MEMORANDUM OF UNDERSTANDING
No. M-018-25
SCAG Overall Work Program (OWP) No: 305-4927.04
Federal/State Awarding Agency: State of California, Department of Housing and Community Development
Sub-Recipient Name: Western Riverside Council of Governments Sub-Recipient’s UEI No: C589CLZSR4J7
Total Amount of Federal Funds Obligated to Sub-Recipient: $0 Total Amount of Non-Federal Funds Obligated to Sub-Recipient: $1,629,834.00 Total Amount of the Sub-Award: $1,629,834.00
Subaward Period of Performance Start Date: See Section 37 Subaward Period of Performance End Date: June 30, 2026
Type of Contract: Project Specific
Method of Payment: See Section 6 of this MOU
Project R&D: N/A
Indirect Cost Rate for the Award: See MOU Rate Confirmation sheet* Fringe Benefits Cost Rate for the Award: See MOU Rate Confirmation sheet* *See Section 9 of this MOU
Subaward Project Title: Western Riverside Council of Governments REAP 2.0 Subregional Partnership 2.0 Program Grant
Subaward Project Description: Western Riverside Council of Governments will utilize REAP 2.0 funding for eligible uses and activities as provided in the Subregional Partnership Program Guidelines.
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MEMORANDUM OF UNDERSTANDING
No. M-018-25
BETWEEN THE
SOUTHERN CALIFORNIA ASSOCIATION OF GOVERNMENTS
AND WESTERN RIVERSIDE COUNCIL OF GOVERNMENTS
FOR REAP 2.0 SUBREGIONAL PARTNERSHIP 2.0 PROGRAM GRANT
(SCAG Project/OWP No. 305-4927.04)
This Memorandum of Understanding (“MOU”) is entered into by and between the Southern California Association of Governments ( “ S C A G ” ) a n d Western Riverside Council of Governments (“Sub- Recipient”), for a Subregional Partnership (“SRP”) 2.0 Program Grant. SCAG and Sub-Recipient may be individually referred to as “Party” and collectively as “Parties.”
RECITALS
WHEREAS, the Regional Early Action Planning Grants Program of 2021 (“REAP 2.0”) was established with a principal goal to make funding available to Metropolitan Planning Organizations (“MPO”) and other regional entities for tr ansformative planning and impleme ntation activities tha t meet housing and equity goals, reduce Vehicle Miles Traveled per capita, and adv ance implementation of the region’s Sustainable Communities Strategy or Alternative Planning Strategy, as applicable;
WHEREAS, the California Department of Housing and Community Dev elopment (“HCD”) administers REAP 2.0 in accordance with Health and Safety Code sections 505 15.06 to 50515.10 (“Statutes”) and REAP 2.0 guidelines for MPO applicants released by HCD pursuant to the Statutes (“REAP 2.0 Guidelines”);
WHEREAS, SCAG is the federally d esignated MPO for Southern Cali fornia, primarily responsible for the development of a Regional Transportation Plan/Sustainable C ommunities Strategy (“RTP/SCS” also known as “Connect SoCal”) for the counties of Imperial, Los Angeles, Orange, San Bernardino, Riverside, and Ventura;
WHEREAS, HCD awarded funds to SCAG under REAP 2.0;
WHEREAS, SCAG’s Regional Counc il authorized funding for the SRP 2.0 Program and approved the guidelines for the SRP 2.0 Program (“Program Guidelines”);
WHEREAS, SCAG released a Call for Applications for the SRP 2.0 Program;
WHEREAS, Sub-Recipient, eligible for funds under the SRP 2.0 Pr ogram, developed and submitted the following proposed projects for the SRP 2.0 Program (collectively “Projects”);
Housing Technical Assistance
WHEREAS, SCAG reviewed the Sub-R ecipient’s Projects and determi ned the Projects to be consistent with the REAP 2.0 Guidelines and Program Guidelines, and approved the Projects to receive funding; and Docusign Envelope ID: 96F3D327-524E-4A3A-BED6-BD7090B7053E MOU No. :M-018-25
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WHEREAS, the purpose of this MOU is to describe the responsibilities of the Parties.
NOW THEREFORE, IT IS MUTUALLY AGREED THAT:
1. Recitals and Exhibits
The Recitals and all exhibits referred to in this MOU are incor porated herein by this reference and made a part of the provisions of this MOU.
2. Term
The Term of this MOU shall begin on the Effective Date and cont inue until June 30, 2026, (“Completion Date”), unless terminated earlier as provided here i n . T i m e i s o f t h e e s s e n c e i n t h e performance of services under this MOU.
3. Scope of Work and Sub-Recipient’s Responsibilities
a. Sub-Recipient shall be responsible for implementing the Projects in accordance with the “Scopes of Work” attached as:
Exhibit A-1 - Housing Technical Assistance
b. Interim deliverables and tasks for each project, including sub- allocated budgets and schedules, required to implement the Scopes of Work shall be documented using the Scope of Work Approval Form, attached as Exhibit B (“SO W Approval Form”). The SOW Appr oval Form(s) must be signed by SCAG Project Manager, SCAG Department Manager, SCAG Deputy Director or their designee and Sub-Recipient prior to the performance of the work outlined in the SOW Approval Form(s). The SOW Approval Form(s) may be signed by way of a ma nual or authorized digital signature, or a signature stamp. The SOW Approval Form(s) may b e used to document interim deliverables and interim delive rable budgets and schedules but may not be used to modify the deliverables and budget noted in this MOU. The SOW Approval Form(s) may be amended subject to approval by SCAG. No amendment to the SOW Approval Form(s) s hall be valid unless made in writing and signed by the Parties. If there is a conflict between the SOW Approval Form(s) and this MOU, this MOU shall prevail.
c. Sub-Recipient must demonstrate a clear and significant nexus to a l l t h e R E A P 2 . 0 G o a l s a n d Objectives including the definition of infill contained therein as described in Section 9 of this MOU, and must carry out the Projects to meet the REAP 2.0 Goals and Objectives. Any lack of action or action inconsistent with REAP 2.0 Goals and Objectives may result in review and could be subject to modification of funding, termination of this MOU, and repayment of the Grant Funds.
d. In compliance with Section 3.e., Sub-Recipient shall procure and manage one or more Consultants to ensure the Scopes of Work, as outlined in the most current f ully executed SOW Approval Form(s), are fully performed and the Projects are completed in compliance with this MOU and all applicable laws and regulations.
