MEMORANDUM OF UNDERSTANDING
No. M-007-22
SCAG Overall Work Program (OWP) No: 300-4887Y0.04
Federal/State Awarding Agency: State of California, Department of Housing and Community Development
CFDA Number and Name: N/A
Federal Award Identification Number (FAIN) No: N/A
Federal Award Date: N/A
Total Amount of the Federal Award: N/A
Federal Award Project Description: N/A
Federal Awarding Official: N/A
Sub-Recipient Name: City of Riverside
Sub-Recipient's UEI No: N/A
Total Amount of Federal Funds Obligated to the Sub-Recipient: $0 Total Amount of Non-Federal Funds Obligated to the Sub-Recipient: $250,000 Total Amount of the Sub-Award: $250,000
Subaward Period of Performance Start Date: Effective Date of MOU Subaward Period of Performance End Date: November 1, 2023 Type of Contract: Project Specific
Method of Payment: See Section 6 of this MOU
Project R&D: N/A
Indirect Cost Rate for the Federal Award: N/A
Subaward Project Title: City of Riverside (PARTNER AGENCY) REGIONAL EARLY ACTION
PLANNING (REAP) GRANT
Subaward Project Description: City of Riverside (PARTNER AGENCY) Regional Early Action Planning (REAP) Grant Transformative Climate Communities (TCC) Riverside Technical Assistance Project (REAP PROGRAM AREA) will utilize REAP funding to implement planning projects to further the development of housing within the City of Riverside jurisdiction.
MOU No.:M-007-22
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MEMORANDUM OF UNDERSTANDING
No. M-007-22
BETWEEN THE
SOUTHERN CALIFORNIA ASSOCIATION OF GOVERNMENTS
AND CITY OF RIVERSIDE
FOR TCC RIVERSIDE TECHNICAL ASSISTANCE PROJECT
(SCAG Project/OWP No. 300-4887Y0.04)
This Memorandum of Understanding ("MOU" or "Agreement") is entered by and between the Southern
RECITALS
WHEREAS, SCAG is a Joint Powers Agency and a federally designated Metropolitan Planning Organization ("MPO") for Southern California. As an MPO, SCAG is primarily responsible for the development of a Regional Transportation Plan/Sustainable Communities Strategy ("RTP/SCS") for the counties of Imperial, Los Angeles, Orange, San Bernardino, Riverside, and Ventura; WHEREAS, on February 27, 2020, the California Department of Housing and Community Development ("HCD") released a Notice of Funding Opportunity ("NOFA") for the Regional Early Action Planning Grant Program (the "REAP Program");
WHEREAS, the NOFA was made available as a portion of the Local Government Planning Grants Program (as described in Health and Safety Code section 50515.02) pursuant to Chapter 3.1 of Health and Safety Code (Sections 50515 to 50515.05) (Chapters 159, Statutes of 2019); WHEREAS, SCAG applied for grant funding and HCD awarded up to $47,471,023 (the "Full Funding Amount") to SCAG under the REAP Program;
WHEREAS, under its funding agreement with HCD, SCAG is required to deliver HCD all final invoices for reimbursement on or before November 1, 2023, SCAG has requested an amendment to this agreement to extend this deadline;
WHEREAS, all obligations of SCAG under this MOU are subject to HCD extending the timelines in the funding agreement;
WHEREAS, on March 5, 2020, SCAG's Regional Council allocated approximately $23 million of the Full Funding Amount to fund subregional partnership projects for planning activities that will accelerate housing production and facilitate compliance in implementing the Sixth Cycle of Regional Housing Needs Allocation ("RHNA") (the "Subregional Partnership Program"), with the funding amount available for each subregional partner based on the final Sixth Cycle of RHNA allocation; Date: June 2. 2023
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WHEREAS, the balance of the Full Funding Amount was allocated toward various eligible activities under the REAP Program in accordance with the NOFA, as approved by HCD; WHEREAS, as part of its REAP Program, SCAG staff surveyed TCC-funded jurisdictions in the region and invited the selected participants that had a supplemental project eligible for REAP funding; for the RA. Programe A cope overped and sheree on prorate a retAil SCA reviewed and approved the Scope of Work;
WHEREAS, pursuant to its annual Overall Work Program ("OWP"), SCAG will be engaged in activities and projects that will require certain technical, professional, or support services from time to time related to its work regarding the Project;
WHEREAS, the purpose of this MOU is to describe the responsibilities of the Parties as well as the use and payment of the REAP funds for the Project;
WHEREAS, this MOU shall supersede and replace any previous agreements or negotiations between SCAG and the Partner Agency related to the Project described herein; and WHEREAS, SCAG's Fiscal Year is from July 1 through June 30.
NOW THEREFORE, IT IS MUTUALLY AGREED THAT:
1. MOU Contents
This MOU is comprised of these terms and conditions and any attached Exhibits and may be amended only by written agreement between SCAG and the Partner Agency. The Recitals to this Agreement are also incorporated herein by this reference.
