WHEREAS, Agency is a local jurisdiction located along one ofthe State highways and identified as a key stakeholder and Project partner who will support, cooperate, collaborate, and provide guidance as needed to complete the Project by participating in technical advisory committee meetings and other community engagement activities as facilitated by the Consultant; and This MOU consists of the Recitals above, the terms and conditions below, and the attached exhibits which are hereby incorporated by reference and made a part ofthis MOU. The MOU Contents contains the entire agreement of the Parties. This MOU supersedes all prior negotiations, discussions and previous agreements between the Parties.
i. Fulfill any obligations in compliance with this MOU, the STPG Program Guidelines, the Funding Requirements, and all federal, state and local laws, rules and regulations.
This MOU is effective as ofthe last date on which it is executed by all Parties (“Effective Date”) and continues until June 30, 2027 (“Completion Date”), unless terminated earlier in accordance with the termination provisions ofthis MOU. Time is ofthe essence in the performance of Services under this MOU.
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SCAG Project/OWP No.: 145.4957.01
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Docusign Envelope ID: 2CF4BC0D-C53B-43E2-810E-74AA2DE36116 ii. Commit to supporting the Project by:
1. Cooperating with SCAG and Consultant.
2. Meeting with SCAG and Consultant as detennined by SCAG.
4. Providing guidance and decisions without delay.
6. Providing access to Agency’s facilities and data upon reasonable notice.
7. Reviewing, providing feedback, and approving deliverables.
9. Completing the Project.
4. Program Management
a.
b. For purposes ofthis MOU, SCAG designates the following individual as its Project Manager:
If any funds other than State or Federal funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member ofCongress, an officer or employee ofCongress, or an employee of a Member ofCongress in connection with this Federal contract, grant, loan, or cooperative agreement, Agency shall complete and submit Standard Form-LLL, "Disclosure ofLobbying Activities" in accordance with those form instructions.
All work under this MOU shall be coordinated with SCAG and Agency through the Project Managers.
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8. Coordinating with Consultant on a presentation offinal deliverables to Agency’s governing body for proposed acceptance or adoption.
3. Participating in public outreach for the main street corridor located within Agency's jurisdiction, as facilitated by the Consultant.
5. Responding to requests for information and records as requested by Consultant or SCAG as promptly as practicable.
c. Agency certifies, to the best ofits knowledge and belief, that no State or Federal funds have been paid or will be paid, by or on behalf of Agency to any person for influencing or attempting to influence an officer or employee ofany State or Federal agency, a Member ofthe State Legislature or United States Congress, an officer or employee ofthe Legislature or Congress, or any employee ofa Member ofthe Legislature or Congress in connection with the awarding ofany State or Federal contract, the making of any State or Federal grant, the making of any State or Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any State or Federal contract, grant, loan, or cooperative agreement. 6b.1
Docusign Envelope ID: 2CF4BC0D-C53B-43E2-810E-74AA2DE36116 c. For purposes ofthis MOU, Agency designates the following individual as its Project Manager:
Either Party may change the designation upon written notice to the other Party.
5. Funding
6. Work Products
a.
7. Amendments
8. Notices
No amendment or variation ofthe terms ofthis MOU shall be valid unless made in writing, signed by the Parties and approved as required.
Any notice(s) to be given may be personally served
requested, to the following addresses:
SCAG’s contribution to the Project is funded with STPG Program - Strategic Partnerships (FHWA SPR Part I) funds. No funds will be provided to Agency. SCAG reserves the right, in its sole discretion, to discontinue funding the Project and terminate this MOU.
For purposes ofthis MOU, “Work Products” shall mean all deliverables created or produced under this MOU including, but not limited to, all deliverables conceived or made either solely orjointly with others during the term of this MOU and for six months after, which relates to the Project.
Work Products shall not include real property or capital improvements. Work Products includes all inventions, innovations, improvements, or other works of authorship directly related to this MOU that Agency or Consultant may conceive of or develop during the term ofthis MOU and for six months after, whether or not they are eligible for patent, copyright, trademark, trade secret or other legal protection.
Cristhian Barajas
Development Services Director
Phone: (760) 344-8622 Ext. 2501
cristhian.barajas(gJ;brawley-ca.gov
Rachel Om
Senior Regional Planner
(213) 630-1550
[email protected]
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or served by certified mail, return receipt
b. SCAG shall own all Work Products and may, in its sole discretion, grant to the Agency a license to use the Work Products. Any reproduction, publishing, or reuse ofthe Work Products will be at the Agency’s sole risk and without liability or legal exposure to SCAG. 6b.1
Docusign Envelope ID: 2CF4BC0D-C53B-43E2-810E-74AA2DE36116 To SCAG:
To Agency:
Either Party may change the designation upon written notice to the other Party.
9. Indemnification and Release
a.
c.
d.
