DocuSign Envelope ID: 56D43390- E32C- 4754- BF83- EC87619587FE
MEMORANDUM OF UNDERSTANDING BETWEEN CITY OF FAIRFIELD AND CITY OF BENICIA FOR COST SHARING OF. LOPES ROAD PIPELINE RECONSTRUCTION PROJECT
This Memorandum of Understanding for Cost Sharing (" MOU") is entered into on this 19th day of December, 2023, (" Effective Date") by and between the CITYOFFAIRFIELD, a municipal corporation Fairfield"), and the CITY OF BENICIA, a municipal corporation,(" Benicia"), collectively referred to as the Parties."
RECITALS
WHEREAS, in mid -March 2023, the hillside west of Lopes Road along Interstate 680 in Fairfield became saturated from a series of winter rainstorms, causing a failure in Lopes Road that broke Benicia's 36-inch raw water transmission line and Fairfield' s 30-inch potable water line, in addition to other underground utilities;
WHEREAS, Fairfield' s Public Works crews responded to remove mud and debris, and both Fairfield and Benicia declared local emergencies in order to seek assistance from the State and Federal government; WHEREAS, in late March 2023, Governor Newsom announced that the White House approved the State' s request for federal assistance to support local response and recovery efforts; WHEREAS, on June9, 2023, SolanoCounty was added to the list of counties eligible for disaster related assistance from the State and the Federal Emergency Management Agency (" FEMA"); WHEREAS, both Fairfield and Benicia recognize the importance of maintaining and repairing critical infrastructure, includingpipelines, to ensurethe safety, functionality, andwell-beingof their respective communities;
WHEREAS, Fairfield and Benicia have identified a shared need for repair of the slope and Lopes Road, and reconstruction of Benicia's raw water transmission line and Fairfield's potable water line, including designand construction, within their jurisdictions, to addressexistingand potential hazardsandto improve infrastructure resilience (collectively, the " Work" or the " Project"); WHEREAS, Fairfield assisted Benicia in reestablishing Benicia's water supply which hassince been mostly restored through multiple temporary bypasswater lines, which will remain in place until permanent repairs can be made to the hillside, roadway, and underground utilities, and which is intended to remain in continuous operation throughout the Project duration; WHEREAS, Beniciapaid directly for designand installation of the temporary bypasswater linesand such costs are not included in this MOU;
WHEREAS, designfor all permanent repairs isdependent on existingsoil conditions and iscurrently being studied;
WHEREAS, the Parties wish to collaborate on this infrastructure project, sharing costs and resources, in accordancewith California law and leveragingFEMAgrant opportunities to enhancefunding; DocuSign Envelope ID: 56D43390- E32C- 4754- BF83- EC87619587FE WHEREAS, the Parties recognize that cost sharing the project is mutually beneficial to both parties; WHEREAS, the Parties intend that the Project will be designed to minimize any impact to Benicia' s temporary bypasswater lines; and
WHEREAS, the Parties intend to complete the Project by October 31, 2024, avoiding Benicia' s exposure of temporary water lines to a second winter season.
WHEREAS, the Parties have agreed to a Term Sheet for cost sharing for the Project, attached hereto as Exhibit A.
NOW, THEREFORE, in consideration of the premises and covenants contained herein, Fairfield and Benicia agree as follows:
1) Recitals. The Parties acknowledge that the Recitals above are true and correct and are hereby incorporated into this MOU as if fully set forth below. 2) Fairfield Obligations. Fairfield shall be responsible for the following:
a. Secure and manage the design consultant through a selection process mutually agreed upon by the Parties. Design services will include the design of Benicia's reconstructed 36-inch raw water transmission line (approximately 800 linear feet), the design of Fairfield' s reconstructed 30-inch potable water line, and the design of LopesRoad reconstruction and slope stabilization.
b. Timely review of design submittals.
c. Construction bid advertisement, award, contract administration and management, and construction inspection.
d. Facilitate inspection coordination between the Parties. e. Secure and manage geotechnical and geological investigation consultant. f.. Secure and manage environmental consultant.
g. Secure permits for the Work.
h. Seek maximum reimbursement from FEMA and the State, and claim all consultant preliminary engineering and construction costsfor FEMAreimbursement with the exception of City of Benicia Construction Bid Items, defined below. i. Prepare a grant deed including the plat and legal description and issue an easement to Benicia for the reconstructed 36- inch raw water transmission line within Fairfield' s Lopes Road right of way.
DocuSign Envelope ID: 56D43390- E32C- 4754- BF83- EC87619587FE Pay "City of Fairfield Construction Bid Items," defined as including but not limited to the following:
i. Retaining wall and appurtenant items
ii. Roadway excavation
iii. Class 2 aggregate base
iv. Hot mix asphalt
V. Embankment and related items
vi. Subdrains
vii. Roadway drainage
viii. Guard railing
viv. Signing and striping
VV. 30" potable water line
The City of Fairfield will pay for these items directly and will seek maximum reimbursement from FEMA and the State. Such items will not be included in the cost sharing between the Parties.