2. Responsibilities of the Parties:
a. SCAG will:
1) Contribute funding for the Project in accordance with Section 5, Funding, below. 2) Once its funding agreement with HCD has been amended, procure a consultant ("Consultant"') to perform the services required for the Project in consultation with Partner Agency staff, in accordance with SCAG's Procurement Policies and Procedures. 3) Following execution of the contract between SCAG and the Consultant, SCAG shall, in consultation with the Partner Agency:
a) Oversee and manage the Consultant's activities in performing the Scope of Work and the Consultant's compliance with its obligations under the Consultant's contract with SCAG. b) Write and negotiate the Final Task Order/issue a Notice to Proceed with the Consultant.
Date: June 2, 2023
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c) Have a designated Project Manager that participates in check-ins and reviews materials as laid out in the Scope of Work (once the Project is formally kicked off). d) Review and approve Consultant's invoices and deliverables. 4) Be responsible for final approval of Consultant's deliverables consistent with the Scope of Work; provided, however, that prior to approving a deliverable from the Consultant, the SCAG's Project Manager shall consult with the Partner Agency's Project Manager. b. The Partner Agency will:
1) Perform its duties under this MOU, in accordance with applicable State requirements, and the provisions of this MOU.
2) Draft all scopes for the Project work with assistance as needed from SCAG. 3) Act as Project Manager point of contact for procurements (with SCAG Analyst). 4) Participate in the Proposal Review Committee ("PRC") for the Consultant selection process. 5) Provide SCAG Project Manager with technical guidance for the Project in directing, overseeing, and managing the work of the Consultant.
6) Provide any required decisions as promptly as practicable to avoid unreasonable delay and provide technical leadership and support for reporting/invoicing as necessary. c. In the event that the Partner Agency believes an amendment to the Consultant contract is required, the Partner Agency shall notify SCAG's Project Manager in writing of the recommended changes and basis therefor. Any decision to amend the Consultant contract shall be made by SCAG, in its sole discretion. The Partner Agency shall have no authority to promise or execute any such amendment, and the Partner Agency shall not make any representations to the Consultant regarding a proposed amendment.
3. Term
The Term of this Agreement shall begin on the Effective Date of the Agreement and continue until November 1, 2023 hereinafter referred to as the "Completion Date," unless terminated earlier as provided herein. Time is of the essence in the performance of services under this MOU.
4. Program Management
a. All work under this MOU shall be coordinated with SCAG and the Partner Agency through the Project Managers.
b. For purposes of this MOU, SCAG designates the following individual as its Project Manager:
Date: June 2, 2023
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Name: Nashia Lalani
Title: Associate Regional Planner
Phone: (213) 630-1477
Email: [email protected]
SCAG reserves the right to change this designation upon written notice to the Partner Agency.
c. For purposes of this MOU, the Partner Agency designates the following individual as its Project Manager:
Name: Matthew Taylor
Title: Principal Planner
Phone: (951) 826-5944
Email: [email protected]
The Partner Agency reserves the right to change this designation upon written notice to SCAG.
5. Funding
a. SCAG's contribution to the Project is funded wholly with REAP Program funds (the "Grant Funds"). SCAG shall contribute a maximum, not to exceed Two-Hundred Fifty Thousand Dollars ($250,000) towards the Project to be used solely for the procurement and payment of the Consultant. No Grant Funds will be provided directly to Partner Agency by SCAG. b. SCAG shall only procure a Consultant and provide funding for the Project if its funding agreement with HCD is extended. SCAG shall have no obligation to provide any funding if its funding agreement with HCD is not extended. In the event that SCAG's agreement with HCD is not extended, this agreement shall terminate in accordance with Section 19 of this MOU. c. SCAG shall not be obligated to make payments for any Project costs that exceed Two-Hundred Fifty Thousand Dollars ($250,000). SCAG shall not be obligated to pay for any increase in Project costs which exceeds SCAG's obligated funding amount. SCAG shall not be obligated to make payments from any source other than Grant Funds provided by HCD to SCAG pursuant to the REAP d. SCAG reserves the right, in its sole discretion, to discontinue funding the Program and terminate the contract as described in Section 19 of this MOU.
6. Allowable Uses of Grant Funds
a. SCAG shall be accountable to oversee Consultants' performance. The agreement between SCAG and the Consultant shall provide for compliance with all applicable requirements of this Agreement as determined by SCAG.
b. There must be a strong implementation component for the funded activity through REAP, including, where appropriate, agreement by the Partner Agency to submit the completed planning document to the applicable board, council, or other entity for adoption. If the Partner Agency does Date: June 2. 2023
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not formally request adoption of the funded activity, it may be subject to repayment of the Grant Funds.
c. In the event that it is determined, at the sole discretion of SCAG, that the Partner Agency is not meeting the terms and conditions of the Agreement, immediately upon receiving a written notice from SCAG to stop work, the Partner Agency shall cease all work under the Agreement. SCAG has the sole discretion to determine that the Partner Agency meets the terms and conditions after a stop work order, and to deliver a written notice to the Partner Agency to resume work under the Agreement.