Cindy Giraldo
Chief Financial Officer
Southern California Association ofGovernments
900 Wilshire Blvd., Suite 1700
Los Angeles, CA 90017
(213)630-1413
[email protected]
Ana Gutierrez
City Clerk
City ofBrawley
383 Main Street, Brawley, CA 92227
760-351-3048
[email protected]
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SCAG Project/OWP No.: 145.4957.01
Agency assumes all risk of injury to its employees, agents, and Subconsultants, including loss or damage to property.
b. When the law establishes a professional standard of care, to the fullest extent permitted by law, Agency shall indemnify, protect, defend, and hold harmless SCAG, its members, officers, Regional Council Board members, employees, and agents from and against any and all losses, liabilities, damages, costs, and expenses, including attorney’s fees and costs to the extent caused in whole or in part by any act, error, or omission of Agency, its agents, employees, or subconsultants arising out of, pertaining to, or related to this MOU.
Agency acknowledges that SCAG in no way whatsoever insures or guarantees the Work Product or the Project, and that Agency is accepting the Work Product and Project from SCAG and its Consultant “AS IS” without warranty of any kind, either express or implied, including without limitation any warranties ofmerchantability or fitness for a particular purpose.
For all other services performed by Agency pursuant to this MOU, Agency shall indemnify, protect, defend, and hold harmless SCAG, its members, officers, Regional Council members, employees, and agents from and against any and all losses, liabilities, damages, costs, and expenses, including reasonable attorney’s fees and costs where the same arises out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance ot this MOU by Agency, its agents, employees, or Subconsultants; provided, however, that Agency's duty to indemnify and hold harmless shall not include any claims or liability arising from the intentional or willful misconduct of SCAG, its members, officers. Regional Council members, employees, and agents.
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10. Disputes
11. Termination of MOU
a.
c.
12. Records Retention, Monitoring, and Audits
a.
c. SCAG may monitor activities ofAgency as SCAG deems necessary.
The Parties shall make their best efforts to resolve disputes that occur under this MOU by good faith negotiations whenever possible. Both Parties shall meet and confer in good faith in order to foster a spirit of cooperation and efficiency in the administration and monitoring of performance and compliance by each other with the terms, provisions and conditions ofthis MOU.
Termination Resulting from Lack of Funding: In the event the Project provided for under this MOU is not approved in the SCAG Comprehensive Budget or Comprehensive Budget Amendments, this MOU is deemed to be terminated effective June 30th ofthe applicable Fiscal Year. In the event the funding agency reduces or eliminates the available funding, this MOU may be terminated effective immediately upon notice.
Agency shall maintain its source documents, books and records connected with the Project for a minimum offive (5) years after the termination or expiration ofthis MOU. Wherever practicable, such records should be collected, transmitted, and stored in open and machine-readable formats.
Termination for Cause: If through any cause, Agency shall fail to fulfill in a timely and proper manner its obligations under this MOU, or if Agency violates any of the covenants, terms, or stipulations ofthis MOU, SCAG shall thereupon have the right to terminate this MOU by giving not less than ten (10) calendar days written notice to Agency of the intent to terminate and specifying the effective date thereof. In such event, all finished or unfinished Work Products shall, at the option of SCAG, become SCAG’s property.
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b. Termination for Convenience: Either Party may terminate this MOU for convenience if mutually agreed upon by the Parties. In addition, SCAG may terminate this MOU at any time for any reason or for no reason, by giving written notice to Agency ofsuch termination at least thirty (30) calendar days before the effective date of such termination. Upon receipt of the notice of termination, Agency shall immediately avoid incurring any additional obligation costs or expense except as may be necessaiy to terminate its activities or the activities of Consultant. In such event, all finished or unfinished Work Products, at the option of SCAG, become SCAG’s property. If this MOU is terminated by SCAG, as provided herein, SCAG’s only obligation shall be the payment offees and expenses incurred prior to the termination date, in accordance with the cost provisions ofthis MOU.
b. If any litigation, claim, negotiation, audit, monitoring, inspection, or other action has been started before the expiration of the required record retention period, all records shall be retained by Agency for five (5) years after: (a) the conclusion or resolution ofthe matter; (b) the date an audit resolution is achieved for each annual SCAG OWP; or (c) the termination or expiration of this MOU, whichever is later.
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Docusign Envelope ID: 2CF4BC0D-C53B-43E2-810E-74AA2DE36116
13. Compliance with Laws, Rules and Regulations
a. Partner Agency agrees to comply with all federal, state and local laws, rules and regulations. b.
c.
d.
14. Conflict of Interest
d. Agency agrees that SCAG, or any authorized agency, or their designated representativesshall have the right to review, obtain, and copy all records and supporting documentation related to the performance ofthis MOU. Agency agrees to provide any relevant information requested. Copies shall be made and furnished to SCAG upon request at no cost to SCAG.
