CC Agreement No. 2024-194
INTERAGENCY AGREEMENT
BETWEEN
VENTURA COUNTY TRANSPORTATION COMMISSION
AND
CITY OF CAMARILLO
THIS AGREEMENT is entered into between Ventura County Transportation Commission (VCTC) and CITY OF CAMARILLO (CITY) regarding the disbursement and administration of funds from the State of California’s Senate Bill 125 (SB125) Transit and Intercity Rail Capital Program & Zero Emission Transit Capital Program (TIRCP and ZETCP) as of 11th day of December 2024 (“Effective Date”).
WHEREAS Senate Bill 862 of the 2014 Statutes appropriates funds from the Greenhouse Gas Reduction Fund to the Transit and Intercity Rail Capital Program (TIRCP), administered by Caltrans; and,
WHEREAS, on August 7, 2024 , VCTC received authorization for funding of its SB125 Projects (“Grant Funds”) for the transit capital projects; and
WHEREAS, pursuant to VCTC’s TIRCP funding allocation, VCTC is authorized to allocate TIRCP funding to sub- recipient agencies as necessary in order to implement eligible projects; and
WHEREAS, CITY intends to implement vehicle replacements (Project), which will further the purposes of the 2023 TIRCP and ZETCP and is an eligible project for Grant Funds;
WHEREAS, CITY has agreed to implement the Project and VCTC desires to allocate funds to CITY for implementation of the Project.
NOW, THEREFORE, THE PARTIES DO AGREE AS FOLLOWS:
I. FUNDING/PROGRAM MANAGEMENT
1. Assignments of Participants: VCTC hereby agrees to engage CITY and CITY hereby agrees to carry out the work outlined in the Scope of Services, attached hereto and incorporated herein as Exhibit A, in connection with the administration of the Grant Funds. CITY will be responsible for assuring that CITY meets all grant requirements placed on TIRCP recipients (“Grant Requirements”) as detailed in Section II of this Agreement and in Exhibit B, attached hereto and incorporated herein.
CC Agreement No. 2024-194
2. Scope of Services for Project:
a. Grant Administration: As the original fund recipient, VCTC shall be responsible for distributing the Grant F unds to CITY to be used for the Project. VCTC has agreed to distribute $700,000.00 of Grant Funds to the CITY’S Project.
b. Project Implementation: CITY will implement vehicle replacements in accordance with the Grant Requirements to the extent that funds from VCTC are available pursuant to this Agreement.
3. Title and Ownership: The title to and ownership of all equipment, tools, materials, and supplies (hereinafter referred to as "Equipment") purchased or otherwise acquired for use in connection with the Project shall vest in CITY upon delivery to the Project site, unless otherwise specified in writing by VCTC.
4. Operations and Maintenance Responsibility: CITY shall be responsible, at its sole cost and expense, for the proper operations and maintenance (O&M) of all Equipment and infrastructure related to the Project as specified in the Original Equipment Manufacturer’s (OEM) contract manuals . This responsibility extends to all phases of the P roject, including but not limited to installation, commissioning, testing, and operational use. The CITY shall perform all O&M activities in accordance with the manufacturer’s recommendations, industry best practices, and all applicable laws and regulations.
5. Duration of Agreement and Authorization to Proceed: This Agreement shall begin on the Effective Date and shall continue until June 30, 2029 . Upon execution and allocation of Grant Funds, CITY is authorized to proceed with implementation of Project.
6. Entire Agreement; Integration: This Agreement constitutes the entire agreement between the parties hereto with respect to the administration of Grant Funds and obligations described herein for the Project and supersedes as of the date hereof any prior agreement(s) and amendments between the parties, written or oral, concerning the subject matter of this Agreement.
7. Amendments to the Agreement: The provisions of this Agreement may only be amended in writing and approved by both parties.
8. Method of Payment : CITY must keep the unexpended Grant Funds in a separate interest -bearing account. Any interest that is accrued shall be accounted for and used for the Project. Any Grant Funds or accrued interest earned received in excess of the final Project cost, or those Grant Funds found to be owed back to VCTC as a result of a final, independent review or audit, must be returned to VCTC within thirty (30) days of Project closeout or expiration of this Agreement. CITY shall provide supporting documentation that shows the reconciliation of all Project expenditures and any remaining unused funds.
CC Agreement No. 2024-194
9. Costs: VCTC shall have no liability for cost deficits for the Project. CITY shall have no authority to incur cost overruns for the Project and under no circumstances will VCTC be responsible for funding the Project in excess of the distributed funds and the interest earned thereon. Prior to the commencement of any charging infrastructure installation or modification, CITY shall provide VCTC with a detailed cost estimate for the proposed work.