7. Electronic Version of Work Products
a. For purposes of this Agreement, "Work Products" shall mean any deliverables, including reports, data files, newsletters or any other written or electronic materials provided pursuant to the Scope of Work.
b. SCAG shall own all Work Products and shall grant to the Partner Agency a perpetual royalty-free, non-assignable, non-exclusive and irrevocable license to reproduce, publish or otherwise use Work Products related to the Project and developed as part of this MOU; provided, however, that any reproduction, publishing, or reuse of the Work Products will be at the Partner Agency's sole risk and without liability or legal exposure to SCAG.
c. Subject to any provisions in the California Public Records Act to the contrary, SCAG's contract with the Consultant shall require that all deliverables and related materials related to the Project shall be held confidential by Consultant. Nothing furnished to the Partner Agency or SCAG which is otherwise known or is generally known, or has become known, to the related industry shall be deemed confidential. The Partner Agency shall also safeguard such confidential materials from unauthorized disclosure, using the same standard of care to avoid disclosure, as the Partner Agency treats its confidential information, but in no case less than reasonable care.
8. MOU Changes
No alteration or deviation of the terms of this MOU shall be valid unless made in writing in the form of MOU Amendment and fully and properly executed by both 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.
9. 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 served 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
Date: June 2,2023
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Los Angeles, CA 90017
(213) 630-1413
[email protected]
SCAG reserves the right to change this designation upon written notice to the Partner Agency.
To Partner Agency: Matthew Taylor
Principal Planner
City of Riverside
3900 Main Street - 3rd Floor
Riverside, CA, 92522
(951) 826-5944
[email protected]
10. Insurance
The Partner Agency, at its own expense, shall procure and maintain policies of insurance of the types and amounts below, for the duration of the MOU. The policies shall state they afford primary coverage.
Notwithstanding the foregoing, the Partner Agency shall have the right, at its election but upon written notice to SCAG, to maintain all such insurance required under this Section 10 under a program of self- insurance or self-administered claims in lieu of purchasing such insurance; provided, however, that the scope and coverage limits are not less than those required below in subdivisions (a) and (b) below and provided, further, that the provisions in subdivision (c) apply to any self-insurance program. Any notice by the Partner Agency shall detail consistency of its self-insurance program with the requirements of this Section 10. The minimum required insurance coverage required by SCAG is set forth below unless otherwise waived by SCAG, in its sole discretion. SCAG shall, in its contract with the Consultant, require that the Consultant provide insurance as specified in this section, and as further detailed in subparagraph (g) below.
a. Minimum Scope of Insurance - Coverage shall be at least as broad as:
1) Insurance Services Office Commercial General Liability coverage (Occurrence form CG0001), or its equivalent.
b. Minimum Limits of Insurance - The Partner Agency shall maintain limits no less than:
1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. c. Other Insurance Provisions -The Partner Agency should comply with the other insurance provisions.
The general liability policy shall contain, or be endorsed to contain, the following provisions:
1) SCAG, its officials and employees are to be covered as additional insureds, as respects to liability arising out of the activities performed by or on behalf of the Partner Agency, products and completed operations of the Partner Agency; premises owned, occupied or used by the Partner Date: June 2, 2023
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Agency; or automobiles owned leased, hired or borrowed by the Partner Agency. The coverage shall contain no special limitations on the scope of protection afforded to SCAG, its officials and employees.
2) For any claims related to this Project, the Partner Agency's insurance coverage shall be primary insurance as respects SCAG, its officials and employees. Any insurance or self-insurance maintained by SCAG shall be excess of the Partner Agency's insurance and shall not contribute with it.
3) 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. 1) The Partner Agency'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. Deductibles and Self-Insured Retentions - Any deductibles or self-insured retentions in amounts over $10,000 must be declared to and approved by SCAG.
e. Acceptability of Insurers - 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. f. Verification of Coverage - The Partner Agency 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, the Partner Agency shall provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications. g. Consultant Insurance Requirements- SCAG shall require that the Consultant provide insurance in the types and amounts as specified above. SCAG shall require that the Consultant name the Partner Agency as an additional insured and provide the above specified endorsements in favor of the Partner Agency as well as in favor of SCAG.
11. Indemnification
a. Except for the negligence or willful misconduct of SCAG and any of its directors, officers, agents, employees, assigns, and successors in interest, the Partner Agency undertakes and agrees to defend, indemnify, and hold harmless SCAG and any of its directors, officers, agents, employees, assigns, and successors in interest from and against all suits and causes of action, claims, losses, demands and expenses, including, but not limited to, attorney's fees and cost of litigation, damage or liability of any nature whatsoever, for death or injury to any person, including SCAG's employees and agents, or damage or destruction of any property of either party hereto or of third parties, arising in any manner by reason of the acts, errors or omissions or violations of law by the Partner Agency, employees and agents in connection with its activities in pursuing the Project or under this MOU.
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b. SCAG shall require that the Consultant provide indemnification for the Partner Agency to the same extent as SCAG, in the contracts) between SCAG and the Consultant for work related to this Agreement.
