Cost-Sharing & Project Administration Agreement — Helman/Blodgett Water Line MSMVCD – City of Cotati | Agreement No. MSMVCD-COTATI-2026-WL | Page 1 of 18
COST-SHARING AND PROJECT ADMINISTRATION
AGREEMENT
For the Helman Lane–Blodgett Street Water Line Extension
BY AND BETWEEN
MARIN/SONOMA MOSQUITO & VECTOR CONTROL DISTRICT
a California independent special district
AND
CITY OF COTATI
a California municipal corporation
Agreement No. MSMVCD-COTATI-2026-WL
Dated: ____________________, 2026
Marin/Sonoma Mosquito & Vector Control District
595 Helman Lane, Cotati, CA 94931 | (707) 285-2200
Cost-Sharing & Project Administration Agreement — Helman/Blodgett Water Line MSMVCD – City of Cotati | Agreement No. MSMVCD-COTATI-2026-WL | Page 2 of 18 Table of Contents
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COST-SHARING AND PROJECT ADMINISTRATION AGREEMENT
This Cost-Sharing and Project Administration Agreement (“Agreement”) is entered into as of ____________________, 2026 (the “Effective Date”), by and between the Marin/Sonoma Mosquito & Vector Control District, a California independent special district (the “District”), and the City of Cotati, a California municipal corporation (the “City”). The District and the City are referred to individually as a “Party” and collectively as the “Parties.”
Recitals
A. District Project. The District owns real property located at and around 595–597 Helman Lane, Cotati, California (the “District Property”), and is undertaking the MSMVCD Facility Improvement Project, a building expansion and remodel of the District’s facilities (the “District Project”). The District Project is proceeding through design, environmental review, financing, and construction, with a construction start anticipated in early 2027.
B. City Water Line. The City’s adopted public utility master plan includes an item to connect a fresh water main between Blodgett Street on the north side of the District Property and Helman Lane on the south side.
The City desires to construct a new ten-inch (10”) water main of approximately 750 linear feet, together with a connection to the existing City water main in Helman Lane and a connection to an existing planned utility connection in the Blodgett Street cul-de-sac, which is located within an existing utility easement on the adjacent property at 380 Blodgett Street (APN 046-073-006), thereby forming a looped connection that improves water system reliability in this area of the City (the “Water Line”).
C. Installation Method. The Water Line is to be installed within a new utility easement to be granted by the District across the District Property by open-cut trench for approximately 550 linear feet of 10” PVC C900 pipe and by trenchless horizontal directional bore for approximately 200 linear feet of 10” fused HDPE pipe, with the trenchless segment used to limit surface disturbance and impacts to wetland and California tiger salamander (CTS) habitat present on the District Property.
D. Efficiency of Combined Work. Because the District is already mobilizing design professionals, environmental consultants, and a contractor for the District Project, the City desires to construct the Water Line in coordination with the District Project so as to share mobilization, design, environmental review, and construction efficiencies and to minimize repeated disturbance of the District Property.
E. District as Head Administrative and Supervising Agency. The Parties intend that the District act as the head administrative and supervising agency for the combined work, coordinating the District’s design and construction team, while the City reimburses the District for the costs attributable to the Water Line, plus an administrative fee, all as set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:
Incorporation of Recitals
The recitals set forth above are true and correct and are incorporated into this Agreement as though fully set forth herein.
Cost-Sharing & Project Administration Agreement — Helman/Blodgett Water Line MSMVCD – City of Cotati | Agreement No. MSMVCD-COTATI-2026-WL | Page 4 of 18 Article 1. Definitions
As used in this Agreement, the following terms have the meanings set forth below. Other terms are defined where they first appear.
“Blodgett Easement” means the existing utility easement on the adjacent property at 380 Blodgett Street (APN 046-073-006), within which the Water Line connects to the existing planned utility connection in the Blodgett Street cul-de-sac, as described in Section 7.5. The Blodgett Easement is separate from the Easement and is not granted under this Agreement. “Business Day” or “business day” means Monday through Friday, excluding holidays observed by the State of California, regardless of either Party’s alternative work schedule. “Close-out Costs” means the reasonable, documented costs incurred by the District, at actual cost, to demobilize, secure and stabilize areas disturbed by the Water Line Work as required by the environmental approvals and permits, terminate or close out the Water Line Work of the District Consultants, and complete the final accounting under Article 5. “District Consultants” means the design, environmental, and construction professionals retained for the combined work, including without limitation Capital Program Management, Inc. (“CPM”), Native Sage Environmental Consulting (“Native Sage”) and its subconsultant Pinecrest Research Corporation (“PEC”), Lionakis and its subconsultants BKF Engineers (“BKF”) and Quadriga, and Thompson Builders Corporation (“Thompson Builders”), together with their subconsultants and subcontractors.
