Exhibit A ‐ Scope of Work and Schedule
Cooperative Agreement No. C‐4‐2053
Project Name:
Agency Name:
Project Manager Name:
Project Manager Contact Info:
1 PROJECT MANAGEMENT
1.1 Administration and Project Management Managing project budget and schedule, including invoices and progress reports Monthly invoices and progress reports
1.2 Project Development Team Meetings Monthly meetings between City Staff, OCTA, and consultant team. Kick‐off meeting and subsequent PDT meetings. Meeting Agendas and minutes.
1.3 Agency Project Oversight Ongoing coordination with project stakeholders. Follow‐up meetings, as needed Meeting Agendas and minutes.
1.4 REAP Reporting The
Consultant Team will report outcomes for the project and will work with the City of Santa Ana and OCTA staff to develop a methodology to report how the project works towards REAP goals. Methodology and report outcomes
2 EXISTING ANALYSIS AND ASSESSMENT
2.1 Existing Conditions Gather existing condition information that includes transit facilities, description of land use and destinations, existing bicycle activity on the corridor, existing wayfinding, existing lane configurations, collisions, traffic volumes, ped and bikes counts, posted speed limits, lighting and existing non‐infrastructure programs Existing Conditions Technical Memorandum
2.2 Existing Multimodal Facilities Map Develop a map of existing pedestrian facilities and existing bicycle facilities within and adjacent to the corridor, including proximity and access to transit, schools, downtown, community facilities, shopping, etc.
A map of existing facilities for bicycle and pedestrian travelers
2.3 Existing Corridor Model Create a microsimulation model to generate existing conditions of the corridor and a model to identify impacts to the corridor when one lane in each direction is taken for improved bicycle and pedestrian travel. Conduct video‐based conflict analysis to determine the type of and quantity of near misses involving all roadway users along key intesections on the corridor.
Existing Corridor Model and Video‐based Conflict
Technical Memorandum
2.4 Equity Data
and Analysis Identify census tracts that are considered to be disadvantaged or low‐income and identify the transit, bicycle and pedestrian needs. Free and reduce meal or healthy places index may be used to supplement census tract information. Heatlh statistics along the corridor will be identified as well. Equity Analysis Technical Memorandum 3 OUTREACH AND ENGAGEMENT
3.1 Targeted Stakeholder Meetings
City to form a stakeholder group that will provide appropriate feedback from the community along and around the corridor. Hold recurring meetings to share and disseminate information.
Stakeholders with vested interest will include but not be limted to local neighborhood associations, business associations, schools, local non‐profits including Latino Health Access and Santa Ana Active Streets, Orange County Health Care Agency, elected officials, emergency services, etc. Stakeholder meeting will occur quarterly for the duration of the project.
Stakeholder meeting agendas and minutes.
3.2 Website, Social
Media Page, and Surveys
Create a website and social media page for plan announcements and documents to be posted. This task also include graphic design for these media outlets. Also include an advertisement campaign, online surveys and e‐newsletters. Survey will be conducted before conceptual planning. All media will be in English, Spanish and Vietnamese. Website and social media page update will be maintained for the duration of the project.
Website, Surveys, Advertisements
3.3 Community Workshop
Host community workshops in various parts of the city and varying times to gain community input on new bicycle and pedestrian facilities. A first round of workshops will include community engagement to receive community input including pedestrian and bicycle traffic safety concerns, transit concerns, mobility challenges. Second round of community workshops will seek community input on alternative analysis. The community meetings will include a Spanish translator.
Work shop meeting Agendas and minutes.
3.4 Attend Community Events
Attend different community events to gather public input. Events will include community ride‐along on built portions, listening sessions, sharing project materials and information for their dissemination, "pop‐ups" at stakeholder events, presentations, and interacting with youth and caretakers at family events, cultural events, libraries, health fairs, interactive feedback mechanisms, demonstration projects, and farmers markets/swap meets.
Also involve schools and offer learning opportunities for kids through school, conduct listening sessions with parents at school and PTA events, appoint student advisors/liaisons, and create a public comment database.