12. Records Retention and Audits
a. The Partner Agency shall maintain all source documents, books and records connected with the Project and all work performed under this MOU for a minimum of three (3) years after the end of term of this MOU. Records relating to any and all audits or litigation relevant to this MOU shall be retained for five years after the conclusion or resolution of the matter or the date an audit resolution is achieved for each annual SCAG Overall Work Program ("OWP"), whichever is later, and shall make all supporting information available upon request for inspection and audit by representatives of SCAG, HCD, the California State Auditor, or other authorized government agency. Copies shall be made and furnished by SCAG upon request at no cost to SCAG. b. SCAG shall maintain all source documents, books and records connected with the Project under this MOU for a minimum of three (3) years after the end of term of this MOU. Records relating to any and all audits or litigation relevant to this MOU shall be retained for five years after the conclusion or resolution of the matter or the date an audit resolution is achieved for each annual SCAG OWP and shall make all supporting information available upon request for inspection and audit by representatives of the Partner Agency, HCD, the California State Auditor, or other authorized government agency. Copies shall be made and furnished by the Partner Agency upon request at no cost to the Partner Agency.
c. The Partner Agency agrees that SCAG and HCD shall have the right to review, obtain, and copy all records and supporting documentation to the performance of this Agreement. The Partner Agency agrees to provide any relevant information requested. d. The Partner Agency agrees to permit SCAG and HCD 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 for the purpose of determining compliance with statutes, program guidelines, and this Agreement. e. 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 must be retained by the Partner Agency until completion of the action and resolution of all issues which arise from it.
Records relating to any and all audits or litigation relevant to this Agreement shall be retained for five (5) years after the conclusion or resolution of the matter. SCAG shall include this records retention requirement in its contract with the Consultant.
13. General Terms and Conditions
a. The Partner Agency shall adhere to the requirements contained in the State of California General Terms and Conditions (GTC 04/2017), attached hereto and incorporated as "Exhibit B". Such requirements shall apply to the Partner Agency to the same extent as SCAG and may include, but are not limited to:
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1) Recycling Certification
2) Non-Discrimination Clause
3) Anti-Trust Claims
4) Child Support Compliance Act
Priority Hiring Considerations
6) Small Business Participation and DVBE Participation
14. Equal Employment Opportunity/Nondiscrimination
a. In the performance of work undertaken pursuant to this MOU, the Parties and their assignees and successors in interest, shall affirmatively require that their employees and contractors shall not unlawfully discriminate, harass or allow harassment, against any person, employee or applicant for employment because of 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. b. The Parties shall ensure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. The Parties shall comply with the provisions of the Fair Employment and Housing Act (Government Code, Section 12900 et seq.), the applicable regulations promulgated there under (California Code of Regulations, Title 2, Section 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 regulations or standards adopted by the awarding state agency to implement such article.
c. The Parties shall permit access by representatives of SCAG, the Department of Fair Employment and Housing and the awarding state agency upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours' notice, to such of its books, records, accounts, and all other sources of information and its facilities as said Department shall require to ascertain compliance with this clause. The Parties shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. The Parties shall include the nondiscrimination and compliance provisions of this clause in all sub- agreements to perform work under this MOU.
d. The applicable regulations of the Fair Employment and Housing Commission implementing the Government Code sections referenced above, are incorporated into this MOU by reference and made a part hereof as if set forth in full.
e. In the event of noncompliance by either Party with the nondiscrimination provisions of this MOU, the other Party may cancel, terminate or suspend the MOU, in whole or in part. f. If required by the Department of Fair Employment and Housing, additional or alternate sanctions for noncompliance may be imposed.
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15. Conflict of Interest
The Parties shall comply with federal and state conflict of interest laws, regulations and policies as well as all applicable federal and state laws, regulations and policies in connection with its activities pursuant to this Agreement.
16. Independent Contractor
The Partner 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.
17. Disputes
a. In the event of a dispute among the Parties concerning a question of fact arising under this Agreement that is not disposed of by agreement, which involves a decision by the Department's Housing Policy Development Manager (or the Manager's designee) who may consider any written or verbal evidence submitted by SCAG, the decisions of the Department shall be final and not subject to further appeal pursuant to Health and Safety Code Section 50515.04(g). SCAG shall include in such submittal to the Department any written or verbal evidence submitted to SCAG by the Parties, at the discretion of SCAG, as part of this process. Neither the pendency of a dispute nor its consideration by the Department will excuse the Parties from full and timely performance in accordance with the terms of this agreement.
b. For other disputes and except as otherwise provided in this MOU, if a dispute arises between the Parties to this MOU, the Parties hereto agree to use the following procedure to resolve such dispute, prior to pursuing other legal remedies:
c. A meeting shall be held promptly between the Parties that will be attended by the Partner Agency's Project Manager and SCAG's Project Manager as well as individuals with decision-making authority (to the extent reasonably possible), who will attempt in good faith to negotiate a resolution of the dispute.
d. If the Parties are unsuccessful in resolving the dispute under (c) above, they may:
1) agree to submit the matter to mediation, binding judicial reference, or a private adjudicator (if all Parties so agree); or
2) initiate litigation following advance written notice to the other Party of not less than thirty (30) days.
e. If any Party should bring a legal action against the other to enforce the terms of this MOU, the prevailing Party shall be entitled to recover reasonable attorneys' fees and costs, as determined by a court of competent jurisdiction in said proceeding.
f. Neither the pendency of a dispute nor its consideration by a Party or the State shall excuse the other Party from full and timely performance in accordance with the terms of this MOU.
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18. Noncompliance
In addition to such other remedies as provided by law, in the event of nonperformance or noncompliance with any grant condition or specific requirement of this MOU, this MOU may be terminated pursuant to Section 19.