“District Project” means the building expansion and remodel of the District’s facilities known as the MSMVCD Facility Improvement Project at the District Property. “District Property” means the real property located in and around 595-597 Helman Lane, Cotati, California.
“Easement” means the new utility easement across the District Property that the District will grant to the City for the Water Line under Section 7.1, and “Easement Area” means the portion of the District Property described in the Easement. The Easement does not include the Blodgett Easement. “Project Managers” means the individuals designated by each Party under Article 3 as its primary point of contact.
“Regulatory Agency” means any federal, state, regional, or local agency with permitting, approval, or enforcement authority over the Water Line Work, including, as applicable, the U.S. Army Corps of Engineers, the U.S. Fish and Wildlife Service, the California Department of Fish and Wildlife, the Regional Water Quality Control Board, and the City when acting in its regulatory capacity. “Water Line Change Authorization” means a written document approved by both Project Managers under Section 4.3 that documents a change to the scope, schedule, or estimated Water Line Costs, including a change order for the Water Line Work under a District Consultant’s contract. The Water Line Change Authorization records the Parties’ approval of the change; the change order itself is issued by the District under the District Consultant’s contract. “Water Line Work” means all design, environmental review, permitting, construction, inspection, and closeout work reasonably necessary to design and construct the Water Line, as described in Exhibit A (Scope of Work).
Cost-Sharing & Project Administration Agreement — Helman/Blodgett Water Line MSMVCD – City of Cotati | Agreement No. MSMVCD-COTATI-2026-WL | Page 5 of 18 “Water Line Costs” means the actual, documented costs incurred by the District that are directly attributable to the Water Line Work, as described in Article 5 and allocated under Exhibit B. “Wetland Mitigation Costs” means costs of avoidance, minimization, mitigation, monitoring, and compensation required by a Regulatory Agency associated with wetland and CTS habitat, as further described in Article 6 and Exhibit B.
Article 2. Purpose and Role of the District as Head Administrative and Supervising Agency
2.1. Purpose. The purpose of this Agreement is to set forth the terms under which the District will administer and supervise the Water Line Work in coordination with the District Project, and under which the City will reimburse the District for the Water Line Costs plus the administrative fee described in Article
5. 2.2. District as Head Administrative and Supervising Agency. The District shall serve as the head administrative and supervising agency for the Water Line Work. In that capacity, the District shall coordinate and direct the District Consultants, manage the schedule and interfaces between the Water Line Work and the District Project, and serve as the single point of contact with the District Consultants for the combined work. The District’s role under this Agreement is contractual and administrative. It is not a designation of lead agency under the California Environmental Quality Act (CEQA), which is addressed in Section 6.1.
2.3. Direction of Consultants. Native Sage, Lionakis, and Thompson Builders, and their respective subconsultants and subcontractors, shall report to and take direction from the District through its Project Manager and CPM with respect to the Water Line Work. The City shall not separately direct the District Consultants, but shall communicate through the District’s Project Manager as provided in Article 3.
2.4. City Retains Ownership of Water Line. Notwithstanding the District’s administering role, the Water Line is a City public facility. Upon acceptance, the City shall own, operate, and maintain the Water Line, subject to the Easement and to Article 7.
2.5. No Joint Venture. Nothing in this Agreement creates a partnership, joint venture, or agency relationship between the Parties beyond the limited administration described herein. Neither Party has authority to bind the other except as expressly provided.
Article 3. Project Managers and Points of Contact
3.1. District Project Manager. The District designates Peter Bonkrude, District Manager, as its Project Manager and primary point of contact for this Agreement. The District’s program manager, Capital Program Management (CPM), shall support the District Project Manager in the day-to-day administration of the Water Line Work. All formal direction to the District Consultants regarding the Water Line Work shall be issued through the District Project Manager or CPM.
3.2. City Project Manager. The City designates Craig Scott, Public Works Director, as its Project Manager and primary point of contact for this Agreement.
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3.3. Coordination. The Project Managers shall confer as reasonably necessary to coordinate the Water Line Work, review progress and costs, and resolve day-to-day issues. Either Party may change its Project Manager by written notice to the other.
3.4. Notices. Formal notices under this Agreement shall be in writing and delivered by hand, email with confirmation, or U.S. mail to the addresses set forth in Article 12.
Article 4. Scope of Work
4.1. Water Line Work. The District shall administer the Water Line Work described in Exhibit A (Scope of Work), attached and incorporated by reference, and shall supervise the District Consultants in its performance.
4.2. Coordination with District Project. The Water Line Work shall be coordinated with the District Project so as to share mobilization and minimize repeated disturbance of the District Property. Where a cost, task, or impact is shared between the Water Line and the District Project, it shall be allocated in accordance with Exhibit B.