The Parties shall comply with all applicable federal and state conflict ofinterest laws, regulations, and policies.
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SCAG Project/OWP No.: 145.4957.01
During the performance ofthis MOU, Agency assures that no person shall be denied the MOU's benefits, be excluded from participation or employment, be denied Project benefits, or be subjected to discrimination based on race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, under the Project or any program or activity funded by this MOU, as required by Title VI ofthe Civil Rights Act of 1964, the Fair Housing Act (42 U.S.C. §§ 3601-20) and all implementing regulations, the Americans with Disabilities Act (“ADA”) of 1990 (42 U.S.C. §§ 12101 et seq.) and all applicable regulations and guidelines issued pursuant to the ADA, and the Age Discrimination Act of 1975 and all implementing regulations. Agency shall ensure that the evaluation and treatment of employees and applicants for employment are free ofsuch discrimination.
During the performance of this MOU, Agency shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code § 12900 et seq.), the regulations promulgated thereunder (Cal. Code Regs. tit. 2, § 11000 et seq.), the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 ofthe Government Code (Gov. Code §§ 11 135-11139.5), and the regulations or standards adopted to implement such article.
During the performance ofthis MOU, Agency shall comply with the Americans with Disabilities act of 1990 and nondiscrimination program requirements of Title VI of the Civil Rights Act of 1964. Accordingly, 49 CFR Part 21, and 23 CFR Part 200 arc made applicable to this MOU by this reference. Wherever the term “Contractor” appears therein, it shall mean Agency. Annually, Agency shall submit a “Title VI Compliance Report,” attached as Exhibit A, to document compliance with Title VI requirements.
c. Agency agrees to permit SCAG, or any authorized agency, or their designated representatives access to its premises, upon reasonable notice, during normal business hours for the purpose of interviewing employees who might reasonably have information related to such records and inspecting and copying such books, records, accounts, and other material that may be relevant to a matter under investigation.
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Docusign Envelope ID: 2CF4BC0D-C53B-43E2-810E-74AA2DE36116
15. Independent Contractor
16. Assignment
17. Non-Exclusivity
18. Severability
19. Survival
The following sections survive expiration or termination ofthis MOU:
20. Jurisdiction and Venue
21. Waiver
No delay or failure by either Party to exercise or enforce at any time any right or provision of this MOU shall be considered a waiver thereof ofsuch Party’s right thereafter to exercise or enforce each and every right and provision ofthis MOU. A waiver to be valid shall be in writing but need not be supported by consideration. No single waiver shall constitute a continuing or subsequent waiver.
If any provision ofthis MOU is held to be illegal, invalid, or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it legal, valid, and enforceable, and the legality, validity, and enforceability ofthe remaining provisions shall not be affected thereby.
This Agreement shall be interpreted under the laws of the State of California. Venue shall be Los Angeles County.
This MOU shall not create an exclusive arrangement between SCAG and Agency and nothing shall restrict SCAG from acquiring similar, equal or like services from other entities or sources. Nothing in this MOU shall be construed to limit or restrict the remedies available to SCAG in both at law and in equity.
Agency and its officers, employees, and agents shall be independent contractors in the performance of this MOU, and not officers, employees, contractors or agents of SCAG.
Neither Party shall assign any rights or interests in this MOU, or any part thereof, without the written consent of each Party to this MOU, which consent may be granted, withheld or conditioned in the consenting Party’s sole and absolute discretion. Any assignment without such written consent shall be void and unenforceable. The covenants and agreement ofthis MOU shall inure to the benefit of and shall be binding upon each ofthe Parties and their respective successors and assignees.
Section 6 (Work Products)
Section 9 (Indemnification and Release)
Section 10 (Disputes)
Section 12 (Records Retention, Monitoring, and Audits)
Section 20 (Jurisdiction and Venue)
MOU No.:M-014-26
SCAG Project/OWP No.: 145.4957.01
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Docusign Envelope ID: 2CF4BC0D-C53B-43E2-810E-74AA2DE36116
22. Order of Precedence
23. Execution
24. Authority
[SIGNATURE PAGE FOLLOWS]
The person(s) executing this MOU on behalf of the Parties warrant that they are duly authorized to execute this agreement on behalf ofsaid Parties, and that by doing so the Parties are formally bound to the provisions ofthis MOU.
In the event of any conflict between the following documents, the order of precedence shall be as follows:
Amendment(s)
MOU
Exhibits
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This MOU, or any amendments related thereto, may be executed in multiple counterparts, each of which shall be deemed to be an original, but all ofwhich shall constitute one and the same agreement.
