.] 6 RHE — RPV MOU: 21/22 Street Project 4836-0730-6230 v2 THE UNDERSIGNED AUTHORIZED REPRESENTATIVES OF the Parties hereby execute this Agreement as follows: CITY OF ROLLING HILLS ESTATES, a municipal corporation By: (*eq Or-arfimer, City Manager Attest: By: Lauren Pettit, City Clerk CITY OF RANCHO PALOS VERDES, a municipal corporation By: Eric Alegna, Mayor Attest: By: Teresa kaoka, City Cler