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e. As a recipient of federal and state funds, SCAG has the respons ibility for ensuring that its procurement process complies with all applicable federal, state and funding requirements. For all agreements entered into containing funds provided under this MOU or to perform work under this MOU, Sub-Recipient shall procure in compliance with all applicable federal, state, and local laws and regulations. All REAP 2.0 fu nded procurements must be condu cted using a fair and competitive procurement process and sole source procurements are expressly prohibited.
f. The term “Consultant(s)” shall hereinafter refer to all entitie s that Sub-Recipient procures, manages, or otherwise enters int o contracts or agreements with, in furtherance of the Projects or this MOU regardless of the timi ng, nature of service/work provi ded or type of organization, including but not limited to government entities, political subdivisions, subrecipients, consultants, contractors, service providers, suppliers, independent contract ors, professionals, managers, architects, engineers, and subcontractors.
g. Upon request, Sub-Recipient shall provide information to the SC AG Project Manager regarding any existing solicitation includ ing but not limited to Requests for Proposals, Invitation for Bids, Request for Qualifications, and Requests for Quotation (collect ively “RFP”). For new RFPs developed or finalized after the Effective Date of this MOU, Su b-Recipient shall provide information to the SCAG Project Manager and obtain SCAG Project Manager’s written approval on any final RFP prior to its issuance. SCAG may require docume ntation of RFPs and Notices to Proceed before approval of invoice reimbursement.
h. When requested, Sub-Recipient sh all provide other related docum entation of compliance, as determined by SCAG, with applicable procurement requirements and terms and conditions of this MOU within ten (10) days of the request.
i. Sub-Recipient shall be responsib le for conducting a complete de tailed review: of Consultant(s)’ invoices prior to payment. The review shall include, but not be limited to, ensuring: (1) the work included in the invoice is correctly invoiced and supported; (2) hours worked equal hours invoiced; (3) charged rates are equal to the contracted rates; (4) materi als and services were received; and (5) that the work performed is consistent with the Scopes of Wo rk. Upon review, Sub-Recipient shall pay Consultant(s)’ invoices prior to submitting invoices to SCAG for reimbursement.
j. Sub-Recipient shall be accountable to SCAG and HCD to ensure Consultant(s)’ performance. Sub- Recipient’s Project Manager shall be responsible for final approval of Consultant(s)’ deliverables consistent with the Scopes of Work, as outlined in the most current fully executed SOW Approval Form(s); provided, however, that p rior to approving a deliverab le from the Consultant(s), Sub-
Recipient’s Project Manager shall consult with SCAG’s Project Manager.
k. Any and all notices, reports, o r other communications required by this MOU, including but not limited to invoices, accounting reports, supporting documentati on, and monitoring reports, shall be submitted under the penalty of perjury.
l. Sub-Recipient shall be responsib le for ensuring compliance with all applicable California Environmental Quality Act (CEQA) and National Environmental Pol icy Act (NEPA) Docusign Envelope ID: 96F3D327-524E-4A3A-BED6-BD7090B7053E MOU No. :M-018-25
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requirements, and, as applicable, shall serve as the implementi ng agency for environmental approval(s).
4. Project Management
a. All work under this MOU shall be coordinated with SCAG and Sub-Recipient through the Project Managers.
b. For purposes of this MOU, SCAG designates the following individual(s) as its Project Manager:
Christopher Tzeng
Program Manager
951-405-6711
[email protected]
SCAG reserves the right to change this designation.
c. For purposes of this MOU, Sub-Recipient designates the followin g individual(s) as its Project Manager:
Jessica Reyes Juarez
Associate Regional Planner
(213) 236-1802
[email protected]
Sub-Recipient reserves the right to change this designation upon written notice to SCAG.
5. Funding
a. SCAG’s contribution to the Projects is funded wholly with REAP 2.0 funds, in an amount not to exceed $1,629,834.00 (“Grant Funds”). The individual Projects s hall be funded as follows (“Project Funds”):
Housing Technical Assistance – $1,629,834.00
b. SCAG shall not be obligated to make payments for any Project costs that exceed the Project Funds for that Project or the Grant F unds for the Projects. SCAG shal l not be obligated to pay for any increase in Project costs which exceeds the Projects’ budget in cluded in this MOU and the most current fully executed SOW Appr oval Form(s), the Project Funds for that Project, or the Grant Funds for the Projects. SCAG shall not be obligated to make payments from any source other than funds provided by HCD to SCAG pursuant to REAP 2.0. In the even t HCD terminates its agreement to provide funds or reduces the funds provided, SCAG shall have the right to terminate this MOU, in accordance with Section 17, or to amend this MOU to reflect the changes in funding.
c. SCAG shall make payments to Sub-Recipient only for work perform ed as part of the Scopes of Work, as outlined in the most current fully executed SOW Approval Form(s), and consistent with REAP 2.0 Goals and Objectives, REAP 2.0 Guidelines, and Program Guidelines.
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d. SCAG reserves the right, in its sole discretion, to discontinue funding any one or more of the Projects and/or terminate this MOU as described in Section 17.
e. Any costs for which Sub-Recipien t receives reimbursement or cre dit that is determined by a subsequent audit or other review by either SCAG, HCD, other Sta te authorities or federal cognizant agency to be ineligible or otherwise unallowable, are to be repaid by Sub-Recipient within thirty (30) calendar days of Sub-Recipient receiving not ice or a written demand for reimbursement from SCAG. Such re payment may include interest, penalties or related fees, as determined by HCD or other State authorities. Should Sub-Recipient fail to reimburse unallowable costs due to SCAG within thirty (30) calendar days of demand, or within such other period as may be agreed between both parties hereto, SCAG is authorized to wi thhold and/or off-set future payments to Sub-Recipient.
6. Invoices
a. This MOU is a Cost Reimbursement agreement. Amounts claimed must reflect the actual incurred and paid cost of completed work. The actual incurred and paid costs may not exceed each Projects’ budgets set forth in this MOU and the most current fully execut ed SOW Approval Form(s). All invoices submitted to SCAG for payment shall be e-mailed to [email protected] and copy the SCAG Project Manager (file cannot exceed 10MB). All invoices submitted to SCAG for the Projects shall reference the OWP Project Number (OWP No. 305-4927.04). A separate invoice must be submitted for each individual Project.
b. By the twenty-first day followi ng the start of a new month (i.e ., January 21, February 21, March 21), Sub-Recipient shall submit an invoice for each Project to SCAG using the electronic “Invoice Template” in accordance with the invoice submittal instructions and requirements noted in Exhibit C. Invoices must be submitted in both PDF format and Excel file format. Invoices shall contain a progress report portion which serves to confirm that the services have been performed and can be paid. All invoiced costs must be substantiated by providing doc umented support for the expense incurred, such as copies of payr oll reports, paid invoices, and proof of payment. The invoice progress report shall serve as the formal progress report for the Project and shall be signed by the Sub-Recipient. The progress report shall include, in narrative form, a description of services performed by Sub-Recipient’s staff and Consultant(s) as well as progress toward completion of tasks related to the Projects for the invoiced period and progr ess achieved toward the REAP 2.0 Goals and Objectives. SCAG shall review invoices for compliance with this MOU. If SCAG determines that an invoice is compliant with this MOU, SCAG shall approve the invoice and issue payment to the Sub-Recipient. If SCAG determines that an invoice is not compliant with this MOU or the most current fully executed SOW Approval Form, SCAG may withhold and/or off-set future payment(s) to the Sub-Recipient.
c. SCAG shall reimburse Sub-Recipient as promptly as SCAG’s fiscal procedures permit, using Electronic Fund Transfer, available at: ACH Vendor Payment Authorization Form , upon receipt of itemized invoices submitted in accordance with this MOU. Su b-Recipient shall complete the ACH Vendor Payment Authorization Form and email it to [email protected], prior to executing this MOU.
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d. Incomplete or inaccurate invoices may be returned to Sub-Recipi ent for correction without payment until corrected and appr oved. SCAG may, at its discreti on, disallow any unsupported costs and process the invoice. If Sub-Recipient corrects the er ror, the disallowed items can be included in the next set of invoices.
e. Travel expenses and per diem rates are not to exceed the rates and policies specified by the State of California Department of Human Resources, which can be found at: https://www.calhr.ca.gov/employees/pages/travel-reimbursements.aspx.
f. The Parties acknowledge that SCAG’s fiscal year is from July 1 to June 30. Sub-Recipient agrees to submit all invoices to SCAG for services rendered through Ju ne 30th, no later than July 21 st during the Term of this MOU. SCAG shall not be obligated to pay Sub-Recipient for any invoice received after such date.
g. Sub-Recipient shall submit its final invoice to SCAG within thirty (30) days of the completion of each individual Project, but no later than within thirty (30) d ays after all Grant Funds have been expended, whichever is first. SCAG shall not be obligated to pa y-Sub Recipient for any invoice received after such date.
h. Sub-Recipient will require that its Consultant(s) pay any contr actors and subcontractors for satisfactorily completed work no later than ten (10) days of re ceipt of each payment from Sub- Recipient. The ten (10) calendar days period is applicable unle ss a shorter period is required by applicable law.