The signature page of this MOU or any amendments may be executed by way of a manual or authorized digital signature. Delivery of an executed counterpart of a signature page to this MOU or an amendment by electronic transmission scanned pages shall be deemed effective as a delivery of a manually or digitally executed counterpart to this MOU or any amendment. 6b.1
Docusign Envelope ID: 2CF4BC0D-C53B-43E2-810E-74AA2DE36116
SOUTHERN CALIFORNIA ASSOCIATION OF GOVERNMENTS (SCAG)
Date
APPROVED AS TO FORM:
CITY OF BRAWLEY (AGENCY)
Date
IN WITNESS WHEREOF, the Parties have caused this MOU to be executed by their duly authorized representatives as ofthe dates indicated below:
MEMORANDUM OF UNDERSTANDING
NO. M-014-26
MOU No.:M-014-26
SCAG Project/OWP No.: 145.4957.01
By:
Richard Lam
Senior Deputy Legal Counsel
By:
Cindy Giraldo
Chief Financial Officer
By:
Rebecca Terrazas-Baxter
City Manager
6b.1
Docusign Envelope ID: 2CF4BC0D-C53B-43E2-810E-74AA2DE36116 Annual Title VI Compliance Report
1. Instructions for Agency
2. General Information
Reviewer Name & Title:
3. Annual Certifications
a. Title VI Policy and Training
Do you have an adopted Title VI Policy?
[ ] Yes.[ ] No*. If no, explain why not.
Do you have a Title VI Coordinator?
[ ] Yes.[ ] No*. If no, explain why not.
Name of Agency:
Project Name/ Number:
Date ofReview:
As a recipient of Federal Highway Administration (FHWA) and Federal Transit Administration (FTA) funds, the Southern California Association of Governments (SCAG) is required to ensure that all federally funded programs, services, and activities arc conducted in compliance with Title VI of the Civil Rights Act of 1964 and related nondiscrimination laws. These laws prohibit discrimination on the basis of race, color, national origin, sex. age, and disability in federally assisted programs.
The purpose of this Annual Title VI Compliance Report is to document your agency’s ongoing compliance with Title VI requirements. This report must be completed and submitted to SCAG by December 31,2025 to demonstrate adherence to federal nondiscrimination obligations.
Failure to comply with Title VI requirements may result in corrective actions, increased monitoring, or suspension of the FHWA funding. If any compliance deficiencies exist, please attach a corrective action plan outlining the steps you will take to achieve compliance.
SCAG is responsible to monitoring Subrecipients and beneficiaries of FHWA/FTA funds to ensure their compliance with Title VI requirements. As a beneficiary of FHWA funds, your agency is required to implement Title VI policies and procedures to prevent discrimination and ensure equitable service delivery.
6b.1
Docusign Envelope ID: 2CF4BC0D-C53B-43E2-810E-74AA2DE36116 Have you required your employees to receive Title VI training in the last two years? [ ]Yes.[ ] No*. If no, explain why not.
Is your Title VI Policy publicly available and posted in appropriate locations? [ ] Yes.[ ] No*. If no, explain why not.
Are Title VI complaints logged, investigated, and resolved appropriately? [ ] Yes.[ ] No*. If no, explain why not.
b. Public Engagement and Limited English Proficiency (LEP) Are your public meetings held in accessible locations?
[ ]Yes.[ ] No*. If no, explain why not.
Do you have a LEP plan in place and follow the plan?
[ ]Yes.[ ] No*. If no, explain why not.
Are LEP individuals provided interpretation and translated materials, as needed? [ j Yes.[ ] No*. If no, explain why not.
Do your engagement efforts include minority, low-income, and underserved communities? [ ] Yes.f ] No*. If no, explain why not.
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Docusign Envelope ID: 2CF4BC0D-C53B-43E2-810E-74AA2DE36116 c. Data Collection and Reporting
Do you collect demographic data on program beneficiaries, as applicable? [ ] Yes.f ] No*. If no, explain why not.
Do you work to identify and address disparities in services or benefits? [ ] Yes.[ ] No*. If no, explain why not.
d. Complaint Monitoring and Resolution
Is your Title VI complaint process clearly communicated to the public? [ ] Yes.f ] No*. If no, explain why not.
Do you track complaints and resolve them within required timeframes? [ ] Yes.f ] No*. If no, explain why not.
Have you ensured that no patterns of discrimination were identified in complaint reviews? f ] Yes.f ] No*. If no, explain why not.
4. Certification and Signature
Name:
Title:
Signature:
By signing below, I certify that the information provided in this report is true and accurate to the best of my knowledge. I acknowledge that failure to comply with Title VI requirements may result in corrective actions, increased monitoring, or suspension ofthe FHWA funding. * If any compliance deficiencies exist, I have attached a corrective action plan outlining the steps my agency will take to achieve compliance.
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Docusign Envelope ID: 2CF4BC0D-C53B-43E2-810E-74AA2DE36116 Date:
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