4.3. Changes. Changes to the scope, schedule, or estimated Water Line Costs, including each change order for the Water Line Work under a District Consultant’s contract, shall be documented in a Water Line Change Authorization approved by both Project Managers before the affected work proceeds, except in the case of an emergency necessary to protect life, property, or the environment, which shall be documented as soon as practicable thereafter. The City Project Manager shall approve or disapprove each proposed Water Line Change Authorization in writing, stating the reasons for any disapproval, within seven five (57) business days after receiving it with supporting documentation. If the District Project Manager identifies a proposed Water Line Change Authorization as needed to avoid delay to work in the field, the City Project Manager shall approve or disapprove it within two (2) business days. If the City does not respond within thatthe applicable period, the District may proceed with the change, and its cost is a Water Line Cost, if the cost is within the remaining construction contingency shown in Exhibit B, and the District shall give the City written notice that it has proceeded. A change that exceeds the remaining contingency, or that would cause Water Line Costs to exceed the not-to-exceed amount, requires the City’s written approval in every case and is subject to Section 5.7. Costs of delay, standby, or resequencing of the work caused by the City’s untimely review of a Water Line Change Authorization are Water Line Costs.
Article 5. Costs, Administrative Fee, and Payment
5.1. City Responsibility for Water Line Costs. The City shall bear one hundred percent (100%) of the Water Line Costs — that is, the actual, documented costs directly attributable to the Water Line Work, including the City’s Exhibit B allocated share of any shared costs and its Exhibit B allocated share of Wetland Mitigation Costs.
5.2. District Administrative Fee. In consideration of the District’s administration, coordination, supervision and management of the Water Line Work, the City shall pay the District an administrative fee equal to two percent (2%) of the Water Line Costs (the “Administrative Fee”). The Administrative Fee shall be calculated on the Water Line Costs actually incurred and shall be shown as a separate line on each invoice.
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5.3. Estimated Amount. The Parties’ current good-faith estimate of the Water Line Costs and Administrative Fee is set forth in Exhibit B. The estimate is for planning and budgeting only; the City’s obligation is to reimburse actual Water Line Costs plus the Administrative Fee, subject to the not-to-exceed provisions of Section 5.7 and to Section 5.9.
Payment Method
The City shall pay its obligations by progress billing as follows:
5.4. Progress Billing. The District shall invoice the City not more frequently than monthly for Water Line Costs incurred during the billing period, plus the corresponding Administrative Fee. Each invoice shall be supported by reasonable documentation (consultant and contractor invoices, allocation calculations, and, where applicable, proof of payment). The City shall pay each undisputed invoice within thirty (30) days of receipt.
5.5. Documentation and Audit. The District shall maintain records of Water Line Costs and allocations for at least four (4) years after final payment. Upon reasonable notice, the City may inspect and audit such records, at the City’s expense, to verify amounts billed.
5.6. Disputed Amounts. If the City disputes any portion of an invoice, the City shall timely pay the undisputed portion and provide written notice of the disputed portion with the basis for the dispute. The Project Managers shall attempt in good faith to resolve the dispute; unresolved disputes shall be handled under Article 11.
5.7. Not-to-Exceed and Overruns. The District shall not incur Water Line Costs that would cause the total to exceed the not-to-exceed amount stated in Exhibit B without the City’s prior written authorization. The District shall notify the City promptly when incurred plus committed Water Line Costs are reasonably projected to reach ninety percent (90%) of that amount. Permit, plan check, review, and inspection fees of any Regulatory Agency, and Wetland Mitigation Costs, are included in the not-to-exceed amount up to the allowance shown in Exhibit B and are governed by Section 5.9.
5.8. No Markup on Fee. The Administrative Fee is the District’s sole compensation for administering the Water Line Work. The District shall not apply additional markup to pass-through consultant or contractor costs beyond the Administrative Fee, except for shared-cost allocations calculated under Exhibit B. Any markup contained in a District Consultant’s own proposal, such as a consultant’s administrative charge on its subconsultant’s fee, is part of the pass-through cost and is a Water Line Cost.
5.9. Permit Fees and Wetland Mitigation Costs. As of the Effective Date, environmental and regulatory permit fees and Wetland Mitigation Costs attributable to the Water Line have not been determined and are expected to be identified through the revised Initial Study and consultation with Regulatory Agencies.
Exhibit B includes an allowance of $42,554 for these costs, based on a placeholder provided by the City, and the allowance is included in the not-to-exceed amount. The allowance is an estimate only; the City’s obligation is for the actual permit fees and Wetland Mitigation Costs attributable to the Water Line, allocated under Exhibit B and subject to Section 5.7. When such a cost is identified, the District shall provide the City a written estimate with supporting documentation, and the District shall not commit or incur the cost without the City’s prior written approval, which shall be given or refused in writing within seven (7) business days after receipt of the estimate if the cost, together with costs previously approved under this Section, is within the allowance, or within twenty (20) business days after receipt of the estimate Cost-Sharing & Project Administration Agreement — Helman/Blodgett Water Line MSMVCD – City of Cotati | Agreement No. MSMVCD-COTATI-2026-WL | Page 8 of 18 if the cost exceeds the allowance, and shall not be unreasonably withheld. Approved costs shall be billed at actual cost, plus the Administrative Fee, under Section 5.4. If the City does not give or refuse approval within the applicable period, or refuses approval, the District may defer the affected Water Line Work or remove the Water Line from any permit application shared with the District Project, and costs of delay to the Water Line Work caused by the City’s late response or refusal are Water Line Costs.
