AgdaPkt 2020-12-07 Amended Joint SA PFA

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5.A. - Page 15 of 29 1. Purpose. The purpose of this MOU is to establish the terms and conditions for the sharing of costs and responsibilities among the Parties for the construction, operation and maintenance of the Project, which entails completing Project design; securing all permits not secured under the Design MOU; and securing and assigning all necessary property rights; completing construction; and, for five (5) years following completion of construction, conducting operations and maintenance of the new Project facilities ("Operation and Maintenance Activities"), and monitoring, implementing, and reporting on mitigation actions required by environmental regulatory permits ("Mitigation Activities"), as described in Exhibit "A" attached to this MOU and incorporated by this reference ("Scope of Work"). 2. Term of MOU and Withdrawal by a Party. A. Term. This MOU is effective upon the day and date last signed and executed by the duly -authorized representative of each Party ("Effective Date") and shall remain in full force and effect until five (5) years after construction of the Project is completed and accepted ("Term"). B. Withdrawal by Party. Any Party may withdraw from this MOU, with or without cause, at any time during the Term upon 90 days written notice to all other Parties ("Notice of Withdrawal"), and such withdrawal shall take effect 90 days after the date of the Notice of Withdrawal ("Effective Date of Withdrawal"). A withdrawing Party will be responsible for its entire percentage share of all Project expenses through completion of the Project construction,l�us its entire share of the cost of Operation and Maintenance Activities and Mitigation Activities for the 5 -year period following completion of the Project construction, as provided in Paragraphs 4 (Responsibilities of the Parties) and 5 (Project Costs and Payment Calculations) below; provided, however, that if bids for construction of the Project are higher than estimated, the Parties shall meet and confer to determine how and whether to proceed with the Project. Under this scenario, if any Party withdraws due to the increase in Project costs that would also impact its financial contribution, the Party may withdraw without being responsible for any further payment beyond what has already been incurred before the Effective Date of Withdrawal. As the District is the awarding body for the Project, the District may not withdraw from the MOU before completion and acceptance of construction of the Project, once awarded. C. Survival. Any Party that withdraws from this MOU shall remain subject to the provisions of this Paragraph 2 and Paragraph 8.A. (Indemnification) with respect to any event or occurrence taking place before the Effective Date of Withdrawal. 3. Authorizations. The Chief Executive Officer of the District, City Managers of the City of Redwood City, City of Menlo Park, and the Town of Atherton, and County Manager of the County of San Mateo, or their respective designees, are authorized to extend the Term, modify due dates, resolve conflicts, or otherwise grant approvals on behalf of their respective agencies, provided such approvals are not vested in the authority of the agency's governing board, and provided that any approval requiring payment of funds in excess of appropriated funds shall require governing board approval of the appropriations of such additional funds. All such requests and approvals shall be in writing. 4. Responsibilities of the Parties. A. District As Lead Agency. The District will serve as the Lead Agency under CEQA for the purpose of environmental permitting compliance and, unless otherwise agreed by the Parties, will be the contracting agency for all consultants and contractors ("Vendors") to be retained to perform work on the Project as set forth in the Scope of Work. The District will also manage on behalf of the Parties the day-to-day work associated with planning, permitting, design, construction, and mitigation of the Project and communication with the Vendors. All costs associated with District's 18 ATTY/AGR.2020.270/FSLRRD, Atherton, Menlo Park and County (MEMORANDUM OF UNDERSTANDING) (Page 2 of 15)