7. Reporting
a. At any time during the term of this MOU, SCAG may request addit ional information, as needed, to demonstrate satisfaction of all requirements identified in t he MOU and the most current fully executed SOW Approval Form.
b. By February 10 of each year following receipt of funding pursua nt to this MOU, Sub-Recipient shall submit an Annual Report using the “Report Template,” attached as Exhibit D. Sub-Recipient shall submit a separate Annual Report for each Project. The Ann ual Report shall include, in narrative form, a description of services performed by Sub-Recipient’s staff and Consultant(s) as well as progress toward completion of tasks related to each Pro ject for the prior year, a reporting of all costs incurred for that period, and progress achieved to ward the REAP 2.0 Goals and Objectives.
c. When a Project is finalized, and no later than the Completion D ate, Sub-Recipient shall submit a Close-Out Report for the Project. At the time of the execution of this MOU, HCD has not provided the requirements for the Close- Out Report due to HCD by all gra ntees at the conclusion of the grant performance period. Therefore, the Close-Out Report forma t required by SCAG of Sub- Recipient is not available at this time, but will be provided when it becomes available.
d. All reports submitted to SCAG shall reference the OWP Project Number (OWP No. 305-4927.04).
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8. Accounting
a. Sub-Recipient shall establish and maintain an accounting system and reports that properly accumulate incurred Project costs by line. The accounting syste m shall conform to Generally Accepted Accounting Principles (“GAAP”), enable the determination of incurred costs as interim points of completion, and provide support for payment vouchers and invoices.
b. Sub-Recipient shall establish a separate ledger account for rec eipts and expenditures of Project Funds and Grant Funds and maintain expenditure details in accordance with the Scopes of Work, as outlined in the most current fully executed SOW Approval Form(s), for each Project.
c. Sub-Recipient shall maintain doc umentation of its normal procur ement policy and competitive procurement bid process and completed procurements and financial records of expenditures incurred during the course of the Projects in accordance with GAAP.
9. Allowable Uses of Grant Funds
a. Project Funds and Grant Funds sha ll be expended in compliance w ith the REAP 2.0 Goals and Objectives, and as required meets the definition for “Infill,” as provided in the State REAP 2.0 Guidelines.
i. REAP 2.0 Goals (“Goals”) are to invest in housing, planning, an d infill housing-supportive infrastructure across the entire state in a manner that reduces Vehicle Miles Traveled (“VMT”), increases housing affordability, and advances equity. More detailed information on the Goals can be found in Section 201 of the REAP 2.0 Notice of Funding Availability (“NOFA”) and Final Guidelines for MPO Applicants and are made a part of the provisions of this MOU as if set forth in full.
ii. REAP 2.0 Objectives (“Objectives”) include: (1) accelerating infill development that facilitates housing supply, choice, and afford ability; (2) Affirmatively Fu rthering Fair Housing; (3) reducing vehicle miles traveled. More detailed information on the Objectives can be found in Section 202 of the REAP 2.0 NOFA and Final Guidelines for MPO Applicants and are made a part of the provisions of this MOU as if set forth in full.
b. Project Funds and Grant Funds shall only be used by Sub-Recipie nt for activities approved by SCAG and included in the Scopes of Work, as outlined in the mos t current fully executed SOW Approval Form(s).
c. Project Funds and Grant Funds may not be used for administrative costs of persons employed by Sub-Recipient for activities not directly related to eligible activities.
d. Sub-Recipient shall use no more t han five percent (5%) of the P roject Funds for administrative costs related to a Project, or a maximum of eighty-one thousand , four hundred and ninety-one dollars ($81,491), whichever is lower. For purposes of this MO U, administrative costs are the costs incurred in direct support of grant administration that are not included in the organization’s indirect cost pool. Additional funds may be used from other sou rces solely contributed by Sub- Recipient to support Sub-Recipient’s administration of the Projects.
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i. To be eligible for administrative costs, Sub-Recipient must hav e clearly indicated if funds would be used towards administrative costs on or before the dat e the initial SOW Approval Form(s) is fully executed by bot h parties or within 30 days aft er the execution of this MOU, whichever is first.
ii. If Sub-Recipient is seeking reimbursement for indirect costs and/or fringe benefits costs, they must annually submit an Indirect C ost Allocation Plan (“ICAP”) or an Indirect Cost Rate Proposal (“ICRP”) to its cognizant agency or the Caltrans Internal Audits Office (“CIAO”) for indirect costs and/or fringe benefits costs in accordance with Title 2 Code of Federal Regulations Part 200 (2 CFR 200) U niform Administrative Require ments, Cost Principles, And Audit Requirements For Fede ral Awards or CIAO requirements. If applicable, the cognizant agency for indirect costs and/or fringe benefits cost s means the federal agency responsible for reviewing, nego tiating, and approving ICAPs or ICRPs. Sub-Recipient must provide their approved indirect cost rate and/or fringe benefit rate and provide a copy to SCAG Project Manager of the approved negotiated indirect cost rate agreement (“NICRA”) or a letter of acceptance issued by CIAO for the current fiscal year and subsequent years throughout the performance period.
iii. If Sub-Recipient is seeking reimb ursement for fringe benefits c osts with absence of the approved NICRA or a letter of acceptance issued by CIAO and proposes to use a rate to allocate the fringe benefits costs on the basis of entity-wide salaries and wages of the employees receiving the benefits, they m ust annually prepare the fringe b enefits cost allocation plan in accordance with 2 CFR 200 Uniform Administrative Requirements, Cost Principles, And Audit Requirements For Federal Awards and provide a letter from the Sub-Recipient’s independent auditor confirming the compliance for the current fiscal year and subsequent years throughout the performance period.
iv. If Sub-Recipient elects a de mini mis indirect cost rate as defi ned in 2 CFR 200 Uniform Administrative Requirements, Cost Principles, And Audit Require ments for Federal Awards, they must annually complete a ce rtification form provided by SC AG Project Manager to confirm the eligibility and compliance with 2 CFR 200 Uniform Administrative Requirements, Cost Principles, And Audit Requirements For Federal Awards and submit the signed form to SCAG Project Manager for the current fiscal year and subsequent years throughout the performance period. The de minimis rate is to be applied to modified total direct costs (MTDC) as defined by 2 CFR Part 200.1.
e. There must be a strong implement ation component for the funded activity through REAP 2.0, including, where appropriate, ag reement by Sub-Recipient to sub m i t t h e c o m p l e t e d p l a n n i n g document to the applicable board, council, or other entity for adoption or approval. If Sub- Recipient does not formally request adoption or approval of the funded activity, it may be subject to repayment of the Grant Funds.