Article 6. Environmental Review and Wetland Mitigation
6.1. CEQA Coordination. The Water Line is being analyzed as part of the environmental review for the combined work. Under CEQA Guidelines section 15051(d), the Parties designate the City as the lead agency under CEQA for that review. The District, as the proponent of the District Project, is preparing the Initial Study and related documents through the District Consultants for the City’s independent review and adoption, and will act as a responsible agency in approving the District Project. The District’s role as head administrative and supervising agency under Article 2 does not make the District the CEQA lead agency.
The Parties shall cooperate in completing the CEQA review, including the errata and analysis pertaining to the Water Line addition described in Exhibit A. The City, as the entity that will own and operate the Water Line, shall reasonably support the environmental review, including provision of project description information for the Water Line.
6.2. Installation Method and Wetland Impacts. The Water Line shall be installed by open-cut trench for approximately 550 linear feet of 10” PVC C900 pipe and by horizontal directional bore for approximately 200 linear feet of 10” fused HDPE pipe without casing, with the trenchless segment located to limit surface disturbance in wetland and CTS habitat. Pipe materials and installation methods are subject to the City’s water system standards and the City’s approval of the public improvement drawings. Based on information provided by the City, additional impacts to wetland and/or CTS habitat attributable to the Water Line are anticipated to be limited to no more than one-tenth (0.1) of an acre. This estimate shall be confirmed or revised through the updated Biological Resources Assessment and Initial Study, and the City’s share of Wetland Mitigation Costs shall be based on the confirmed impact area.
6.3. City Share of Wetland Mitigation. The City shall bear its allocated share of Wetland Mitigation Costs attributable to the construction of the Water Line and its associated staging, construction access, and bore entry and exit pits, as allocated in Exhibit B. Where wetland or CTS mitigation serves both the District Project and the Water Line, the cost shall be allocated between them by relative area of impact under the formula in Section B-1 of Exhibit B. The City bears no Wetland Mitigation Costs for any area that the District Project would disturb without the Water Line.
6.4. Permits. The District shall coordinate applications for permits from Regulatory Agencies required for the Water Line Work. Regardless of which Party is the named applicant for any permit or for the City’s review of the public improvement drawings, all permit, plan check, review, and inspection fees attributable to the Water Line are Water Line Costs, subject to Section 5.9.
Article 7. Easement, Access, and Ownership
7.1. Grant of Easement. The District shall grant, and the City shall accept, a new utility easement across the District Property for the installation, operation, maintenance, repair, and replacement of the Water Line, in a form and location reasonably acceptable to both Parties. The easement shall be granted by a separate Grant Deed of Easement executed, acknowledged, and recorded in the Official Records of Sonoma County Cost-Sharing & Project Administration Agreement — Helman/Blodgett Water Line MSMVCD – City of Cotati | Agreement No. MSMVCD-COTATI-2026-WL | Page 9 of 18 as part of the project approvals. The Easement shall be substantially in the form agreed by the Parties, including reservation of the District’s continued use of the Easement Area subject to reasonable restrictions to protect the Water Line, the City’s obligation to maintain the Water Line and restore the District Property, City indemnity and insurance, and the District’s right to require relocation of the Water Line at the District’s cost where relocation is reasonably necessary for the District’s use, improvement, or expansion of its facilities on the District Property, subject to reasonable notice, a good-faith process, the City’s approval of the relocation design, which shall not be unreasonably withheld, and the District’s grant of a replacement easement at no cost to the City. The restrictions on the District’s use of the Easement Area shall be limited to the following: the District shall not construct buildings or other permanent structures, or plant trees, over the Water Line within the Easement Area without the City’s written consent, which shall not be unreasonably withheld. Paving, parking, drive aisles, curbs, fencing, lighting, landscaping other than trees, drainage improvements, and utility crossings that meet the City’s standard separation requirements are permitted. The Parties shall locate the Water Line, through the design described in Exhibit A, where it least interferes with the District Project and the District’s planned use of the District Property. BKF, under the Lionakis amendment described in Exhibit A, will prepare the legal description and plat for the Easement, and the City will prepare the grant form. If the City does not record the Easement, the cost of recording is a Water Line Cost.
7.1.1. Priority of Instruments. The recorded Easement governs the real-property interest in the District Property. This Agreement governs cost, payment, and construction administration. In the event of a conflict as to the property interest, the recorded Easement controls.
