AgdaPkt 2020-12-07 Amended Joint SA PFA

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5.A. - Page 16 of 29 activities in this Paragraph 4.A., including costs for Vendors and staff time, will be invoiced pursuant to Paragraph 5.B. (Invoicing) below. The District shall be the owner of the Project improvements. 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. If the District withdraws from the MOU after completion and acceptance of construction of the Project, the remaining Parties will meet and confer to negotiate an agreement regarding ownership, Operations and Maintenance Activities for the Project. B. Land Rights. The District will facilitate negotiations to secure all temporary and permanent real property easement rights necessary to construct, operate and maintain the Project, with the direct involvement of all parties to each easement agreement. All easements required for the Project shall be jointly held by the District, Redwood City, Menlo Park, and the County, unless otherwise agreed by the Parties. The Parties shall cooperate with one another to grant any necessary easements within their respective jurisdictions. All costs incurred to secure the requisite easements shall be paid from the Parties' contributions under this MOU; and will be invoiced by the District pursuant to Paragraph 5.13. (Invoicing) below. C. Construction Project Coordination. Staff from each Party will participate in and support the District's management of construction through a working group known as the Project Team, which may meet, as appropriate, to ensure proper Project coordination. A separate Communications Working Group of representatives of the District, Redwood City, Menlo Park, and County will be responsible for coordinating public outreach activities by their respective jurisdictions but will be coordinated through the District so that there is consistent messaging. D. Operation and Maintenance Activities. For five (5) years following the completion of construction of the Project, Redwood City will be responsible for performing Operation and Maintenance Activities on behalf of the Parties; and the costs of such Operation and Maintenance Activities shall be shared by the Parties as provided in Paragraph 5 (Project Costs and Payment Calculations) below. To ensure sufficient funding to timely pay the costs of Operation and Maintenance Activities, the District will on a quarterly basis invoice the other Parties and pay Redwood City throughout the 5 -year post -construction completion period pursuant to Paragraph 5.B. (Invoicing) below according to the Parties' respective percentages of Shared Obligation as set forth in Paragraph 5.A. (Project Costs and Payment Calculations) below. The Parties' obligations to pay their respective percentages of Operation and Maintenance Activities costs for the initial 5 -year period shall survive their withdrawal from, and the expiration of, this MOU. If Redwood City withdraws from the MOU, the remaining Parties will meet and confer to negotiate an agreement regarding how Operation and Maintenance Activities will be handled for the remainder of the Term. Redwood City and the District may enter into a separate agreement to address performance of Operation and Maintenance Activities by Redwood City on behalf of the Parties. E. Mitigation Activities. During the 5 -year post -construction period, the District will be responsible for performing the Project's Mitigation Activities on behalf of the Parties and the costs of such Mitigation Activities shall be invoiced by the District on a quarterly basis throughout the 5 -year post -construction completion period pursuant to Paragraph 4.A. (District As Lead Agency) and Paragraph 5.13. (Invoicing) according to the Parties' respective percentages of Shared Obligation as set forth in Paragraph 5.A. (Project Costs and Payment Calculations) below. The Parties' obligations to pay their respective percentages of Mitigation Activities costs for the initial 5 -year period shall survive their withdrawal from, and the expiration of, this MOU. If the District withdraws from the MOU after the construction and acceptance of Project, the remaining Parties will meet and confer to negotiate an agreement regarding how Mitigation Activities will be handled for the remainder of the Term. 19 ATTY/AGR.2020.270/FSLRRD, Atherton, Menlo Park and County (MEMORANDUM OF UNDERSTANDING) (Page 3 of 15)