3) Benicia Obligations. Benicia shall be responsible for the following:
a. Timely review of Project design, geotechnical, and environmental submittals. b. Timely review and reimbursement of cost share.
c. Claim City of Benicia Construction Bid Items for FEMA reimbursement. d. PayCity of Fairfield for City of Benicia's share of the " Shared Construction Bid Items," defined as including but not limited to the following:
i. Mobilization
ii. Construction staking
iii. Construction area signs
iv. Traffic control system
V. Water pollution control
vi. Preparation of water pollution control
vii. Temporary wildlife exclusion fence
viii. Temporary erosion control measures
viv. Hydroseed
VV. Permanent erosion control
vvi. Four - strand barbed wire fence
e. PayCity of Fairfield for " City of BeniciaConstruction Bid Items," defined as including but not limited to the following:
i. Removal of temporary bypasswater lines and manifolds (portion) ii. Purchase and installation of 36" raw water main
iii. Removal of fill for temporary bypass water lines
DocuSign Envelope ID: 56D43390- E32C- 4754- BF83- EC87619587FE iv. Relocation of temporary bypass water lines as needed to accommodate the Project
f. PayCity of Fairfield for City of Benicia's share of the preliminary engineering costs including permitting.
g. PayCity of Fairfield for the cost to prepare the grant deed and easement documents for the 36" raw water line realignment in City of Fairfield right of way. h. Provide existing grant deed easementsfor the City of Benicia's raw water transmission lines to the City of Fairfield for the purpose of preparing the new easement documents. 4) Basis of Cost Sharing.
a. At the time of this MOU, the details and costs of the Project are unknown. The Parties' respective costs for Shared Construction Bid Items shall be shared based on the percentage of work performed on behalf of each Party in comparison to the total Shared Construction Bid Items. The Parties may include this information once determined in a future amendment to this MOU.
b. Design and construction costs for the Project will be billed to Fairfield, and Fairfield will submit invoices to Benicia for reimbursement based upon the cost share ratio to be determined once the total details and costs of the Project are completed. c. Any changesto the means of calculating cost sharing for Shared Construction Bid Items may be modified in writing with the Parties' mutual consent. d. The Parties shall cost share any design contract amendments and construction contract change orders provided that such changesare mutually beneficial to the Parties. e. The Parties shall cost share all fees for geotechnical and geological investigation, environmental clearance and permitting.
5) Legal and Regulatory Compliance. The Parties shall ensure that all aspects of the Project, including designand construction, comply with California law and regulations, aswell as any applicable federal requirements.
6) Notice. Any notices which any party may desire to give to another party under this MOU must be in writing and may be given either by (i) personal service, (ii) delivery by a reputable document delivery service, suchas but not limited to FederalExpress, that providesa receipt showingdate and time of delivery; or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressedto the address of the party as set forth below or at any other address as that party may later designate by Notice:
DocuSign Envelope ID: 56D43390- E32C- 4754- BF83- EC87619587FE To Fairfield: City of Fairfield
1000 Webster Street
Fairfield, California 94533
Attention: City Manager
To Benicia: City of Benicia
250 E L Street
Benicia, California 94510
Attention: City Manager
7) Enforcement. If any party fails to comply with any of the covenants herein and does not cure such failure upon twenty ( 20) days' written notice from another party, it shall be lawful for the other party to prosecute any proceedingsat law or equity againstthe party breachingsuchcovenants. 8) Entire Agreement. This MOU contains the entire understanding between the Parties relating to the obligations of the Parties relating to the subject matter hereof. 9) Applicable Law/Venue. The laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this MOU and also govern the interpretation of this MOU. Any litigation concerningthis MOU shall take place in the superior court of the County of Solano. 10) Attorneys' Feesand Costs. In the event litigation is filed with respect to this MOU, the prevailing party shall be entitled to reasonableattorneys' fees and litigation expensesand the court may determine.
11) Modification. No modification, waiver or discharge of this MOU shall be valid unless the same is in writing and signed by the party against which the enforcement of such modification, waiver or discharge is or may be sought.
12) Amendments: This MOU may be amended by written agreement of both Parties, subject to applicable laws and regulations.
13) Further Assurances. Each party shall take all actions reasonably necessary to implement the terms of this MOU.
14) Assignment. No party shall have the right to assign this MOU, without the prior written consent of the other party.
15) Counterparts. This MOU may be executed in two or more fully or partially executed counterparts, each of which will be deemed an original binding the signer thereof against the other signing party, but all counterparts together will constitute one and the same instrument. 16) Time of Essence. Time is of the essence of this MOU. 17) No Waiver. No waiver of any of the provisions of this MOU shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, nor shall a waiver in any instance constitute a waiver in any subsequent instance. No waive shall be binding unlessexecuted in writing by the party making the waiver.
DocuSign Envelope ID: 56D43390- E32C- 4754- BF83- EC87619587FE 18) Authority. The parties each represent and warrant to the other party that the execution and delivery of this MOUand the performance of their respectiveobligations hereunder havebeen duly authorized by all necessaryaction and this MOU constitutes legal, valid and binding obligations, subject to equitable principles and principles governing creditors' rights generally. 19) Duration: This MOU shall remain in effect until the completion of the Project, including any post -construction activities, or until terminated by written agreementof both Parties.