7.2. Access During Construction. The District shall provide the District Consultants reasonable access to the District Property to perform the Water Line Work, including access to staging areas and the bore entry and exit pits. Staging area(s) for the directional bore are anticipated to require approximately 2,500 to 3,500 square feet, at location(s) coordinated through the District Project Manager.
7.3. Restoration. Areas disturbed by the Water Line Work shall be restored to a condition reasonably equivalent to their pre-construction condition, consistent with the environmental approvals, as a Water Line Cost.
7.4. Ownership and Maintenance After Acceptance. Upon completion, testing, and acceptance of the Water Line, the City shall own, operate, maintain, and be responsible for the Water Line within the Easement, and the District shall have no obligation for its operation or maintenance.
7.5. Rights Outside the District Property. The Water Line extends beyond the District Property onto the adjacent property at 380 Blodgett Street (APN 046-073-006) to connect within the Blodgett Easement in the Blodgett Street cul-de-sac. The City is solely responsible, at its own cost and outside the Water Line Costs, for confirming that the Blodgett Easement permits the Water Line and for securing any other easement, right of entry, or other property right needed for the Water Line outside the District Property, and shall confirm in writing to the District that those rights are in place before construction of that segment begins.
Article 8. Term and Termination
8.1. Term. This Agreement takes effect on the Effective Date and continues until the Water Line Work is complete, the final accounting and payment under Article 5 are made, and the Easement is recorded, unless terminated earlier as provided herein.
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8.2. Termination for Convenience by City. The City may terminate this Agreement for convenience upon thirty (30) days’ written notice. In the event of such termination, the City shall pay to the District all Water Line Costs incurred and non-cancellable commitments made through the effective date of termination, plus the Administrative Fee on those costs, plus Close-out Costs.
8.3. Termination for Cause. Either Party may terminate this Agreement for the other Party’s material breach that remains uncured thirty (30) days after written notice describing the breach. The City remains responsible for Water Line Costs and the Administrative Fees incurred through termination.
8.4. Effect of Termination. Termination does not relieve the City of its obligation to pay for work performed and commitments made before termination, and does not affect provisions that by their nature survive, including indemnity, records/audit, and dispute resolution.
Article 9. Indemnification and Insurance
9.1. City Indemnity. To the fullest extent permitted by law, the City shall indemnify, defend, and hold harmless the District, its board members, officers, employees, and agents from and against claims, damages, losses, and expenses (including reasonable attorneys’ fees) to the extent arising out of the Water Line Work, the City’s ownership and operation of the Water Line, or the City’s negligent acts, errors, or omissions under this Agreement, except to the extent caused by the District’s sole negligence or willful misconduct.
For claims arising out of the Water Line Work, the City’s obligations under this Section apply only to the extent the claim is not caused by the negligence or willful misconduct of a District Consultant and the resulting loss is not paid under a District Consultant’s indemnity or insurance.
9.2. District Indemnity. To the fullest extent permitted by law, the District shall indemnify, defend, and hold harmless the City, its elected and appointed officials, officers, employees, and agents from and against claims, damages, losses, and expenses (including reasonable attorneys’ fees) to the extent arising out of the Water Line Work, orWater Line Work, or District’s negligent acts, errors, or omissions under this Agreement, except to the extent caused by the City’s sole negligence or willful misconduct.
9.3. Consultant and Contractor Indemnity and Insurance. The District shall require the District Consultants performing Water Line Work to indemnify the City to the same extent they indemnify the District under their contracts, to carry commercially reasonable insurance (commercial general liability, automobile, workers’ compensation, and, for design professionals, professional liability), and to name the District and the City, its elected and appointed officials, officers, employees, and agents, as additional insureds where appropriate, consistent with the District’s standard contracting requirements and applicable law. On request, the District shall give the City copies of the indemnity and insurance provisions of the District Consultants’ contracts and the certificates and endorsements naming the City.
9.4. Tender to District Consultants. The District shall promptly tender any claim arising out of the Water Line Work to the responsible District Consultants and their insurers, shall reasonably pursue its indemnity and insurance rights against them, and, at the City’s request, shall assign to the City the District’s rights against a District Consultant for that claim, to the extent those rights are assignable.
Article 10. Standard of Performance and Cooperation
10.1. District Standard. The District shall administer the Water Line Work in a diligent and workmanlike manner consistent with the standard applicable to a public agency administering similar public works, but Cost-Sharing & Project Administration Agreement — Helman/Blodgett Water Line MSMVCD – City of Cotati | Agreement No. MSMVCD-COTATI-2026-WL | Page 11 of 18 does not guarantee the performance of the City-owned Water Line or the work of the District Consultants beyond the District’s reasonable administration.
10.2. Cooperation. Each Party shall reasonably cooperate, provide information, and act in good faith and with reasonable promptness in reviews, approvals, and decisions necessary to keep the Water Line Work on schedule.