Attendance at events and presentations
4 CONCEPTUAL PLANNING
4.1 Identify Constraints and Opportunities
"Low hanging fruit", consider institutional constraints on reasonability including OCTA's Master Plan of Highway and CIty of Santa Ana Mobility Element , develop Impact Avoidance and Minimization strategies, review disadvantaged community and geographical sharing of benefits and risks. Identify right of way constraints, traffic operational constraints, Caltrans' right of way requirements and constraints, Transit operation constraints, community support, elected official support Constraints and Opportunities Technical Memorandum
4.2 Proposed Alternatives Development Develop corridor alternatives. Create maps of the proposed pedestrian, bicycle, and transit facilities based on the community and stakeholder input. Description will include estimated mode shift from identified projects and programs.
Alternative conceptual layouts and alternative
summary memo.
4.3 Develop concept‐level programmatic cost
estimates Prepare order of magnitude cost estimates including PS&E, Right of Way acquisition, Tenant Eviction costs, major utility relocation, construction engineering, and closeout. Programmatic cost estimates
4.4 Alternative/Feasibility Evaluation
Develop a methodology for project evaluation and conduct alternative analysis, including any microsimulation alternatives available through the simulation tool. Alternatives may be screened based on pedestrian and bicyclist comfort level, transit impacts, level of service, travel time, cost, community support, traffic safety, right of impacts,etc. Develop cost estimate all for all alternatives. Recommend a locally prefered alternative.
Alternative/Feasibility Evaluation Technical
Memorandum
4.5 Risk Register Enumerate risks and assign probability. Develop potential contingency plans to keep project construction on schedule. Master Project Risk Register
4.6 Identify Financial Needs Based on concept‐level programmatic costs estimates developed in task 4.3 include the financial needs for future projects and programs by listing anticipated cost, revenue sources and potential grant funding. Funding Strategies Technical Memorandum
4.7 Implementation Strategy
Description of steps necessary to implement the plan and the reporting process that will be used to keep the adopting agency and community informed of the progress being made in implementing the plan. The Implementation Strategy should include but not be limited to determination of pilot project before full project implementation, need for additional or future outreach, funding opportunities (from task 4.6), required coordination with other agencies (cost sharing or agreements), CEQA needs, maintenanace considerations, project update method, and a proposed timeline for implementation.
Implementation Strategy Technical Memorandum
4.8 Environmental Clearance Identify and prepare appropriate level of CEQA needed for proposed project CEQA clearance. CEQA Documentation 5 PLAN PRODUCTION AND APPROVAL (optional)
5.1 Draft Plan Prepare draft plan (PS&E package) based on recommended solution selected and approved by project stakeholders and receive comments. Draft PS&E package for 30%, 60% and 90%
5.2 Draft Final Plan Prepare draft final plan and receive comments. Draft Final PS&E package
5.3 Final Plan Prepare final plan. Prepare write‐up and description for funding needs to construction plans. Final PS&E package and documentation to seek future funding to construct project
6 CONTINGENCY 10% Project Management contingency for miscellaneous issues N/A NOTE: This project will be lead by the City of Santa Ana through a cooperative agreement with OCTA.
Task # Task Title Scope Description and Approach Deliverable(s) Southern California Association of Governments (SCAG)
Regional Early Action Planning (REAP) 2.0 Program
CTC Partnership Program
SCOPE DESCRIPTION, APPROACH AND DELIVERABLES
Describe each principle task identified in the Budget & Timeline, provide scope, approach, and list deliverable(s). Add or delete rows as needed.
First Street Multimodal Boulevard Study
Orange County Transportation Authority (OCTA)
Alicia Yang
[email protected] or 714‐560‐5362
EXHIBIT 2
Exhibit A ‐ Scope of Work and Schedule
Cooperative Agreement No. C‐4‐2053
Project Name:
Agency Name:
Project Manager Name:
Project Manager Contact Info:
REAP Other Total Cost
1 PROJECT MANAGEMENT $430,000 $0 $430,000
1.1 Administration and Project Management
1.2 Project Development Team Meetings
1.3 Agency Project Oversight
1.4 REAP Reporting
2 EXISTING ANALYSIS AND ASSESSMENT $440,000 $0 $440,000
2.1 Existing Conditions
2.2 Existing Multimodal Facilities Map
2.3 Existing Corridor Model
2.4 Equity Data and Analysis
3 OUTREACH AND ENGAGEMENT $250,000 $0 $250,000
3.1 Targeted Stakeholder Meetings
3.2 Website, Social Media Page, and Surveys
3.3 Community Workshop
3.4 Attend Community Events
4 CONCEPTUAL PLANNING $650,000 $0 $650,000
4.1 Identify Constraints and Opportunities
4.2 Proposed Alternatives Development
4.3 Develop concept‐level programmatic cost
estimates
4.4 Alternative/Feasibility Evaluation
4.5 Risk Register
4.6 Identify Financial Needs
4.7 Implementation Strategy
4.8 Environmental Clearance
5 PLAN PRODUCTION AND APPROVAL
(optional) $2,100,000 $0 $2,100,000
5.1 Draft Plan
5.2 Draft Final Plan
5.3 Final Plan
6 CONTINGENCY $430,000 $0 $430,000
Totals $4,300,000 $0 $4,300,000
Southern California Association of Governments (SCAG)
Regional Early Action Planning (REAP) 2.0 Program
CTC Partnership Program
First Street Multimodal Boulevard Study
Orange County Transportation Authority (OCTA)
Alicia Yang
[email protected] or 714‐560‐5362
Fiscal Years
2023‐24 2024‐25 2025‐26 2026‐27Fund SourcesTask Title
List each principle task and subtask, providing both the budget and timeline for each. Add or delete rows as needed.