Signature page to follow.]
DocuSign Envelope ID: 56D43390- E32C- 4754- BF83- EC87619587FE IN WITNESSWHEREOF, the parties hereto, acting by and through their duly authorized representatives, havecaused this MOU to be executed asof the day and year first written above.
CITY OF FAIRFIELD, CITY OF BENICIA,
a municipal corporation a municipal corporation
DocuSigned by:
4ario4.4 6 ilxuau.
i9FA3174A98 490..
David Ga saway L(3 0 r-l" VZ"/- Nn rlu Ianl
City Manager / grcnniti AAT/ tAwA-haA- City Manager
1/ 12/ 2024
Date
I Date
Approved as to form:
Davi' ( G. Llw
City of Fairfield, City Attorney
Approved as to form:
DocuSigned by:
6- 1& CFori3294F30FOAD74E3..
City of Benicia, City Attorney
DocuSign Envelope ID: 56D43390- E32C- 4754- BF83- EC87619587FE
EXHIBIT A
Term Sheet
Fairfield Obligations
Secure and manage design consultant through a selection process mutually agreed upon by Fairfield and Benicia. Designservices will include design of the reconstructed 36" City of Benicia raw water transmission line (approximately 800 linear feet) and design of the reconstructed 30" City of Fairfield potable water line, design of LopesRoadreconstruction and slope stabilization.
Timely review of designsubmittals
Construction bid advertisement, award, contract administration & management, and construction inspection.
Facilitate inspection coordination between agencies
Secure and manage geotechnical & geological investigation consultant Secure and manage environmental consultant
Secure permits for the work
Claim all consultant preliminary engineering and construction costs for FEMA reimbursement with exception of City of Benicia Construction Bid Items (listed below) Prepare grant deed including plat and legal description and issuean easement to City of Benicia for reconstructed 36" raw water transmission line within City of Fairfield's Lopes Road right of way.
Seek maximum reimbursement from FEMA and State for consultant preliminary engineering and construction costs.
Benicia Obligations
Timely review of Project design, geotechnical, and environmental submittals Timely review and reimbursement of cost share
Claim City of BeniciaConstruction Bid Items for FEMAreimbursement PayCity of Fairfield for City of Benicia's share of the SharedConstruction Bid Items PayCity of Fairfield for City of BeniciaConstruction Bid Items PayCity of Fairfield for City of Benicia's share of the preliminary engineering costs including permitting
PayCity of Fairfield for cost to prepare grant deed and easement documents for 36" raw water line realignment in City of Fairfield right of way.
Provide existing grant deed easements for the City of Benicia's raw water transmission lines to City of Fairfieldfor purpose of preparing the new easement documents.
Basis of Cost Sharing
Changesto the means of calculating cost -sharing can be modified with both parties' mutual consent
Agencycosts will be calculated basedupon the local agency FEMAgrant match amounts required for the project
DocuSign Envelope ID: 56D43390- E32C- 4754- BF83- EC87619587FE Costshare mitigation work mutually beneficial to both agencies Construction costs for shared bid items ( i. e. mobilization... see below for list) will be shared based on the percentages of work items for each agency compared to the total construction costs exclusive of the shared bid items
Cost share design contract amendments and construction contract change orders mutually beneficial to both agencies
Cost share geotechnical & geological investigation, environmental clearance and permitting Design and construction costs will be billed to Fairfield. Fairfield will submit invoices to Benicia for reimbursement based on cost share
Project Goals:
Complete construction by October 31, 2024 avoiding City of Benicia's exposure of temporary waterlines to a second winter season.
Ensurecontinuous operation of the City of Benicia's waterline bypassthrough the project area throughout the Project duration. Designof Project shall value minimizing impacts to the City of Benicia' s temporary waterline bypass.
At the time of this MOU, the details of the project to repair the slide, Lopes Roadand the impacted utilities including the City of Benicia raw water transmission line is unknown. The following is a guide for the respective agency's responsibility for potential construction contract items associated with the Project.
Example Shared Construction Bid Items:
Mobilization
Construction staking
Construction area signs
Traffic control system
Water pollution control
Prepare water pollution control
Temporary wildlife exclusion fence
Temporary erosion control measures
Hydroseed
Permanent erosion control
4 strand barbed wire fence
ExampleCity of Fairfield Construction Bid Items
Retaining wall and appurtenant items
Roadway excavation
Class 2 aggregate base
Hot mix asphalt
Embankment and related items
Subdrains
DocuSign Envelope ID: 56D43390- E32C- 4754- BF83- EC87619587FE .
Roadway Drainage
Guard railing
Signing and striping
30" potable water line
ExampleCity of BeniciaConstruction Bid Items
Remove temporary bypass waterlines and manifolds ( portion) Purchase and installation of 36" raw water main -
Remove fill for temporary bypasswaterlines
Relocation of temporary bypasswaterlines as needed to accommodate Project