19. Termination of MOU
a. Termination Resulting from Lack of Extension of the Deadlines in SCAG's REAP Funding Agreement with HCD. In the event that HCD does not agree to extend the deadlines in the funding agreement between SCAG and HCD, this Agreement is deemed to be terminated. 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. In such event, all finished or unfinished documents and other materials as described in the MOU shall be provided to SCAG and the Consultant shall be paid for all services performed through the effective date of termination, provided the required consultation between the Partner Agency and SCAG has been undertaken in accordance with Section 2 of this MOU. Any Party terminating this MOU before the effective date of termination shall be responsible for any actual, incurred termination costs incurred by the Consultant as a result of such termination notice.
c. Termination for Cause (Partner Agency Default). If through any cause, the Partner Agency shall fail to timely and adequately fulfill its obligations under this MOU, or if the Partner Agency violates any of the covenants, agreements, or stipulations of this MOU, SCAG shall thereupon have the right to terminate the MOU by giving not less than ten (10) calendar days written notice to the Partner Agency of the intent to terminate and specifying the effective date thereof. SCAG shall provide a reasonable opportunity for the Partner Agency 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 clause, all finished or unfinished documents and other materials as described in the MOU shall be returned to SCAG at its option. d. Termination for Cause (SCAG Default). If through any cause, SCAG shall fail to timely and adequately fulfill its obligations under this MOU, or if SCAG violates any of the covenants, agreements, or stipulations of this MOU, the Partner Agency shall thereupon have the right to terminate the MOU by giving not less than ten (10) calendar days written notice to SCAG of the intent to terminate and specifying the effective date thereof. The Partner Agency shall provide a reasonable opportunity for SCAG to cure prior to termination. In no event shall such opportunity to cure extend beyond the term of the MOU. In the event that the Partner Agency invokes this termination clause, all finished or unfinished documents and other materials as described in the MOU shall be returned to the Partner Agency at its option.
20. Non-Assignment
a. Neither Party shall assign 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 Date: June 2. 2023
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sole and absolute discretion. Any assignment without such written consent shall be void and unenforceable.
b. 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.
21. Release of Information
The Partner Agency shall not release any information to a third party or otherwise publish or utilize any information obtained or produced by it as a result of or in connection with the performance of services under this Agreement without the prior written authorization of SCAG, except as required by law (including, without limitation, pursuant to the California Public Records Act) and with prior written notice to SCAG.
22. Non-Exclusivity
Nothing herein is intended nor shall be construed as creating an exclusive arrangement between SCAG and the Partner Agency. This Agreement shall not restrict SCAG from acquiring similar, equal or like services from other entities or sources.
23. 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.
24. Survival
The following sections survive expiration or termination of this MOU:
Section 7 (Electronic Version of Work Products)
Section 11 (Indemnification)
Section 17 (Disputes)
Section 21 (Release of Information)
25. 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. Both 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.
26. Waiver
No delay or failure by either Party to exercise or enforce at any time any right or provision of this Agreement shall be considered a waiver thereof of such Party's right thereafter to exercise or enforce each and every right and provision of this Agreement. A Waiver to be valid shall be in writing but Date: June 2, 2023
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need not be supported by consideration. No single waiver shall constitute a continuing or subsequent waiver.
27. Standard of Care
The Parties shall perform the work required for the production of the Project under this MOU in accordance with generally accepted industry standards, practices, and principles applicable to such work.
28. Force Majeure
Neither the Partner Agency nor SCAG shall be liable or deemed to be in default for any delay or failure in performance under this MOU and Consultant shall not be liable under its contract with SCAG for 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 Partner Agency, SCAG or Consultant, 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 forming 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.
29. Execution of MOU or Amendment
This MOU, or any amendment related thereto (Amendment), may be executed in multiple counterparts, 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 Amendment may be executed by way of a manual or authorized digital signature. Delivery of an executed counterpart of a signature page to this Agreement or an Amendment by electronic transmission scanned pages shall be deemed effective as a delivery of a manually or digitally executed counterpart to this Agreement or any Amendment.
30. Effective Date
This MOU shall be effective as of the last date in which the document is executed by both Parties.
31. Entire MOU
This MOU, including the attached Exhibits A and B represents and contains 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.
32. Authority
The Partner Agency warrants and certifies that it possesses the legal authority to execute this Agreement and to undertake administration of the proposed Project, and that a resolution, motion, or similar action has been fully adopted or passed, as an official act of the Partner Agency's governing body, directing and designating the authorized representative(s) of the Partner Agency to act in Date: June 2. 2023
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connection with the Project specified and to provide such additional information as may be required by SCAG.