PROJECT BUDGET AND TIMELINE
Q2 Q3 Q4 Q1 Q2Q4 Q1 Q2 Q3 Q4 Q1Q3
*‐‐Contingency budget is allocated as needed and amended to the appropriate tasks through an MOU amendment process.
Rate Agreement between the Subrecipient and its federal cognizant agency, or the rates that are in compliance with the MOU Section ‐ Allowable Uses of Grant Funds. *‐‐Indirect costs and fringe benefits costs will be reimbursed using the currently approved rates indicated in the Negotiated Indirect Cost *‐‐All costs will be reimbursed based on actual costs incurred and will be subject to the REAP 2.0 and the CTC Partnership Program Guidelines. *‐‐Please note all projects must be completed by June 30, 2026.
Task #
Project Duration: 21 months
Exhibit B – Flow-Down Provisions
Cooperative Agreement No. C-4-2053
1 | Page
As a recipient of funds from the California Department of Housing and Community Development (HCD), the Southern California Council of Governments (SCAG) through the Regional Early Action Planning Grant Program of 2021 (REAP 2.0) has awarded funding to projects meeting the goals and objectives of the program. The Orange County Transportation Authority (OCTA) has successfully secured funding from REAP 2.0 to deliver the awarded projects and se ek reimbursement for qualifying work. Any implementing agency expected to receive funds from OCTA for projects awarded REAP 2.0 funds shall deliver the projects in compliance with the following flow -down provisions from the SCAG and OCTA Memorandum of Understanding (MOU) No. M-009-24:
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 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)
The terms as it is presented in the MOU for each of the provisions above are included in the next section. Please note the following:
• Sub-Recipient refers to the implementing agency (e.g. City of Santa Ana). • OCTA will be responsible for submitting all invoices and reports to SCAG; therefore, the sub-recipient (City of Santa Ana) will be required to provide the necessary invoices and reports in the format indicated to OCTA prior to the deadlines indicated in the provisions but will not need to submit invoices or reports to SCAG directly. • T
he period of performance is from J
anuary 27, 2025, to June 30, 2026.
• It is the responsibility of the sub- recipient to flow -down the appropriate provisions if consultants or similar are used to assist in delivering the project.
Exhibit B – Flow-Down Provisions
Cooperative Agreement No. C-4-2053
2 | Page
3. Scope of Work and Sub-Recipient’s Responsibilities
c. Sub-Recipient must demonstrate a clear and significant nexus to all the REAP 2.0 Goals and Objectives, 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 m odification of funding, termination of this MOU, and repayment of the Grant Funds.
e. As a recipient of federal and state funds, SCAG has the responsibility 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.
f. The term “Consultant(s)” shall hereinafter refer to all entities that Sub -Recipient procures, manages, or otherwise enters into contracts or agreements with, in furtherance of the Projects or this MOU regardless of the timing, nature of service/work provided or type of organization, including but not limited to government entities, political subdivisions, subrecipients, consultants, contractors, service providers, suppliers, independent contractors, professionals, managers, architects, engineers, and subcontractors.
g. Upon request, Sub- Recipient shall provide information to the SCAG Project Manager regarding any existing solicitation including but not limited to Requests for Proposals, Invitation for Bids, Request for Qualifications, and Requests for Quotation (collecti vely “RFP”). For new RFPs developed or finalized after the Effective Date of this MOU, Sub- 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 r equire documentation of RFPs and Notices to Proceed before approval of invoice reimbursement.
k. Any and all notices, reports, or other communications required by this MOU, including but not limited to invoices, accounting reports, supporting documentation, and monitoring reports, shall be submitted under the penalty of perjury.