10. Work Products
a. For purposes of this 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 or jointly with others during the term of this MOU and during a period of six months after the termination Docusign Envelope ID: 96F3D327-524E-4A3A-BED6-BD7090B7053E MOU No. :M-018-25
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thereof, which relates to the Projects. Work Products shall not include real property or capital improvements. Work Products includes all deliverables, inventio ns, innovations, improvements, or other works of authorship Sub- Recipient or Consultant(s) may conceive of or develop in the course of this MOU, whether or not they are eligible for patent, copyright, trademark, trade secret or other legal protection.
b. Sub-Recipient shall submit one (1) electronic copy of all Work Products associated with the Projects to the assigned SCAG Project Manager.
c. SCAG shall own all Work Products and may, at its sole discretio n, grant to Sub-Recipient a perpetual royalty-free, non-assignable, non-exclusive and irrevocable license to reproduce, publish or otherwise use Work Products r elated to the Projects and deve loped as part of this MOU; provided, however, that any repr oduction, publishing, or reuse of the Work Products will be at Sub-Recipient’s sole risk and without liability or legal exposure to SCAG.
11. Amendments
No amendment or variation of the terms of this MOU shall be valid unless made in writing and signed by the Parties. If an amendment is to become effective before the date of full execution by the Parties, the effective date of such amendment shall be no earlier than the date that SCAG received the request.
12. Notices
Any notice or notices required or permitted to be given pursuant to this MOU may be personally served on the other Party by the Party giving such notice, or may be s erved by certified mail, return receipt requested, to the following addresses:
To SCAG: Cindy Giraldo
Chief Financial Officer
Southern California Association of Governments
900 Wilshire Blvd., Suite 1700
Los Angeles, CA 90017
(213) 630-1413
[email protected]
SCAG reserves the right to change this designation.
To Sub-Recipient: Dr. Kurt Wilson
Executive Director
WRCOG
3390 University Ave., Suite 200, Riverside, CA 92807
951-405-6701
[email protected]
13. Insurance
a. Sub-Recipient, at their own expe nse, shall procure and maintain policies of insurance, or provide Docusign Envelope ID: 96F3D327-524E-4A3A-BED6-BD7090B7053E MOU No. :M-018-25
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evidence of self-insurance, of the types and amounts below, for the duration of the MOU. The policies shall state they afford primary coverage.
Insurance Type Requirements Limits
General Liability Commercial General
Liability insurance with
coverage at least as broad as
Insurance Services Office
form CG 00 01.
Not less than $2,000,000 per occurrence,
$4,000,000 general aggregate, for bodily injury,
personal injury, and property damage. The policy
must include contractual liability that has not
been amended. Any endorsement restricting
standard ISO “insured contract” language will
not
be accepted.
Automobile
Liability
Automobile insurance at
least as broad as Insurance
Services Office form CA 00
01. Covering bodily injury and property damage for
all activities of the Sub-Recipient arising out of or
in connection with work to be performed under
this MOU, including coverage for any owned,
hired, non-owned, or rented vehicles, in an
amount not less than $1,000,000 combined single
limit for each accident.
Workers’
Compensation/
Employer’s Liability
Workers’ Compensation
insurance as required by the
State of California and
Employer’s Liability
Insurance. Not required for
sole proprietors or Sub-
Recipients with no
emplo
yees.
Including Occupational Diseases in accordance
with California Law an d Employers’ Liability
Insurance with a limit of not less than $1,000,000
each accident.
Professional
Liability Insurance
Professional Liability (Errors
and Omissions) insurance
appropriate to the Sub-
Recipient’s profession.
With limits of not less than $1,000,000 per
occurrence. In addition, it shall be required that the professional liability insu rance policy remain in
effect for three (3) years after the Completion Date
of this MOU.
b. Higher Limits: no representation is made that the minimum insur ance requirements of this agreement are sufficient to cover the indemnity or other obligations of the sub-recipient under this agreement.
c. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:
i. SCAG, its officials, employees, and volunteers are to be covere d as additional insureds, as respects to liability arising out of the activities performed b y or on behalf of Sub-Recipient; products and completed operations of Sub-Recipient; premises owned, occupied or used by Sub- Recipient; or automobiles owned leased, hired or borrowed by Sub-Recipient
ii. For any claims related to this Project, Sub-Recipient’s insuran ce coverage shall be primary insurance as respects SCAG, its o fficials and employees. Any i nsurance or self-insurance Docusign Envelope ID: 96F3D327-524E-4A3A-BED6-BD7090B7053E MOU No. :M-018-25
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maintained by SCAG shall be excess of Sub-Recipient’s insurance and shall not contribute with it.
iii. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to SCAG, its officials and employees.
iv. Sub-Recipient’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.
d. The Workers’ Compensation and Employer’s Liability policies shall include a waiver of subrogation endorsement in favor of SCAG, its, officials, employees, and volunteers.
e. Any deductibles or self-insured retentions in amounts over $10,000 must be declared to and approved by SCAG.
f. Insurance is to be placed with California admitted insurers with a current A.M. Best’s rating of no less than A and be admitted, unless otherwise approved by SCAG.
g. Sub-Recipient shall furnish SCAG with original endorsements and certificates of insurance evidencing coverage required by this clause. All documents are to be signed by a person authorized by that insurer to bind coverage on its behalf. All documents are to be received and approved by SCAG before work commences. Upon request of SCAG at any time, Sub-Recipient shall provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications.
h. Sub-Recipient agrees to ensure that its Consultant(s) provide t he same minimum insurance coverage and endorsements required of Sub-recipient. Sub-Recipient agrees to monitor and review all such coverage and assumes all responsibility for ensuring t hat such coverage is provided in conformity with the requirements of this Section. However, in t he event Sub-Recipient’s Consultant(s) cannot comply with this requirement, which proof must be submitted to SCAG, Sub- Recipient shall be required to e nsure that its Consultant(s) pr ovide and maintain insurance coverage and endorsements sufficient to the specific risk of exposure involved with Consultant(s) scope of work and services, with limits less than required of t he Sub-Recipient, but in all other terms consistent with the Sub-Recipient’s requirements under this MOU. This provision does not relieve Sub-Recipient of its contractual obligations under the MOU and/or limit its liability to the amount of insurance coverage provided by its Consultant(s). Thi s provision is intended solely to provide Sub-Recipient with the ability to utilize Consultant(s) who may be otherwise qualified to perform the work or services but m ay not ca rry the sa me insurance limits as required of Sub- Recipient under this MOU given th e limited scope of work or ser vices provided by the Consultant(s). Sub-Recipient agrees that upon request, all agre ements with Consultant(s) will be submitted to SCAG for review.
14. Indemnification
Sub-Recipient shall fully defend, indemnify and hold harmless S CAG, its members, officers, employees, and agents from any and all claims, losses, liabilities, damages, expenses, suits or actions including attorneys’ fees, brought forth or arising under any theories or assertions of liability, occurring Docusign Envelope ID: 96F3D327-524E-4A3A-BED6-BD7090B7053E MOU No. :M-018-25
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by or resulting from or otherwise related to the Projects or th is MOU. Such obligations shall not, however, extend to any claims, lo sses, liabilities, damages, expenses, suits or actions that arise from SCAG’s gross negligence or willful misconduct.
15. Disputes
Except as otherwise provided in this MOU, any dispute arising under this MOU which is not resolved by mutual agreement shall be dec ided through binding arbitratio n by a three (3) member panel in accordance with the rules of the American Arbitration Associati on and as provided in this provision.