[Signature Page to Follow]
Date: June 2, 2023
SIGNATURE PAGE TO
MEMORANDUM OF UNDERSTANDING
No. M-007-22
IN WITNESS WHEREOF, the Parties have caused this MOU to be executed by their duly authorized representatives as of the dates indicated below:
SOUTHERN CALIFORNIA ASSOCIATION OF GOVERNMENTS (*SCAG") Atuelo 6/1/23
By:
Cindy Giraldo Date
Chief Financial Officer
APPROVED AS TO FORM:
By: 6/7/23
Jeffrey Elder Date
Senior Deputy Legal Counsel
City of Riverside ("Partner Agency")
City Manager:
By:
Mike Futrell Date
City Manager
APPROVED AS TO FORM:
Jusan Whon 6-22-23
By: _
Susan Wilson Date
Assistant City Attorney
Exhibit A
Scope of Work
ASSISTANCE FOR HOUSING DEVELOPMENT APPLICATION REVIEW IN EASTSIDE CLIMATE
COLLABORATIVE TCC PROJECT AREA
Background/Project Overview
Under the California 2019-2020 Budget Act, SCAG was awarded $47 million in Regional Early Action Planning (REAP) funding to support local governments and stakeholders with housing planning activities that accelerate housing production and meet the region's goals for producing 1.3 million new units of housing by 2029, as determined by the 6" Cycle Regional Housing Needs Assessment (RHNA).
SCAG has framed its REAP funding into three umbrella categories including (1) Partnerships and Outreach, (2) Regional Housing Policy Solutions and (3) Sustainable Communities Strategies (SCS) Integration. As part of Category (3) Sustainable Community Strategies, SCAG has committed to pursuing partnerships with a particular emphasis on state-funded Transformative Climate Communities (TCC) areas within Priority Growth Areas with a goal of furthering next steps on housing supportive land use analysis and strategy development.
The Proposed Project consists of a request from the City of Riverside (the City for consultant staff time to assist City staff in reviewing and processing housing development applications within the Eastside Climate Collaborative Transformative Climate Communities (TCC) Project Area.
Desired Project Outcomes:
The City is experiencing significant staffing challenges in the Community & Economic Development Department, particularly the Planning Division. Vacancies on the Current Planning Team have resulted in significant delays in processing development entitlement applications and providing support and facilitation for new housing development projects including within the Eastside Climate Collaborative TCC Project Area. The City is seeking additional resources to hire one or more contract planners to offset current vacancies and act as dedicated Planning Staff for housing development applications within the TCC Project Area.
This would have the effect of streamlining review and approval of housing development applications in the TCC Project Area, while further acting as a dedicated point of contact within the Planning Division for housing developer inquiries and requests for assistance and information within the TCC Project Area, which is an important strategy for attracting and encouraging additional housing production within the TCC Project Area. The City has identified an initial list of proposed or potential housing development projects in the TCC Project Area, which would ultimately facilitate the production of up to 1,022 new housing units that includes up to 250 affordable units.
Iask 1: Preiect Management. Administration, and Coordination The Consultant shall be responsible for coordinating and documenting staff activities and meetings, project strategy, and overseeing work from project inception to completion.
The Consultant shall hold regular monthly meetings to discuss project status and action items, including an initial project kick- off meeting to assess the City's needs, priorities, vision, schedule, and expectations that shall be scheduled within one (1) week of the Executed Task Order. The Consultant shall invite the SCAG Project Manager, City project manager, and other kev City staff to the virtual kick-off meeting and monthly project management meetings. 1 The Consultant shall prepare and submit monthly progress reports with invoices and running tallies of funds expended during each invoice for each corresponding task as well as noting the overall budget per the scope of work and remaining balance for each task while also documenting the project status information to the project team (Consultant, key City staff, and key SCAG staff).
To satisfy grant reporting requirements, the Consultant shall complete the REAP Metrics Checklist (to be provided by the SCAG Project Manager). In addition, SCAG requires periodic progress reports throughout the span of the project.
Deliverables:
One (1) kick-off meeting agendas and summaries
Monthly meeting agendas and summaries
Monthly Progress and Invoicing Reports
SCAG's REAP metric checklist
Task 2: Development Applications Training
Consultant shall participate in up to two (2) training sessions with City staff. During these training sessions, City staff will review the local residential development application approval process and will demonstrate the steps using recently approved development examples. If available, one example shall have been approved ministerially and one shall have been approved through discretionary design review. The Consultant shall review the guide materials outlining approval processes, timelines, requirements, and best practices shared by the City, the Land Use Development Permit Requirements/Procedures section of the Riverside municipal code, the Build Riverside page on Riverside's Community & Economic Development webpage, and the required application forms.
Deliverables:
Participation in up to two (2) training sessions with City staff Task 3: Reviewing Development Applications
Consultant shall assist City staff with activities related to processing preliminary and formal development applications for up to forty (40) hours per week for up to 52 weeks but no later than December 31, 2023. Development applications may be processed through ministerial or discretionary review. Consultant shall process preliminary and formal applications through City's entitlement processing once the application is deemed accepted and placed on a Development Review Committee (DRC) These activities can include, but are not limited to:
• Determining if applications are complete;
• Determining if required fees have been paid;
Verifying application information;
Checking consistency with adopted municipal code policies, city-wide design guidelines and standards, specific plans, master plans, pre-existing entitlements, and any other regulatory planning documents, and determine path forward for entitlements;
Related research;
Reviewing CEQA related documents;
• Preparing correspondence and written comments to the applicant; • Coordinating and providing any applicant noticing documents/action; 2 Developing, preparing, and coordinating materials for Development Review Committee and/or Planning Commission meetings such as staff reports, agendas, presentations, and/or meeting minutes; Attending Development Review Committee and/or Planning Commission meetings; Creating public-facing notices, welcome letters, and/or materials related to the proposed development; and • Developing design guidance/recommendation reports.