5. Funding
e. Any costs for which Sub -Recipient receives reimbursement or credit that is determined by a subsequent audit or other review by either SCAG, HCD, other State 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 notice or a written demand for reimbursement from SCAG. Such repayment 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 withhold and/or off-set future payments to Sub-Recipient.
Exhibit B – Flow-Down Provisions
Cooperative Agreement No. C-4-2053
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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 the Project’s budget set forth in the most current fully executed SOW Approval Form. All invoices submitted to SCAG for payment sha ll be e-mailed to [email protected] (file cannot exceed 10MB). All invoices submitted to SCAG for the Projects shall reference the OWP Project Number (OWP No. 305-4926.01). A separate invoice must be submitted for each individual Project.
b. By the twenty- first following the start of a new quarter (i.e., January 21, April 21, July 21, October 21), Sub- Recipient shall submit an invoice for each Project to SCAG using the “Invoice Report” attached as Exhibit C. The Invoice Report must be submitted in both PDF format and the Excel file provided by SCAG. The Invoice Report shall also include, in narrative form, a progress report section with a description of services performed by Sub- Recipient’s staff and Consultant(s) as well as progress toward com pletion of tasks related to the Project for the prior quarter, a reporting of all costs incurred for that period, and progress achieved toward the REAP 2.0 Goals and Objectives. SCAG shall review the Invoice Report for compliance with this MOU. If SCAG determines that the Invoice Report is compliant with this MOU, SCAG shall approve the Invoice Report and issue payment to the Sub-Recipient.
c. Incomplete or inaccurate invoices may be returned to Sub- Recipient for correction without payment until corrected and approved. SCAG may, at its discretion, disallow any unsupported costs and process the invoice. If Sub-Recipient corrects the error, the disallowed items can be included in the next set of invoices.
d. Travel expenses and per diem rates are not to exceed the rate specified by the State of California Department of Human Resources for similar employees (i.e. non- represented employees) unless written verification is supplied that government hotel rates were not then commercially available to Sub -Recipient, and its Consultant(s) at the time and location required as specified in the California Department of Transportation’s Travel Guide Exception Process, which can be found at the following link:
http://www.dot.ca.gov/hq/asc/travel/ap_b/bu1.htm. Also see the link for a summary of travel reimbursement rules.
e. 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 eligible expenses incurred through June 30th, no later than July 21st during the Term of this MOU. SCAG shall not be obligated to pay Sub- Recipient for any invoice received after such date.
f. S
ub- Recipient shall submit its final invoice to SCAG within thirty (30) days of the completion of each individual Project, but no l
ater than June 30, 2026, whichever is first. SCAG shall not be obligated to pay-Sub Recipient for any invoice received after such date.
g. S
ub-Recipient will require that its Consultant(s) pay any contractors and subcontractors for satisfactorily completed work no later than ten (10) days of receipt of each payment from Sub- Exhibit B – Flow-Down Provisions
Cooperative Agreement No. C-4-2053
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Recipient. The ten (10) calendar days period is applicable unless a shorter period is required by applicable law.
7. Reporting
a. At any time during the term of this MOU, SCAG may request additional information, as needed, to demonstrate satisfaction of all requirements identified in the MOU.
b. By February 10 of each year following receipt of funding pursuant to this MOU, Sub-Recipient shall submit an Annual Report using the “Sub-Recipient Report Template,” attached as Exhibit D (“Report Template”). Sub-Recipient shall submit a separate Annual Report for each Project.
The Annual 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 Project for the prior year, a reporting of all costs incurred for that period, and progress achieved toward the REAP 2.0 Goals and Objectives.
c. When a Project is finalized, and no later than June 30, 2026, 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 grantees at the conclusion of the grant performance period. Therefore, the Close -Out Report format 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- 4926.01).
8. Accounting
a. Sub-Recipient shall establish and maintain an accounting system and reports that properly accumulate incurred Project costs by line. The accounting system shall conform to Generally Accepted Accounting Principles (“GAAP”), enable the determination of incur red costs as interim points of completion, and provide support for payment vouchers and invoices.
b. Sub-Recipient shall establish a separate ledger account for receipts 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, for each Project.
c. Sub-Recipient shall maintain documentation of its completed procurements (including the use of sole source purchasing), and financial records of expenditures incurred during the course of the Projects in accordance with GAAP.