If this provision differs from the rules of the American Arbitr ation Association, then this provision shall control. Sub-Recipient shal l continue with the responsib ilities under this MOU during any dispute until the dispute is resolved. A judgment upon the awa rd rendered by arbitration may be entered into any court having ju risdiction thereof. The arbitr ation panel shall have the authority to grant any remedy or relief that would have been available to th e Parties had the matter been heard in a court of law. Following arbitration, the arbitration panel shall prepare a written decision containing the essential findings and conclusions on which the award is based so as to ensure meaningful judicial review of the decision. All expenses and fees for the arbitrator and expenses for hearing facilities and other expenses of arbitration sh all be borne equally by both Pa rties unless they agree otherwise or unless the arbitrator in the award assesses such expenses again st one of the parties or allocates such expenses other than equally between the Parties. Either Party may bring an action in court to compel arbitration under this MOU and to enforce an arbitration award.
16. Noncompliance
a. In the event of nonperformance or noncompliance with any requir ement of this MOU, including but not limited to project eligibility, schedule, deliverables, or milestone timelines, as outlined in the most current fully executed SOW Approval Form(s), SCAG may:
i. Issue a written notice to stop work. If such notice is provided, Sub-Recipient and its Consultant(s) shall immediately cease all work under the MOU. SCAG has the sole discretion to determine that Sub-Recipient is in compliance with the terms and conditions af ter a stop work order, and to deliver a written notice to Sub-Recipient to resume work under this MOU.
ii. Require repayment of the Project Funds or the Grant Funds.
iii. Terminate this MOU pursuant to Section 17.
b. Notwithstanding the provisions set forth above, or any other provision contained in this MOU, no remedy conferred by any of the sp ecific provisions of this MOU or the SOW Approval Form(s), is intended to be exclusive of any other remedy, and each and e very remedy shall be cumulative and shall be in addition to every other remedy existing at law or in equity or by statute or otherwise.
17. Termination of MOU
a. Termination for Cancellation or Reduction in REAP 2.0 Funding. In the event HCD terminates or cancels funding to SCAG, this MOU is deemed to be terminated an d SCAG shall be relieved of any and all obligations under this MOU as of the effective date of HCD’s termination. In the event Docusign Envelope ID: 96F3D327-524E-4A3A-BED6-BD7090B7053E MOU No. :M-018-25
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HCD reduces funding to SCAG, SCAG shall have the unilateral right to stop work, proportionally reduce funding to Sub-Recipient or terminate this MOU.
b. Termination for Convenience. Either Party may terminate this MOU at any time by giving written notice to the other party of such termination at least thirty ( 30) calendar days before the effective date of such termination. Should SCAG terminate the MOU for con venience, upon receipt of the notice of termination, Sub-Recipient shall immediately take act ion to avoid incurring any additional obligation costs or expenses except as may be necessary to terminate its activities or the activities of its Consultant(s). SCAG shall pay Sub-Recipient i ts reasonable and allowable costs through the effective date of termination and is not liable for any expenses after termination, including any costs associated with Consultant(s). In such event, all finished or unfinished Work Products shall be provided to SCAG.
c. Termination for Cause. If through any cause, either Party shall fail to timely and adequately fulfill its obligations under this MOU, o r if either Party violates any of the covenants, terms, or stipulations of this MOU, the non-breaching Party shall thereup on have the right to terminate the MOU by giving not less than ten (10) calendar days written noti ce to the breaching Party of the intent to terminate and specifying the effective date thereof. The non-breaching Party shall provide a reasonable opportunity for the breaching Party to cure prior to termination. In no event shall such opportunity to cure extend beyond the term of the MOU. In the event that SCAG invokes this termination for cause provision, Sub-Recipient shall reimburse S CAG for all funds provided for the Projects and all finished or unfinished Work Products shall be provided to SCAG at its option.
18. Records Retention
a. Sub-Recipient and its Consultant(s) shall maintain and make available, in accordance with Section 19 of this MOU, all source docume nts, books and records connect ed with the Projects, documentation of its normal proc urement policy and competitive procurement bid process and completed procurements related to the Projects, all work performed under this MOU, all evidence of environmental clearance, and evidence demonstrating the funding was used for the appropriate purposes for a minimum of five (5) years after December 31, 202 6. Wherever practicable, such records should be collected, transmitted, and stored in open and machine-readable formats.
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 and made available by Sub-Recipient and it s Consultant(s) for five (5) y ears after: (a) the conclusion or resolution of the matter; (b) the date an audit resolution is achieved for each annual SCAG OWP; or (c) December 31, 2026, whichever is later.
19. Monitoring and Audits
a. SCAG may monitor expenditures an d activities of Sub-Recipient a nd its Consultant(s) as SCAG deems necessary to ensure compliance with the MOU, the Statutes, the REAP 2.0 Guidelines and the Program Guidelines.
b. At any time during the term of this MOU, SCAG, HCD, the Califor nia Department of General Services, the California Bureau of State Audits, or their desig nated representatives may perform Docusign Envelope ID: 96F3D327-524E-4A3A-BED6-BD7090B7053E MOU No. :M-018-25
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or cause to be performed a financial audit of any and all phase s of the Projects. At their request, Sub-Recipient shall provide, at its own expense, a financial au dit prepared by an independent certified public accountant.
c. Sub-Recipient agrees that SCAG, H CD, the California Department of General Services, the California Bureau of State Audits, or their designated representatives shall have the right to review, obtain, and copy all records and supporting documentation relat ed to the performance of this MOU. Sub-Recipient agrees to provide any relevant information requested. Copies shall be made and furnished to SCAG upon request at no cost to SCAG.
d. Sub-Recipient agrees to permit SCAG, HCD, the California Depart ment of General Services, the California Bureau of State Audits, 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 mate rial that may be relevant to a matter under investigation for the purpose of determining compliance with this MOU, the Statutes, the REAP 2.0 Guidelines, or applicable state and federal laws, rules, and regulations.
e. If there are audit findings fro m SCAG or HCD’s audit, Sub-Recip ient must submit a detailed response acceptable to SCAG or HCD for each audit finding withi n ninety (90) days of the audit finding report.
20. Small Business and Disabled Veteran Business Enterprise Participation
a. If for this MOU Sub-Recipient made a commitment to achieve smal l business participation, then Sub-Recipient must within 60 days of receiving final payment un der this MOU (or within such other time period as may be specified elsewhere in this MOU) re port to SCAG the actual percentage of small business participation that was achieved. (Gov. Code § 14841.)
b. If for this MOU Sub-Recipient made a commitment to achieve disabled veteran business enterprise (“DVBE”) participation, then Sub-Recipient must within 60 days of receiving final payment under this MOU (or within such other time period as may be specified elsewhere in this MOU) certify in a report to SCAG: (1) the total amount the Sub-Recipient receiv ed under the MOU; (2) the name and address of the DVBE(s) that participated in the performance of the MOU; (3) the amount each DVBE received from the Sub-Recipient; (4) that all payments under the MOU have been made to the DVBE; and (5) the actual perc entage of DVBE participation t hat was achieved. A person or entity that knowingly provides fa lse information shall be subje ct to a civil penalty for each violation. (M&V Code § 999.5(d); Gov. Code § 14841.)