Consultant will also prepare a summary of applications reviewed. This summary will include the total number of applications reviewed by type (e.g., preliminary applications, conditional use permits) and the total number of units each of the applications represents, as well as a narrative for each project reviewed The Consultant will be assigned to the following initial list of proposed or potential housing development projects in the TCC Project Area, as shown in the table below, which would ultimately facilitate the production of up to 1,022 new housing units (including up to 250 affordable units).
Project Name Location Number of Units Status
Grapevine Mixed-Use 2871 University Avenue 55 market Pre-entitlement/ 9 affordable Successor Agency PSA
Iron Lofts 3604 Commerce Street 363 market Pre-entitlement Patterson Apartments I 1970 Patterson Street 40 market Entitled/ 17 affordable Pre-construction
Patterson Apartments II 1990 Patterson Street 14 market Pre-entitlement 1575 University Mixed Use 1575 University Avenue 257 market Pre-entitlement University/Ottawa Mixed Use 1910 University Avenue 43 market Pre-entitlement/ 15 affordable Successor Agency PSA
Calfire Redevelopment Site 2508 Mulberry Street 209 affordable Pre-entitlement The Consultant may review approximately 10 additional proposed development applications/projects in the TCC Project Area, so long as Consultant hours do not exceed the budget. For applications received on or after November 1, 2023, the Consultant may complete only partial review of application(s).
Deliverables:
Summary of development applications reviewed, including the total number of applications reviewed by type and the total number of units proposed in each application, as well as a narrative for each project reviewed Task 4: Development Applicant and Staff Meetings
The Consultant shall prepare for and attend review or preliminary review cycles for development applications. These review cycles may include meetings with City staff and/or the development applicant.
Deliverables:
Coordinating scheduling/meetings and leading discussions/reviews with the applicant, if applicable Attendance at applicant and staff meetings during review and/or preliminary review cycles, if applicable 3 SUMMARY OF DELIVERABLES
Task 1
One (1) kick-off meeting agendas and summaries
Monthly meeting agendas and summaries
Monthly Progress and Invoicing Reports
SCAG's REAP metric checklist
Task 2
Participation in up to two (2) training sessions with City staff Summary of development applications reviewed, including the total number of applications reviewed by type and the total number of units proposed in each application, as well as a narrative for each project reviewed • Coordinating scheduling/meetings and leading discussions/reviews with the applicant, if applicable Attendance at applicant and staff meetings during review and/or preliminary review cycles, if applicable Exhibit B
General Terms and Conditions (GTC 04/2017)
1. APPROVAL: This Agreement is of no force or effect until signed by both parties and approved by the Department of General Services, if required. Contractor may not commence performance until such approval has been obtained.
AMENDMENT: No amendment or variation of the terms of this Agreement shall be valid unless made in writing, signed by the parties and approved as required. No oral understanding or Agreement not incorporated in the Agreement is binding on any of the parties.
3. ASSIGNMENT: This Agreement is not assignable by the Contractor, either in whole or in part, without the consent of the State in the form of a formal written amendment.
4. AUDIT: Contractor agrees that the awarding department, the Department of General Services, the Bureau of State Audits, or their designated representative shall have the right to review and to copy any records and supporting documentation pertaining to the performance of this Agreement. Contractor agrees to maintain such records for possible audit for a minimum of three (3) years after final payment, unless a longer period of records retention is stipulated. Contractor agrees to allow the auditors) access to such records during normal business hours and to allow interviews of any employees who might reasonably have information related to such records. Further, Contractor agrees to include a similar right of the State to audit records and interview staff in any subcontract related to performance of this Agreement. (Gov. Code §8546.7, Pub. Contract Code §10115 et seq., CCR Title 2, Section 1896).
5. INDEMNIFICATION: Contractor agrees to indemnify, defend and save harmless the State, its officers, agents and employees from any and all claims and losses accruing or resulting to any and all contractors, subcontractors, suppliers, laborers, and any other person, firm or corporation furnishing or supplying work services, materials, or supplies in connection with the performance of this Agreement, and from any and all claims and losses accruing or resulting to any person, firm or corporation who may be injured or damaged by Contractor in the performance of this Agreement.
6. DISPUTES: Contractor shall continue with the responsibilities under this Agreement during any dispute.
7. TERMINATION FOR CAUSE: The State may terminate this Agreement and be relieved of any payments should the Contractor fail to perform the requirements of this Agreement at the time and in the manner herein provided. In the event of such termination the State may proceed with the work in any manner deemed proper by the State. All costs to the State shall be deducted from any sum due the Contractor under this Agreement and the balance, if any, shall be paid to the Contractor upon demand.
5 8. INDEPENDENT CONTRACTOR: Contractor, and the agents and employees of Contractor, in the performance of this Agreement, shall act in an independent capacity and not as officers or employees or agents of the State.
9. RECYCLING CERTIFICATION: The Contractor 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 the State regardless of whether the product meets the requirements of Public Contract Code Section 12209. With respect to printer or duplication cartridges that comply with the requirements of Section 12156(e), the certification required by this subdivision shall specify that the cartridges so comply (Pub. Contract Code §12205).
