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HomeMy WebLinkAboutMOUMEMORANDUM OF UNDERSTANDING BETWEEN SAN DIEGO UNIFIED PORT DISTRICT AND THE CITY OF RATIONAL CITY FOR FUNDING FOR THE' WAYFINDING SIGNAGE PROGRAM This MEMORANDUM OF UNDERSTANDING is entered into by the SAN DIEGO UNIFIED PORT DISTRICT, a public corporation, hereinafter called "District," and the CITY OF NATIONAL CITY, a municipal corporation, hereinafter called "City,": WHEREAS, the District approved Board of Port Commissioners (BPC) Policy No. 720, to establish funding for the development or improvement of the capital assets of the Port District through a Capital Improvement Program (CIP) policy. WHEREAS, the District, on July 6, 2010, established the Maritime Terminal Impact Fund (MTIF) with an initial capital contribution of Five Hundred Thousand dollars ($500,000) with annual one- half of one percent (.5%) of gross maritime terminal revenues earned from the operation of the Tenth Avenue Marine Terminal and The National City Marine Terminal annually. WHEREAS, the District includes as part of its BPC Policy No. 120, a provision for the inclusion of off -tidelands projects in the CIP. WHEREAS, the District, as stated in Policy No. 120, defines "Off Tideland Impacts" as impacts to communities adjacent to, directly associated with, or which are a result of the District's maritime terminals and other operations, which are of a unique, adverse or exclusionary nature. WHEREAS, the District amended BPC Policy No. 120, on March 4, 2014, to allow out of cycle project requests to be considered by the BPC for Maritime Terminal Impact Fund (MTIF) projects. WHEREAS, the City submitted a project request for District funding of the National City Wayfinding Signage Program (Project) pursuant to the CIP policy for the MTIF. WHEREAS, the District and the City have had cooperative discussions regarding the Project. WHEREAS, the City has submitted a project application form for the Project requesting up to Two Hundred Fifty Thousand dollars ($250,000) from the District's MTIF for the Project. WHEREAS, the District previously allocated One Hundred Seventy -Five Thousand dollars ($175,000) from the MTIF in the CIP for the Tidelands Avenue and Civic Center Drive Resurfacing project at the request of the City. WHEREAS, the City has requested the District to remove the Tidelands Avenue and Civic Center Drive Resurfacing project from the Fiscal Year 2014-2018 CIP and reallocate the One Hundred Seventy -Five Thousand dollars ($175,000) in MTIF funds from that project to the D2# 912672 Project, in addition to new funding of Seventy -Five Thousand dollars ($75,000) from the District's MTIF to the Project. NOW THEREFORE, the parties hereto agree to enter into this MOU effective as of this day of , 2014. 1. The term of this MOU shall be 2 years from the date of District's BPC approval. 2. City shall be solely responsible for the Project and shall act as overall Program Manager for the implementation of the Project. The design and construction may be carried out by the contractor retained by the City with prevailing wages paid. 3. The District agrees to reimburse the City a total amount not to exceed Two Hundred Fifty Thousand dollars ($250,000) to the Project for design and construction. 4. As a prerequisite for payment, the City shall invoice the District for costs necessary to design and construct the Project. The City's invoice to the District shall not exceed fifty percent (50%) of the amount the City has already paid to the Contractor retained by the City who is performing the design or construction work for the Project. The invoice shall be accompanied by invoices and receipts from the contractor and proof of payment by the City for the work. 5. Invoices shall include documentation, to the satisfaction of the District, of all work performed. All invoices for reimbursement shall be received by the District prior to the end of the MOU term. 5. Within thirty (30) days of receipt of the invoice, the District will review the invoices and submit for payment to the City for the reimbursable amount as outlined herein to the City for the Project. 7 City is solely responsible for its fifty -percent (50%) costs share and any other amounts needed to complete the Project over and above the amount provided by the District hereunder. The City's funding may come from grants or other sources as determined by the City. 8. In the event the Project is not completed prior to the end of the MOU term, the City shall pay back all monies provided by the District under this fv1OU, unless both parties execute a formal amendment to the MOU extending the term due to unforeseen and/or extenuating circumstances prior to the end of the MOU term. 9. Pursuant to Port Act, Section 30.5 District shall notify State Lands Commission of the MOU within ten (10) days of the final execution of the MOU. 10. The District has no obligation under the MOU until the 60-day notice period to State Land's Commission expires without objection from State Land's Commission. 11. The City and District agree the Project's purpose is to: D2# 912672 a. direct visitors and residents to key attractions, amenities, and features, located on, or adjacent to, District Tidelands, b. enhance urban design, c. reinforce community identity, d. reduce confusion for drivers, pedestrians, and bicyclists, e, improve access for District tenants, f. improve land use compatibility with roadway network, g. improve traffic flow and enhance safety, and h. mitigate off -tidelands impacts to the adjacent communities from the District's maritime terminals including traffic impacts, difficulty in way finding, and other impacts addressed by the purposes above. 12. The City and District agree that the "Basis of Design" and the "Final Plans and Specifications" for the design and development of the Project shall include: a. The design of the proposed signage including: theme, user, height, size, color, lighting, graphics, language, structure. b. The specifications of signage to be used including: fabrication standards and methods, material, dimensions, fittings, warranty, maintenance, c. The location and direction of each sign, and d. The message for each sign for each location. 