21. Compliance with Laws, Rules, and Regulations
a. Sub-Recipient agrees to comply with all federal, state and loca l laws, rules and regulations applicable to this MOU.
b. Non-Discrimination/Equal Employment Opportunity
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i. During the performance of this MOU, Sub-Recipient assures that no person shall be denied the MOU’s benefits, be excluded from participation or employmen t, be denied Project benefits, or be subjected to discrimination based on race, reli gious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gende r identity, gender expression , age, sexual orientation, or military and veteran status, under the Projects or any program or activity funded by this MOU, as required by Title VI of the Civil Rights Act of 1964, the Fa ir 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 regulat ions and guidelines issued pursuant to the ADA, and the Age Discrimination Act of 1975 an d all implementing regulations. Sub-Recipient shall ensure that the evaluation and treatment of employees and applicants for employment are free of such discrimination.
ii. Sub-Recipient shall comply with the provisions of the Fair Empl oyment 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 of the Government Code (Gov. Code §§ 11135-11139.5), and the regulatio ns or standards adopted by HCD to implement such article.
iii. Sub-Recipient shall permit access by representatives of the Dep artment of Fair Employment and Housing, SCAG, and HCD upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours’ notice, to such of it s books, records, accounts, and all other sources of information and its facilities as the Depa rtment of Fair Employment and Housing, SCAG, or HCD shall require to ascertain compliance with this Section.
iv. Sub-Recipient shall give written notice of its obligations unde r this Section to labor organizations with which they have a collective bargaining or other agreement.
v. Sub-Recipient shall adopt and implement affirmative processes a nd procedures that provide information, outreach and promot ion of opportunities in the Pro jects to encourage participation of all persons regardless of race, color, nationa l origin, sex, re ligion, familial status, or disability. This includes, but is not limited to, a minority outreach program to ensure the inclusion, to the maximum extent possible, of minorities an d women, and entities owned by minorities and women, as required by 24 C.F.R. § 92.351.
c. Recycling Certification. Sub-Recipient shall certify in writing under penalty of perjury, the minimum, if not exact, percentage of post-consumer material as defined in the Public Contract Code Section 12200, in products, materials, goods, or supplies offered or sold to SCAG regardless of whether the product meets the requirements of Public Contrac t Code Section 12209. With respect to printer or duplication cartridges that comply with the requirements of Section 12156(e), the certification required by th is subdivision shall specify th at the cartridges so comply (Pub.
Contract Code § 12205).
d. Anti-Trust Claims. Sub-Recipient, by signing this MOU, hereby c ertifies that if these services or goods are obtained by means of a c ompetitive bid, the Sub-Recip ient shall comply with Title 1, Division 5, Chapter 11 of the California Government Code (Gov. Code §§ 4550-4554).
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e. Child Support Compliance Act. If the Grant Funds provided under this MOU are in excess of $100,000, Sub-Recipient acknowledges in accordance with Public Contract Code 7110, that:
i. Sub-Recipient recognizes the importance of child and family sup port obligations and shall fully comply with all applicable state and federal laws relatin g to child and family support enforcement, including, but not limited to, disclosure of infor mation and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with Section 5200) of Part 5 of Division 9 of the Family Code; and
ii. Sub-Recipient, to the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new e mployees to the New Hire Registry maintained by the California Employment Development Department.
f. Priority Hiring Considerations. If this MOU includes services i n excess of $200,000, the Sub- Recipient shall give priority consideration in filling vacancies in positions funded by the MOU to qualified recipients of aid under Welfare and Institutions Code Section 11200 in accordance with Pub. Contract Code §10353.
g. Loss Leader. If this MOU involves the furnishing of equipment, materials, or supplies then the following statement is incorporated: It is unlawful for any person engaged in business within this state to sell or use any article or product as a “loss leader” as defined in Section 17030 of the Business and Professions Code. (PCC § 10344(e).)
22. Public Works and Construction
Without limiting the generality o f Section 21.a., Sub-Recipient agrees to ensure compliance with all applicable legal authority regarding construction standards and requirements, including but not limited to the following:
a. Labor Code Requirements
i. Sub-Recipient is hereby put on notice that the one or more of the Projects under the MOU may qualify as a public works project and Sub-Recipient will theref ore be required to determine whether the Project falls under a classification that would require payment of prevailing wages.
Services constituting public works are described in California Labor Code Sections 1720-1861, as may be amended or recodified by legislative action from time-to-time.
ii. If a Project qualifies as a public works project, Sub-Recipient shall be the Awarding Body for the public works project and required to comply with all requirements applicable to the Awarding Body.
iii. If Sub-Recipient or its Consulta nt(s) will perform services that require payment of prevailing wages, they are required to register with the California Department of Industrial Relations (DIR) in order to be compliant with the law. Neither Sub-Recipient nor its Consultant(s) may work on a public works project without a current and active DIR registration.
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iv. In the event that Sub-Recipient or its Consultant(s) engages in the performance of a public work under this MOU as defined by Labor Code Section 1770 et seq., Sub-Recipient and its Consultant(s) shall be required to cause such employees who are entitled to prevailing wages, to be paid the required wage amounts pursuant to applicable state law. Sub-Recipient and its Consultant(s) shall ensure compliance with the State of California’s General Prevailing Wage Rate requirements in accordance with California Labor Code, Section 1770, and all Federal, State, and local laws and ordinances applicable to the work.
v. Sub-Recipient further acknowledges that any work that qualifies a s a p u b l i c w o r k w i t h i n t h e meaning of California Labor Code Section 1720 shall require Sub-Recipient and its Consultant(s) to comply with the provisions of California Labor Code Sections 1775 et seq. Sub-Recipient agrees to ensure compliance with Labor Code Section 1776 regarding retention and inspection of payroll records and noncompliance penalties, Labor Code Section 1777.5 regarding employment of registered apprentices, and Labor Code Section 1813 regarding forfeiture for violations of the maximum hours per day and per week provisions contained in the same chapter.
b. Sub-Recipient shall comply with all applicable federal, state, and local procurement requirements for public works and construction projects and shall advertise, open bids, award, and approve all construction contracts in accordance with the California Public Contract Code and the California Labor Code.
c. All construction contracts for the Projects shall be administer ed and managed by Sub-Recipient.
Sub-Recipient shall prepare or have prepared a detailed schedule of performance for the Projects, ensuring that all construction is completed within the timeline allowed by the MOU. Sub-Recipient shall be responsible for requiring the construction contractor to furnish any applicable labor and material bonds and payments and p erformance bonds naming the Su b-Recipient as obligee, and SCAG as additional obligee, or an insurance policy in lieu of such bonds.
d. Sub-Recipient agrees to procure any and all permits, licenses and approvals necessary to complete the Projects, including those necessary to perform design, cons truction, operation and maintenance, and to comply with all California Environmental Quality Act (CEQA) and National Environmental Policy Act (NEPA) requirements applicable to the Projects. Sub-Recipient shall pay all charges and fees and give all notices necessary or incidental to the Projects.
e. Sub-Recipient shall prepare, or have prepared, all plans, specifications and estimates for the Projects and ensure that the Projects comply with all applicable federal and state accessibility requirements, including but not limited to the Americans with Disabilities Ac t, including its implementing regulations at 24 CFR Part 8 and any amendments, and California Government Code Section 4450, and applicable requirements and guidance provided in Title 24 of the California Code of Regulations, for the construction of buildings, structures, sidewalks, curbs and related facilities for accessibility
and usability.
f. Sub-Recipient shall conduct all necessary due diligence for the Projects, including but not limited to performing necessary environmental assessments/review of enviro nmental hazard reports, conducting engineer/geotechnical review, commissioning title reports to identify and evaluate the condition of title and encumbranc es on the subject property, in cluding but not limited to any Docusign Envelope ID: 96F3D327-524E-4A3A-BED6-BD7090B7053E MOU No. :M-018-25
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covenants, conditions and restrictions, determining the entity(ies) with site control, including whether any third parties have ownership or site control rights, and determining the suitability for the Projects.
g. Sub-Recipient shall ensure any contractors or subcontractors are paid in accordance with applicable laws and regulations.
h. Sub-Recipient shall comply with the procedure set forth in Public Contracts Code Section 9204 for processing contractor claims, paying undisputed amounts, and re quiring mediation of disputed amounts.
i. Sub-Recipient shall be responsible for ensuring ongoing maintenance of the Projects after completion.