10.3. Coordination of Projects. The Parties shall cooperate in good faith to coordinate the Water Line Work and the District Project so that both are completed with the least practicable impact on the Parties, the District’s operations, and the public, including by coordinating schedules, site access, staging, and public notice. Nothing in this Section requires the District to delay or modify the District Project for the benefit of the Water Line Work except as the District agrees in writing.
Article 11. Dispute Resolution
11.1. Meet and Confer. The Project Managers shall first attempt to resolve any dispute. If unresolved within fifteen (15) days, the dispute shall be escalated to the District Manager and the City Manager (or their designees), who shall meet and confer in good faith.
11.2. Mediation. If the dispute remains unresolved thirty (30) days after escalation, before either Party commences litigation, the Parties shall submit the dispute to non-binding mediation before a mutually agreeable mediator, with the cost shared equally between the Parties.
11.3. Governing Law and Venue. This Agreement is governed by the laws of the State of California.
Venue for any action shall be in the Superior Court of California, County of Sonoma.
Article 12. General Provisions
12.1. Notices. All notices shall be delivered to:
To the District: To the City:
Marin/Sonoma Mosquito & Vector Control District
Attn: Peter Bonkrude, District Manager
595 Helman Lane
Cotati, CA 94931
(707) 285-2200
[email protected]
City of Cotati
Attn: City Manager
201 W. Sierra Avenue
Cotati, CA 94931
(707) 665-3622
[email protected]
12.2. Entire Agreement. This Agreement, including its Exhibits, together with the Easement, constitutes the entire agreement between the Parties concerning the Water Line Work and supersedes prior negotiations and understandings on that subject.
12.3. Amendment. This Agreement may be amended only by a written instrument signed by both Parties, except that Water Line Change Authorizations approved by both Project Managers under Section 4.3 are effective for the matters they address.
12.4. Assignment. Neither Party may assign this Agreement without the other Party’s prior written consent.
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12.5. Severability. If any provision is held invalid by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
12.6. No Third-Party Beneficiaries. This Agreement is for the benefit of the Parties only and confers no rights on the District Consultants or any other third party.
12.7. Counterparts and Electronic Signatures. This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original.
12.8. Authority. Each signatory represents that he or she is authorized to execute this Agreement on behalf of the Party for which he or she signs, subject to any required governing-body approval.
Signatures
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
MARIN/SONOMA MOSQUITO & VECTOR
CONTROL DISTRICT
By: Peter Bonkrude District Manager
Date
Approved as to form:
District Counsel
CITY OF COTATI
By: ____________________ City Manager
Date
Approved as to form:
City Attorney
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EXHIBIT A
Scope of Work — Helman Lane–Blodgett Street Water Line
A-1. Project Description
On behalf of the City of Cotati, the District will administer the design and construction of a new ten-inch (10”) water main of approximately 750 linear feet extending across the District Property to connect the existing City water main in Helman Lane (south) with an existing planned utility connection in the Blodgett Street cul-de-sac (north), located within the Blodgett Easement on the adjacent property at 380 Blodgett Street (APN 046-073-006), forming a looped connection that improves water system reliability in this area of the City. Across the District Property, the Water Line will be placed within the Easement, a new utility easement to be granted by the District under Section 7.1 and recorded as part of the project approvals.
A-2. Construction Method
The Water Line will be installed by a combination of open-cut and trenchless methods, consistent with the construction pricing used for the Exhibit B estimate (CPM, Option 2): approximately 550 linear feet of 10” PVC C900 pipe installed by open-cut trench and cover, and approximately 200 linear feet of 10” fused HDPE pipe installed by horizontal directional bore without casing, including bore entry and exit pits. The trenchless segment is intended to limit surface disturbance and impacts to wetland and CTS habitat. Pipe materials are subject to the City’s water system standards and approval of the public improvement drawings.
Typical elements include:
• Bore entry and exit pits sized for the directional drilling rig, drilling fluid management, and pullback of the fused HDPE pipe.
• Fusion of HDPE pipe sections and connection of the HDPE segment to the PVC C900 segments with appropriate transition fittings.
• Open-cut trench, pipe bedding, backfill, and surface restoration for the approximately 550-foot open-cut segment.
• Connections (points of connection) to the existing City water mains at Helman Lane and in the Blodgett Street cul-de-sac.
• Boring duration to be confirmed by the contractor, plus connection, testing, and restoration. • Staging area of approximately 2,500–3,500 square feet at location(s) coordinated with the District.
A-3. Design and Plan Set
Revisions to the combined Plan Set / Utility Plan to show the Water Line, the points of connection at Helman Lane and the Blodgett Street cul-de-sac, the open-cut segment, the directional bore entry and exit pits within the Easement, the physical access points at either end, and the equipment and materials staging area(s). Civil design and coordination to be provided through the District’s design team and CPM.