13. The City and District agree the "Basis of Design" shall be defined as thirty percent (30%) completion of the Project's design and development phase. 14. The City and District agree the "Final Design Plans and Specifications" are at one hundred percent (100%) of the Project's design and development phase, after approval from the City Planning Commission and City Council, but prior to the City beginning fabrication and installation of signage. 15. The City shall submit the "Basis of Design" for the Project to the District for review, comment and approval. The District shall have forty-five (45) days to review and provide comments in writing to the City. 16. The City shall submit the "Final Design Plans and Specifications" for the Project to the District for review, comment and approval. The District shall have forty-five (45) days to review and provide comments in writing to the City. 17. The District's review comments on the "Basis of Design" and " inai Design P✓iens and Specifications" for the Project shall not relieve the City of obligations under the terms set forth in this agreement or those by the State or Federal agencies, nor shall it iriipose any responsibility or liability on District for such design or construction of the Project 18. The District shall have no further obligation to reimburse the City for its costs to contractors for the Project if the District determines the "Basis of Design" or "Final Design Plans and Specifications" for the Project are not consistent with District policy, the Project description or the location, or if the District has any overall Project concerns. D2# 912672 19. In case of any unforeseen circumstances or a dispute relating to this MOU, City and District will meet in good faith to resolve issues. 20. Upon authorization by the Board of Port Commissioners, the District's FY 2014- 2018 CIP will he amended to include the Project. The City agrees to the reallocation of MTIF funds of One Hundred Seventy -Five Thousand ($175,000) from the Tidelands Avenue and Civic Center Drive CiP project to the City's Project. 21. The District shall remove the Tidelands Avenue and Civic Center Drive Resurfacing project from the Fiscal Year 2014-2018 CIP. 22. Upon authorization by the District's BPC, the District will provide total funding, not to exceed Two Hundred Fifty Thousand ($250,000) for the Project. The Two Hundred Fifty Thousand ($250,000) funding shall include One Hundred Seventy Five Thousand ($175,000) from the Tidelands Avenue and Civic Center Drive Resurfacing project and an additional Seventy -Five Thousand Dollars ($75,000) from the MTIF. 23. All obligations of the parties under the terms of this MOU are subject to the appropriation of the required resources by the parties and the approval of their respective Councils or Board of Commissioners. 24. This MOU shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this MOU, the action shall be brought in a state or federal court situated in the County of San Diego, State of California. 25. Ail terms, conditions and provisions hereof shall inure to and shall bind each of the parties hereto, and each of their respective heirs, executors, administrators, successors, and assigns. 26. For purposes of this MOU, the relationship of the parties is that of independent entities and not as agents of each other or as joint ventures or partners. The parties shall maintain sole and exclusive control over their personnel, agents, consultants, and operations. 27. No alteration or variation of the terms of this MOU shall be valid unless made in writing and signed by the parties hereto, and no oral understanding or agreement not incorporated herein shall be binding on any of the parties hereto. 28. Nothing in the provisions of this MOU is intended to create dutiesor obligations to or rights in third parties to this MOU or affect the legal liability of the parties to this MOU to third parties. 29. The City shall indemnify and hold harmless the District and their respective officers, directors, members, employees, agents, partners, joint ventures', affiliates, successors and assigns from and against any and all liabilities, obligations, claims, demands, causes of action, losses, expenses, damages, fines, judgments, settlements and penalties, including, without limitation, costs, D2# 912672 expenses and attorneys' fees incident thereto, arising out of, based upon, or occasioned by or in connection with: a. City's performance of (or failure to perform) the Project; b. a violation of any laws or any negligence, gross negligence or willful misconduct by the City or its affiliates, contractors, subcontractors, agents or employees during performance of the Project; c. a breach of this Agreement by the City's contractor or any of its affiliates, subcontractors, agents or employees; and d. injuries allegedly suffered by City's employees, subcontractors, agents or any other person where such are associated with the Project. The aforesaid obligation of indemnity shall be construed so as to extend to all legal, defense and investigation costs, as well as all other reasonable costs, expenses and liabilities incurred by the party indemnified, from and after the time at which the party indemnified receives notification (whether verbal or written) that a claim or demand is to be made or may be made. Except as may be otherwise provided by applicable law or any governmental authority, the City's obligation of indemnification under this section shall not be impaired or diminished by any act, omission, conduct, misconduct, negligence or default (other than gross negligence or willful misconduct) of the District or any employee of the District who contributed or may be alleged to have contributed thereto. IN WITNESS WHEREOF, parties hereto have executed this Memorandum of Understanding as of the day and the year first above written. Port Attorney SAN DIEGO UNIFIED PORT DISTRICT By By APPROVED AS TO FORM: CITY OF NATIONAL CITY By By Claudia G. Silva Ron Morrison City Attorney Mayor D2# 912672