SCAG shall not be responsible for ongoing maintenance of the Projects after completion.
23. Conflict of Interest
The Parties shall comply with all applicable federal and state conflict of interest laws, regulations, and policies.
24. Independent Contractor
Sub-Recipient and its Consultant(s) shall be independent contractors in the performance of this MOU, and not officers, employees, or agents of SCAG.
25. Assignment
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 of this MOU shall inure to the benefit of and shall be binding upon each of the Parties and their respective successors and assignees.
26. Release of Information
a. Subject to any provisions of law , including but not limited to the California Public Records Act, any Work Product or materials d eemed confidential by either Par ty shall be held confidential by the receiving Party who shall safeguard such confidential materials from unauthorized disclosure, using the same standard of care to avoid disclosure as the rece iving Party treats its confidential information, but in no case less than reasonable care. Nothing furnished to either Party which is otherwise known or is generally known, or has become known, to the related industry shall be deemed confidential.
b. Sub-Recipient shall not release any information or Work Product s to a third party or otherwise publish or utilize any information or Work Products obtained or produced by it as a result of or in connection with the performance of services under this MOU with out the prior written authorization of SCAG, except as provided under this MOU or as required by law (including, without limitation, pursuant to the California Public Records Act).
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c. All public-facing communications mat erials relating to this MOU or its subject matter shall acknowledge SCAG. Communications m aterials include, but are not limited to, site signage, printed information materials, print and online publications, w ebsites, advertisements, video, public service announcements, social media postings, events, media advisories, news releases, and all other related materials.
d. To ensure consistency of public i nformation about SCAG programs and funded work products, Sub-Recipient is required to not ify and coordinate with SCAG Pr oject Manager who will coordinate with SCAG’s Manager of Media & Public Affairs or a specified designee on any media inquiries or plans for proactively providing information to media outlets.
e. All communication materials must be provided to SCAG Project Manager prior to completion so that inclusion of this element can be confirmed.
27. Non-Exclusivity
Nothing herein is intended nor shall be construed as creating an exclusive arrangement between SCAG and Sub-Recipient. This MOU shall not restrict SCAG from acquir ing similar, equal or like services from other entities or sources.
28. Severability
If any provision of this 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 of the remaining provisions shall not be affected thereby.
29. Survival
The following sections survive expiration or termination of this MOU:
Section 5 (Funding)
Section 10 (Work Products)
Section 12 (Notices)
Section 13 (Insurance)
Section 14 (Indemnification)
Section 15 (Disputes)
Section 18 (Records Retention)
Section 19 (Monitoring and Audits)
Section 21 (Compliance with Laws, Rules, and Regulations) Section 22 (Public Works and Construction)
Section 23 (Conflict of Interest)
Section 26 (Release of Information)
Section 31 (Jurisdiction and Venue)
Section 32 (Waiver)
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30. Flow-Down Provisions
Sub-Recipient shall include the following provisions in all agr eements entered into containing funds provided under this MOU, require the provisions below that survive expiration or termination of this MOU to survive, and shall include a requirement in all agreemen ts that each of them in turn include the requirements in all contract s and subcontracts they enter i nto to perform work under the Project.
SCAG does not have a contractual relationship with Sub-Recipient’s Consultants, and Sub-Recipient shall be fully responsible for monitoring and ensuring compliance with these provisions.
Section 3.c. (Scope of Work and Sub-Recipient’s Responsibilities – nexus to REAP 2.0) Section 3.e. – 3.g. (Scope of Work and Sub-Recipient’s Responsibilities – procurements) Section 3.k. (Scope of Work and Sub-Recipient’s Responsibilities – penalty of perjury) Section 5.e. (Funding – repayment of ineligible costs)
Section 6 (Invoices)
Section 7 (Reporting)
Section 8 (Accounting)
Section 9 (Allowable Uses of Grant Funds)
Section 10 (Work Products)
Section 13 (Insurance)
Section 14 (Indemnification)
Section 18 (Records Retention)
Section 19 (Monitoring and Audits)
Section 20 (Small Business and Disabled Veteran Business Enterprise Participation) Section 21 (Compliance with Laws, Rules, and Regulations) Section 22 (Public Works and Construction)
Section 23 (Conflict of Interest)
Section 24 (Independent Contractor)
Section 25 (Assignment)
Section 26 (Release of Information)
Upon SCAG’s request, Sub-Recipient shall provide SCAG a copy of any such agreement.
31. Jurisdiction and Venue
This MOU shall be deemed an agreement under the laws of the State of California and for all purposes shall be interpreted in accordance with such laws. Subject to t he provisions in Section 15, the Parties hereby agree and consent to the exclusive jurisdiction of the courts of the State of California and that the venue of any action brought thereunder shall be Los Angeles County, California.
32. Waiver
No delay or failure by either Party to exercise or enforce at a ny time any right or provision of this MOU shall be considered a waiver thereof of such Party’s right thereafter to exercise or enforce each and every right and provision of this MOU. A Waiver to be vali d shall be in writing but need not be supported by consideration. No single waiver shall constitute a continuing or subsequent waiver.
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33. Standard of Care
Sub-Recipient and its Consultant(s) shall perform the work requ ired for the Project under this MOU in accordance with generally accepted industry standards, practices, and principles applicable to such work.
34. Force Majeure
Neither Party shall be liable or deemed to be in default for any delay or failure in performance under this MOU or interruption of services resulting, directly or indirectly, from acts of nature, civil or military authority, acts of public enemy, war, strikes, labor disputes, pandemics, or any other similar cause beyond the reasonable control of the Parties, provided that the Party seeking to delay or excuse its performance as a result of such event shall notify the other Party in writing of such circumstances within not more than ten (10) days following the first occurrence of the event formi ng the basis of the delay or excuse of performance. In the event that the Party seeking to delay or excuse its performance fails to timely deliver the notice described in the previous sentence, then such event shall not relieve the Party from its timely performance.
35. Entire MOU
This MOU, comprised of these terms and conditions, the attached exhibits, and any properly executed amendments, represents and contai ns the entire agreement of the Parties with respect to the matters set forth herein. This MOU supersedes any and all prior negotiations, discussions and, if any, previous agreements between the Parties with respect to the matters set forth herein.
36. Execution
This MOU, or any amendments relat ed thereto, may be executed in multiple c ounterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.
The signature page of this MOU or any amendments may be execute d by way of a manual or authorized digital signature. Delivery of an executed counterpa rt 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.
37. Effective Date
This MOU shall be effective as of the last date on which the do cument is executed by all Parties, except for those certain costs defined in Section 4d. (Reimburs ement) of the Program Guidelines specifically associated with program development, such as prepa ration of the program application, outreach to the subregional part ners’ jurisdictions, developmen t of guidelines and other related documents, and development of scopes of work, solicitation requ ests, and contracts, shall be eligible for reimbursement as of July 30, 2024.
38. Authority
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adopted or passed, as an official act of Sub-Recipient's govern ing body, authorizing receipt of the Grant Funds, and directing and designating the authorized representative(s) of Sub-Recipient to act in connection with the Projects and to provide such additional information as may be required by SCAG.