Design services are as described in the Lionakis Add Service Proposal – Public Water Main (Amendment No. 2, September 4, 2026), with civil engineering by BKF and landscape architecture by Quadriga: (1) legal description and plat for the Easement; (2) Civil Public Improvement Drawings for the Water Line in the City’s required format, submittal to the City, and response to up to two sets of City comments; (3) meetings Cost-Sharing & Project Administration Agreement — Helman/Blodgett Water Line MSMVCD – City of Cotati | Agreement No. MSMVCD-COTATI-2026-WL | Page 14 of 18 and project management; (4) construction support services and record drawings for the Water Line; and (5) coordination with the District’s CEQA consultant and up to three CEQA exhibits. A topographic survey of the Water Line area will be performed by BKF under Additional Service Request 01 (August 24, 2026).
Items excluded from the Lionakis proposal, including geotechnical engineering, title and boundary survey work, and SWPPP preparation, are not included in the Lionakis amount shown in Exhibit B. If required for the Water Line, they are Water Line Costs handled under Section 4.3 unless already itemized in the construction pricing used for Exhibit B. The District Project already has a geotechnical report and SWPPP coverage. Each will be supplemented for the Water Line, including borings for the trenchless segment, and the cost of each supplement is a Water Line Cost.
A-4. Environmental Review (CEQA)
Preparation of the text edits and analysis pertaining to the Water Line addition, to be provided as an errata sheet to the Administrative Draft Initial Study (IS) Checklist so the City reviewer can review the Water Line changes separately from the base Ad-Draft IS. The errata will add the Water Line narrative to the Project Description and add text and analysis to at least the following IS Checklist sections:
• Aesthetics
• Biological Resources
• Cultural Resources
• Geology / Soils
• Noise
• Utilities and Service Systems
• Mandatory Findings of Significance
Additional IS Checklist sections (for example, Land Use or Transportation / Traffic) will be addressed if the City determines they are warranted. Environmental work to be performed by Native Sage and its subconsultants under the District’s direction, as described in the Native Sage scope of work dated September 29, 2026, including an update to the Biological Resources Assessment by PEC, consultation with the Anthropological Services Center at Sonoma State University, permitting specific to the Water Line, and responses to City comments on the errata and the Public Draft IS.
A-5. Wetland / CTS Mitigation
Coordination and implementation of avoidance, minimization, and any required mitigation and monitoring associated with wetland and CTS habitat attributable to the Water Line. Based on the trenchless method, additional impacts attributable to the Water Line are anticipated to be limited to no more than 0.1 acre. PEC has noted that, where it is not bored, the Water Line may require trenching through jurisdictional wetland and Critical Habitat for the Sonoma DPS of California tiger salamander; the impact area will be confirmed in the updated Biological Resources Assessment. The City’s allocated share of Wetland Mitigation Costs is addressed in Exhibit B and Section 5.9.
A-6. Construction Administration and Closeout
Cost-Sharing & Project Administration Agreement — Helman/Blodgett Water Line MSMVCD – City of Cotati | Agreement No. MSMVCD-COTATI-2026-WL | Page 15 of 18 Construction by Thompson Builders under the District’s administration, including inspection, testing, disinfection, connection, restoration of disturbed areas, and closeout documentation. Upon acceptance, the Water Line becomes a City-owned facility per Article 7.
A-7. Roles
The District (through Peter Bonkrude, District Manager) and CPM (Omar Peña) serve as the points of contact and administer the Water Line Work. Native Sage (Christine Schneider) and PEC, Lionakis (Candace Harrison) with BKF and Quadriga, and Thompson Builders report to and take direction from the District for the Water Line Work. The City provides project description information, timely reviews and approvals, and funding as set forth in the Agreement and Exhibit B.
Cost-Sharing & Project Administration Agreement — Helman/Blodgett Water Line MSMVCD – City of Cotati | Agreement No. MSMVCD-COTATI-2026-WL | Page 15 of 18 Cost-Sharing & Project Administration Agreement — Helman/Blodgett Water Line MSMVCD – City of Cotati | Agreement No. MSMVCD-COTATI-2026-WL | Page 16 of 18
EXHIBIT B
Cost Allocation and Estimate
B-1. Cost Allocation Principles
Water Line Costs are the actual, documented costs directly attributable to the Water Line Work. Costs that serve only the Water Line are allocated 100% to the City. Costs that serve both the Water Line and the District Project (shared costs) are allocated between them as stated below. The 2% Administrative Fee applies to the City’s allocated Water Line Costs only, not to the District Project. • Water-line-only costs: open-cut and directional bore installation, 10” PVC C900 and fused HDPE pipe, points of connection, staging, access, and restoration for the Water Line, construction contingency, topographic survey, Water Line design, Easement legal description and plat, and CEQA coordination (Lionakis Amendment No. 2), CEQA errata for the Water Line, CPM Amendment No. 1, and Water-Line-specific permits — allocated 100% to the City. • Shared costs: a cost that serves both the Water Line and the District Project, and is not already included in the Water Line construction price, is allocated in proportion to each project’s measured use of the item (for example, days of use for shared equipment or a shared staging area, or square feet of disturbance for restoration). The District shall show the measurement and the calculation with the invoice. As of the Effective Date, no such cost is included in the estimate below; staging, access, and restoration for the Water Line are included in the construction price.