10. NON-DISCRIMINATION CLAUSE: During the performance of this Agreement, Contractor and its subcontractors shall not denv the contract's benefits to anv person on the basis of 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, nor shall they discriminate unlawfully against any employee or applicant for employment because of 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. Contractor shall insure that the evaluation and treatment of employees and applicants for employment are free of such discrimination. Contractor and subcontractors 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 of the Government Code (Gov. Code §§11135-11139.5), and the regulations or standards adopted by the awarding state agency to implement such article. Contractor shall permit access by representatives of the Department of Fair Employment and Housing and the awarding state agency upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours' notice, to such of its books, records, accounts, and all other sources of information and its facilities as said Department or Agency shall require to ascertain compliance with this clause. Contractor and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. (See Cal. Code Regs., tit. 2, §11105.)
Contractor shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under the Agreement.
11. CERTIFICATION CLAUSES: The CONTRACTOR CERTIFICATION CLAUSES contained in the document CCC 04/2017 are hereby incorporated by reference and made a part of this Agreement by this reference as if attached hereto.
12. IIMELINESS: Time is of the essence in this Agreement.
13. COMPENSATION: The consideration to be paid Contractor, as provided herein, shall be in compensation for all of Contractor's expenses incurred in the performance hereof, including travel, per diem, and taxes, unless otherwise expressly so provided.
14. GOVERNING LAW: This contract is governed by and shall be interpreted in accordance with the laws of the State of California.
15. ANTITRUST CLAIMS: The Contractor by signing this agreement hereby certifies that if these services or goods are obtained by means of a competitive bid, the Contractor shall comply with the requirements of the Government Codes Sections set out below.
a. The Government Code Chapter on Antitrust claims contains the following definitions:
1) "Public purchase" means a purchase by means of competitive bids of goods, services, or materials by the State or any of its political subdivisions or public agencies on whose behalf the Attorney General may bring an action pursuant to subdivision (c) of Section 16750 of the Business and Professions Code.
2) "Public purchasing body" means the State or the subdivision or agency making a public purchase. Government Code Section 4550.
In submitting a bid to a public purchasing body, the bidder offers and agrees that if the bid is accepted, it will assign to the purchasing body all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, materials, or services by the bidder for sale to the purchasing body pursuant to the bid. Such assignment shall be made and become effective at the time the purchasing body tenders final payment to the bidder.
Government Code Section 4552.
C. If an awarding body or public purchasing body receives, either through judgment or settlement, a monetary recovery for a cause of action assigned under this chapter, the assignor shall be entitled to receive reimbursement for actual legal costs incurred and may, upon demand, recover from the public body any portion of the recovery, including treble damages, attributable to overcharges that were paid by the assignor but were not paid by the public body as part of the bid price, less the expenses incurred in obtaining that portion of the recovery. Government Code Section 4553.
d. Upon demand in writing by the assignor, the assignee shall, within one year from such demand, reassign the cause of action assigned under this part if the assignor has been or may have been injured by the violation of law for which the cause of action arose and (a) the assignee has not been injured thereby, or (b) the assignee declines to file a court action for the cause of action. See Government Code Section 4554.
7 16. CHILD SUPPORT COMPLIANCE ACT: For any Agreement in excess of $100,000, the contractor acknowledges in accordance with Public Contract Code 7110, that:
a. The contractor recognizes the importance of child and family support obligations and shall fully comply with all applicable state and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information 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
b. The contractor, 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 employees to the New Hire Registry maintained by the California Employment Development Department.
17. UNENFORCEABLE PROVISION: In the event that any provision of this Agreement is unenforceable or held to be unenforceable, then the parties agree that all other provisions of this Agreement have force and effect and shall not be affected thereby.
18. PRIORITY HIRING CONSIDERATIONS: If this Contract includes services in excess of $200,000, the Contractor shall give priority consideration in filling vacancies in positions funded by the Contract to qualified recipients of aid under Welfare and Institutions Code Section 11200 in accordance with Pub. Contract Code §10353.
19. SMALL BUSINESS PARTICIPATION AND DVBE PARTICIPATION REPORTING REQUIREMENTS:
a. If for this Contract Contractor made a commitment to achieve small business participation, then Contractor must within 60 days of receiving final payment under this Contract (or within such other time period as may be specified elsewhere in this Contract report to the awarding departmen the actual percentage of small business participation that was achieved. (Govt. Code § 14841.)
b. If for this Contract Contractor made a commitment to achieve disabled veteran business enterprise (DVBE) participation, then Contractor must within 60 days of receiving final payment under this Contract (or within such other time period as may be specified elsewhere in this Contract) certify in a report to the awarding department: (1) the total amount the prime Contractor received under the Contract; (2) the name and address of the DVBE(s) that participated in the performance of the Contract; (3) the amount each DVBE received from the prime Contractor; (4) that all payments under the Contract have been made to the DVBE; and (5) the actual percentage of DVBE participation that was achieved. A person or entity that knowingly provides false information shall be subject to a civil penalty for each violation. (Mil. & Vets. Code § 999.5(d); Govt. Code § 14841)
8 20. LOSS LEADER: If this contract 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).)
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