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SIGNATURE PAGE TO
MEMORANDUM OF UNDERSTANDING
No. M-018-25
IN WITNESS WHEREOF, the Parties have caused this Memorandum of Understanding to be executed by their duly authorized representatives as of the dates indicated below:
SOUTHERN CALIFORNIA ASSOCIATION OF GOVERNMENTS (“SCAG”)
By: _______________________________________________ ___________ ______ Cindy Giraldo Date
Chief Financial Officer
APPROVED AS TO FORM:
By: _______________________________________________ ___________ ______ Richard Lam Date
Senior Deputy Legal Counsel
Western Riverside Council of Governments (“Sub-Recipient”)
By: _______________________________________________ ___________ ______ Dr. Kurt Wilson
Date
Executive Director
APPROVED AS TO FORM:
By: _______________________________________________ ___________ ______ Steven DeBaun
Date
General Counsel
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2/19/2025
2/19/2025
2/19/2025
Exhibit A – Scope of Work
Project Name: Housing Technical Assistance
Project Description: This work program provides technical assistance to WRCOG member jurisdictions to implement local housing element programs that support development and expand housing options in infill areas as defined in the state REAP 2.0 program guidelines. Key activities can include rezonings, General Plan and municipal code amendments, site preparations, infrastructure enhancements, and energy efficiency programs. The program will also assist cities in achieving the Prohousing Designation by supporting application development and implementing "prohousing" activities to enhance competitiveness for state funding. These efforts will tie into the REAP 2.0 program objectives to affirmatively further fair housing, reduce vehicle miles traveled, and accelerate infill development, addressing housing needs in infill areas in the WRCOG region.
Final Deliverable:
Prohousing designation packages, including specific adopted work plans Adopted work products delivered through Technical Assistance. Examples include but are not limited to development standards, zoning ordinances, general plans, specific plans, etc. Project Metrics
Project Budget: $1,629,834
Docusign Envelope ID: 96F3D327-524E-4A3A-BED6-BD7090B7053E
Regional Early Action Planning Grants of 2021 (REAP 2.0) Subregional Partnership Program 2.0
Scope of Work Approval Form - Project Summary
1 Subregion:
Project:
☐Original Scope of Work Approval
☐Revision Requested to A dd, Remove, or Change Project Manager ☐Revision Requested to Project Tasks (Please check all that apply) ☐Revise/Delete a Previously Approved Task ☐Revise Task Budget ☐Change Project/Task Date ☐Change in Deliverable (Interim) ☐Other (Please describe)
SCAG Approval Date: ___________________________
Revision No. NUMBER
Revision Effective Date: _________________________
Original Approved Summary of Projects Tasks (approved on DATE)
P
roject/Activity Tasks Outline
Task and sub-tasks Staff/Consultant Estimated cost Begin date End date Deliverable
1.0 Project
Administration and
Management
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a date.
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Total Project Cost $Click to
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Exhibit B – Scope of Work Approval Form
Docusign Envelope ID: 96F3D327-524E-4A3A-BED6-BD7090B7053E
Regional Early Action Planning Grants of 2021 (REAP 2.0) Subregional Partnership Program 2.0
Scope of Work Approval Form - Project Summary
2 Requested Revisions to Project Tasks
If a revision is requested, please also update the project/activity task outline(s) below and highlight the changes.
Revised Project/Activity Tasks Outline
Task and sub-tasks Staff/Consultant Estimated cost Begin date End date Deliverable
1.0 Project
Administration and
Management
Both $Click or
tap here to
enter text.
Both $Click or
tap here to
enter text.
Click to
enter a
date.
Click to enter
a date.
Both $Click or
tap here to
enter text.
Click to
enter a
date.
Click to enter
a date.
Both $Click or
tap here to
enter text.
Click to
enter a
date.
Click to enter
a date.
Both $Click or
tap here to
enter text.
Click to
enter a
date.
Click to enter
a date.
Total Project Cost $Click to
enter text.
Route all budget changes to Accounting and B&G.
Signatures below to approve revisions also indicate approval of any modifications to subsequent pages.
Revision Approval Requested By: Revision Approved By:
SRP2 PROJECT MANAGER SCAG Department Manager
Name / Title Name / Title
_______________________________________ _______________________________________ Signature Date Signature Date
Docusign Envelope ID: 96F3D327-524E-4A3A-BED6-BD7090B7053E
Regional Early Action Planning Grants of 2021 (REAP 2.0) Subregional Partnership Program 2.0
Scope of Work Approval Form - Project Summary
3 Revision Approved By:
SCAG Deputy Director or Authorized Designee
Name / Title
________________________________________
Signature Date
Docusign Envelope ID: 96F3D327-524E-4A3A-BED6-BD7090B7053E
Regional Early Action Planning (REAP) Grant
Subregional Partnership Program 2.0
Scope of Work Approval Form – New Project Sheets
4 Project Metrics
Each REAP 2.0 project requires metrics to quantitatively measure the project’s outcome. Project metrics selected on this form will be included in the REAP 2.0 SRP2 quarterly progress reporting form. Please select all metrics that will apply to your approved projects:
1. Sample
☐ Sample
Docusign Envelope ID: 96F3D327-524E-4A3A-BED6-BD7090B7053E
Regional Early Action Planning (REAP) Grant
Subregional Partnership Program 2.0
Scope of Work Approval Form – New Project Sheets
5 1 Project
☐ Metrics for this project have been selected in the “Project Metrics” portion of this form.
_____ (Insert Number of) Procurements Expected for this Project
Brief Description of Project: (Pulled from project application)
Alignment with SCAG Connect SoCal regional priorities:
Connection to REAP 2.0 Objectives (AFFH, Reducing VMT, Accelerating Infill Development):
Signatures on this page indicate approval of the initial Scope of Work Approval Form in its entirety. Revisions do not require new signatures in this section.
Initial SAF Approved By: Initial SAF Approved By:
SRP2 Project Manager SCAG Department Manager Name / Title Name / Title
________________________________________ ______________________________________ Signature Date Signature Date
Initial SAF Approved By:
SCAG Deputy Director or Authorized Designee
Name / Title
________________________________________
Signature
Date
Docusign Envelope ID: 96F3D327-524E-4A3A-BED6-BD7090B7053E Exhibit C
Invoice Submittal Requirements
SCAG will provide the Sub-Recipient an Invoice Template in Excel file format. The Invoice Template must be used to request reimbursement from SCAG. Detailed submittal instructions for filling out and submitting are provided in the Invoice Template . The Invoice Template may be amended from time to time and does not guarantee that any invoi ces will be approved or that the Sub-Recipient will receive payment. The Invoice Template will require information and supporting documentation such as, but not limited to:
a. SCAG’s “Bill To” information as stated in the above paragraph “b.” of this section; b. Invoice number specified by the Sub-Recipient. The invoice number must be unique for each invoice submitted;
c. Invoice date;
d. Billing period specified with beginning and ending dates. The beginning date must not be sooner than the MOU Effective Date of the Agreement, or within any previous billing dates;
e. Total amount due for the billing period;
f. MOU Number, SCAG Project/OWP Number, and the MOU Term Date; g. Project Title;
h. Agency Name, Agency Project Manager Name, and Project Manager Email Address; and i. SCAG Project Manager Name.
j. Progress report
k. Cost by task and/or cost category
l. Detailed description of Other Direct Charges
m. Proof of payment
n. Timesheets
o. Payroll report/Payroll registers
Docusign Envelope ID: 96F3D327-524E-4A3A-BED6-BD7090B7053E Exhibit D – Sub-Recipient Report Template
PENDING GUIDANCE FROM HCD
Docusign Envelope ID: 96F3D327-524E-4A3A-BED6-BD7090B7053E