Wetland mitigation is allocated as stated in the next paragraph. • Wetland mitigation: the City bears the share attributable to the Water Line’s incremental impact (anticipated ≤ 0.1 acre), allocated by relative acreage of impact unless the Parties agree otherwise in writing. “Incremental impact” means the acreage of wetland or CTS habitat disturbed by the Water Line Work, including its staging, construction access, and bore entry and exit pits, that lies outside the area the District Project would disturb without the Water Line, as mapped in the updated Biological Resources Assessment. The City bears no Wetland Mitigation Costs for any part of the Water Line that lies within the District Project’s own disturbance area, for example beneath paving or other improvements built as part of the District Project. If a mitigation requirement or a wetland or CTS permit fee is charged separately for the Water Line, the City pays that amount. If a single mitigation requirement or wetland or CTS permit fee covers both projects (for example, a single permit or a single mitigation credit purchase for the combined work), the City’s share is the cost multiplied by the Water Line’s incremental impact acreage outside of the areas impacted by the District project and divided by the total impact acreage covered by that requirement or fee.
• B-2. Estimated Water Line Costs
The following is a good-faith planning estimate only. Dollar figures are taken from the consultant proposals, CPM Amendment No. 1, and CPM’s construction pricing listed below. The City reimburses actual costs plus the Administrative Fee, subject to the not-to-exceed amount. Contingency is billed only to the extent actually used.
Cost-Sharing & Project Administration Agreement — Helman/Blodgett Water Line MSMVCD – City of Cotati | Agreement No. MSMVCD-COTATI-2026-WL | Page 17 of 18 Water Line Cost Component Allocation Basis Estimated Amount Water Line design, legal description and plat,
construction support, CEQA coordination (Lionakis
Amendment No. 2: Lionakis / BKF / Quadriga)
100% City $55,795.00
Topographic survey (BKF Additional Service Request
01; reimbursables billed at actual)
100% City $3,500.00
CEQA errata & analysis — Water Line (Native Sage
$47,175; PEC $5,250 plus 10% admin $525)
100% City $52,950.00
Environmental / regulatory permit fees (Water Line) 100% City Included in allowance below Construction: 550 LF open-cut 10” PVC C900 and 200
LF directional bore 10” fused HDPE (no casing), bore
pits, connections (Thompson Builders; CPM pricing
Option 2)
100% City $320,150.00
Construction design/escalation contingency (15% of
construction)
100% City $48,022.50
Staging, access, restoration 100% City Included in construction Wetland / CTS mitigation Allowance — Water Line
share (≤ 0.1 ac); including permit fees (Section 5.9)
Prorated by impact $42,554.00
CPM / project management attributable to Water Line
(CPM Amendment No. 1)
100% City $51,000.00
Subtotal — Water Line Costs (including Section 5.9
allowance)
$573,971.50
District Administrative Fee (2% of Water Line
Costs)
2% $11,479.43
TOTAL ESTIMATED CITY OBLIGATION $585,450.93
Sources: Lionakis Add Service Proposal – Public Water Main, Amendment No. 2 (September 4, 2026); BKF Additional Service Request 01 (August 24, 2026); Native Sage scope of work (September 29, 2026) with PEC Estimate PEC00780 (September 29, 2026); CPM Contract Amendment #1; CPM construction pricing, Option 2 (October 2, 2026); City of Cotati placeholder for permit fees and wetland mitigation (October 2, 2026).
Not-to-Exceed Amount: $585,450.93 (Water Line Costs plus Administrative Fee, including the allowance for permit fees and Wetland Mitigation Costs under Section 5.9). The District will not exceed this amount without the City’s prior written authorization (Section 5.7).
Cost-Sharing & Project Administration Agreement — Helman/Blodgett Water Line MSMVCD – City of Cotati | Agreement No. MSMVCD-COTATI-2026-WL | Page 17 of 18 Cost-Sharing & Project Administration Agreement — Helman/Blodgett Water Line MSMVCD – City of Cotati | Agreement No. MSMVCD-COTATI-2026-WL | Page 18 of 18
EXHIBIT C
Water Line Alignment — Reference Exhibit
The following aerial reference depicts the general Water Line alignment across the District Property between Helman Lane (south) and Blodgett Street/Circle (north). The final alignment, easement location, points of connection, bore entry and exit pits, and staging area(s) shall be as shown on the approved Plan Set / Utility Plan and the recorded Easement.
Figure C-1. General Water Line alignment (red) across the District Property. Illustrative only.