The cost estimate shall include breakdowns of labor, materials, equipment, and any additional expenses associated with the Project.
II. CALTRANS TIRCP REQUIREMENTS
CITY understands and agrees the following provisions apply to TIRCP grants and shall take all necessary action to ensure its compliance as though it was the grantee directly.
1. Reports: In addition to any other reports required by the Grant Requirements, Annual performance reports shall be prepared and submitted to VCTC, no later than October 1st each year, for the duration of the Project performance period, or until all activities are completed and the Project is formally closed. Failure to submit performance reports could result in t he reduction of Project funds, termination, or suspension of this Agreement.
2. Other Provisions : CITY is subject to all Grant Requirements, any and all policies and regulations of Caltrans with regard to the FY 2022-23 TIRCP grant, and all applicable laws regarding California municipal procurements, including but not limited to public works requirements, contract bid procedures, and the payment of prevailing wages.
3. Grant Performance Period: Funds allocated under this grant shall be expended by June 30, 2029 (“Grant Performance Period”). Funds remaining unexpended beyond the Grant Performance Period of the Grant Funds approved by Caltrans shall revert to Caltrans.
4. Audits/Recordkeeping: CITY shall provide VCTC with any data, records, or documentation necessary for compliance with audit procedures required by the Grant Requirements and shall cooperate with VCTC in the preparation of any audit to the extent necessary. CITY shall retain all Project cost records for a minimum of three (3) years after completion of the Project or such other period of time as may be required by law. To the extent that any inappropriate or unallowable expenditures by CITY are identified and Caltrans requests repayment, CITY shall refund such funds to VCTC for transmission back to Caltrans.
III. OTHER PROVISIONS
1. Indemnification: To the fullest extent permitted by law, CITY shall protect, defend, indemnify, and hold harmless VCTC, its officers, agents, servants, and employees, from any and all liability arising out of, or caused by, any act or omission of CITY or its officers, agents, or servants as a result of any act or omission by CITY in its performance pursuant to this Agreement.
CC Agreement No. 2024-194
The obligations of the CITY in these indemnity provisions survive the expiration or earlier termination of this Agreement.
2. Insurance: CITY shall procure and maintain for the du ration of t his A greement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by CITY, its agents, representatives, employees or subcontractors. The insurance required by this Section may be satisfied by a program of self-insurance upon satisfactory documentation provided to VCTC that such self-insurance program meets the requirements outlined herein.
a. M INIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as:
i. C ommercial G eneral Li ability ( CGL): Insur ance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising inj ury with limits no less than $2,000,000 p er occurren ce/$4,000,000 general aggregate. If a general aggregate limit applies, either the ge neral aggregate limit shall apply s eparately to th is p roject/location or the g eneral aggregate limit shall be twice the required occurrence limit. ii. Aut omobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, hired, (Code 8) and non-owned autos (C ode 9), with limit no less th an $2 ,000,000 combined single limit, p er accident for bodily injury and property damage.
iii. W ork ers’ Compensation: as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. iv. If AGENCY maintains hi gher limits than the minim ums sho wn above, VCTC requires and shall be en titled to cov erage for the higher limits maintai ned by CITY. Any ava ilable insur ance proceeds in excess of the specified mini mum limits o f insurance and coverage shall be available to the VCTC.
b. Other Insurance Provisions: The insurance policies are to contain, or be endorsed to contain, the following provisions:
i. Additional Insured S tatus : VCTC, t heir o fficers, o fficials, employees, agents and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of t he C ontractor including materials, parts, or equipment f urnished in connection with such w ork or operations. G eneral liability cove rage can be provided in th e f orm o f an endorsement to t he C ontractor’s insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG20 26, CG 20 33, or CG 20 38 ; and CG 20 37 if a later edition is used).
CC Agreement No. 2024-194
ii. Primary Coverage: For any claims related to this Agreement, the CITY’S insurance coverage shall be primary insurance as respects VCTC, its officers, officials, employees, and volunteers. Any insurance or s elf-insurance maintained by VCTC, its officers, officials, employees, or volunteers shall be excess of the CITY’S insurance and shall not contribute with it.
iii. Notice of Cancellation: Each i nsurance policy required above shall provide that coverage shall not be canceled, except with 30 days’ notice to VCTC.
iv. Waiver of Subrogation: CITY hereby grants VCTC a waiver of any right to subrogation which any insurer of said CITY may acquire against the VCTC by virtue of the payment of any loss under such insurance. CITY agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the VCTC has received a waiver of subrogation endorsement from the insurer.
v. Self-Insured Retentions: To the extent that any of CITY’s insurance policies include self-insured retentions, such self-insured retentions must be declared to and approved by VCTC. VCTC may require AGENCY to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses wit hin t he retention.
Further, if the AGENCY’s insurance policy includes a self-insured retention that must be paid by a named insured as a precondition of the insurer’s liability, or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers do not serve to satisfy t he self- insured retention, s uch provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this agreement so as to not prevent any of the parties to this agreement from satisfying or paying the self -insured retention required to be paid as a precondition to the insurer’s liability.
vi. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:
vii. unless otherwise acceptable to VCTC.
c. Verification of Coverage: CITY shall furnish VCTC with original certificates and amendatory endorsements or copies of the appl icable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by VCTC before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive CITY’S obligation to provide them. In the event a claim is filed against VCTC as a result of AGENCY’s actions, CITY shall provide VCTC a copy of CITY’S insurance policies upon request.
CC Agreement No. 2024-194
d. Subcontractor: CITY shall re quire and ver ify that a ll subcont ractors working on Project maintain ins urance m eeting a ll requirements st ated herein, and CITY shall ensure t hat VCTC is an additional insured on insurance required from subcont ractors. For CGL coverage, subcontractors shall provide coverage with a form at least as broad as CG 20 38 and CG 20 40.
3. Termination: CITY may terminate this Agreement upon written notice to VCTC if Grant Funds are canceled or otherwise unavailable for the Project. CITY may terminate this Agreement for cause after giving written notice to VCTC of VCTC's default under this Agreement at least thirty (30) calendar days before the termination is to be effective. Within thirty (30) calendar days after receipt of the CITY written notice of the default, VCTC may cure the default, or, if the default cannot be reasonably cured within that time period, if VCTC has not commenced the cure within that time period, diligently continued to pursue that cure, and completed it within one hundred eighty (180) calendar days after receipt of the notice. CITY may not terminate this Agreement if VCTC cures the default in accordance with this Section 3. If the VCTC does not cure the default and CITY terminates this Agreement, CITY shall return any funds that are unused as of the date of the termination and that are not necessary for payment for services provided prior to the termination date.
VCTC may terminate this Agreement upon written notice to CITY if Grant Funds are canceled or otherwise unavailable to the Project . VCTC may terminate this Agreement for cause after giving written notice to CITY of CITY’S default under this Agreement at least thirty (30) calendar days before the termination is to be effective. Within thirty (30) calendar days after receipt of VCTC's written notice of the default, CITY may cure the default, or, if the default cannot be reasonably cured within that time period, if CITY has not commenced the cure within that time period, diligently continued to pursue that cure, and completed within one hundred eighty (180) calendar days after receipt of the notice. The VCTC may not terminate this Agreement if CITY cures the default in accordance with this Section 3. If CITY does not cure the default and VCTC terminates this Agreement, CITY may expend Grant Funds to pay contractors for Project work satisfactorily completed through the last working day this Agreement is in effect or committed to be spent by that date.
Neither party shall have any other claim against the other party by reason of an early termination of this Agreement.
4. Availability of Grant Funds: The Parties understand and agree that VCTC’s obligation to allocate funds to the Project is expressly conditioned on the availability of Grant Funds. In the event that the Grant Funds are not allocated to VCTC or are otherwise canceled, terminated or unavailable, VCTC shall have no obligation to allocate funds to the Project. Under no circumstances is VCTC liable for any costs of the Project that are in excess of or ineligible for Grant Funds.
CC Agreement No. 2024-194
5. Notices: Any notice required to be given in writing under this Agreement, shall be given to the parties at the following addresses:
Martin R. Erickson
VCTC
Executive Director
751 E. Daily Drive
Camarillo, CA 93010
Greg Ramirez
CITY OF CAMARILLO
City Manager
601 Carmen Drive
Camarillo, CA 93010
CC Agreement No. 2024-194
CITY OF CAMARILLO VENTURA COUNTY TRANSPORTATION
COMMISSION
___________________________ __________________________________ Greg Ramirez Martin Erickson
City Manager Executive Director
APPROVED AS TO FORM:
______________________________ ___________________________ Rachel Richman Steven T. Mattas
City Attorney General Counsel
CC Agreement No. 2024-194
EXHIBIT A
Scope of Work
CC Agreement No. 2024-194
EXHIBIT B
Grant Requirements