9. Allowable Uses of Grant Funds
a. SCAG shall not award or disburse funds unless it determines that the Project Funds and Grant Funds shall be expended in compliance with the REAP 2.0 Goals and Objectives.
Exhibit B – Flow-Down Provisions
Cooperative Agreement No. C-4-2053
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i. REAP 2.0 Goals (“Goals”) are to invest in housing, planning, and 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 a nd 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 affordability; (2) affirmatively furthering 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-Recipient for activities approved by SCAG and included in the Scopes of Work, as outlined in the most current fully executed SOW Approval Form.
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 than five percent (5%) of the Project Funds for administrative costs related to a Project, or a maximum of Six Hundred Sixty- Four Thousand, Five Hundred Dollars ($664,500), whichever is lower. For purposes of this MOU, 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 sources solely contributed by Sub-Recipient to support Sub-Recipient’s administration of the Projects.
i. Sub-Recipient must clearly indicate if funds will be used towards administrative costs on or before the Effective Date of this MOU.
ii. If Sub-Recipient is seeking reimbursement for indirect costs and/or fringe benefits costs, they must annually submit an Indirect Cost Allocation Plan (“ICAP”) or an Indirect Cost Rate Proposal (“ICRP”) to its cognizant agency for indirect costs and/or fringe benefits costs in accordance with Title 2 Code of Federal Regulations Part 200 (2 CFR 200) Uniform Administrative Requirements, Cost Principles, And Audit Requirements For Federal Awards. The cognizant agency for indirect costs and/or fringe benefits costs means the federal agency responsible for reviewing, negotiating, 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”) for the current fiscal year and subsequent years throughout the performance period. Indirect costs and/or fringe benefits costs may be sought for reimbursement only if Sub-Recipient has an approved NICRA from its cognizant agency on or before the Effective Date of this MOU.
iii. If Sub-Recipient is seeking reimbursement for fringe benefits costs with absence of the approved NICRA and proposes to use a rate to allocate the fringe benefits costs on the basis Exhibit B – Flow-Down Provisions
Cooperative Agreement No. C-4-2053
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of entity -wide salaries and wages of the employees receiving the benefits, they must annually prepare the fringe benefits cost allocation plan in accordance with Title 2 Code of Federal Regulations Part 200 (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 minimis indirect cost rate of 10%, they must annually complete a certification form provided by SCAG Project Manager to confirm the eligibility and compliance with Title 2 Code of Federal Regulations Part 200 (2 CFR 200) Unifor m 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 of 10% is to be applied to modified total direct costs (MTDC) as defined by 2 CFR Part 200.1.
e. There must be a strong implementation component for the funded activity through REAP 2.0, including, where appropriate, agreement by Sub- Recipient to submit the completed planning document to the applicable board, council, or other entity for adoption. If Sub- Recipient does not formally request adoption 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 thereof, which relates to the Projects. Work Products shall not include real property or capital improvements. Work Products includes all deliverables, inventions, 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. SCAG grants to Sub- Recipient a perpetual royalty-free, non-assignable, non-exclusive and irrevocable license to reproduce, publish or otherwise use Work Products related to the Projects and developed as part of this MOU; provided, however, that any reproduction, publishing, or reuse of the Work Products will be at Sub- Recipient’s sole risk and without liability or legal exposure to SCAG.
d. Subject to any provisions of law, including but not limited to the California Public Records Act, all deliverables and related materials related to the Projects shall be held confidential by Sub-Recipient. Nothing furnished to SCAG which is otherwise known or is generally known, or has become known, to the related industry shall be deemed confidential. Sub-Recipient shall safeguard such confidential materials from unauthorized disclosure, using the same standard Exhibit B – Flow-Down Provisions
Cooperative Agreement No. C-4-2053
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of care to avoid disclosure as Sub-Recipient treats its confidential information, but in no case less than reasonable care.
13. Insurance
a. Sub-Recipient, at their own expense, shall procure and maintain policies of insurance, or provide 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 $5,000,000 per occurrence,
$10,000,000 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
employees.
Including Occupational Diseases in
accordance with California Law and
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 $3,000,000 per
occurrence. In addition, it shall be required
that the professional liability insurance policy
remain in effect for three (3) years after the
Completion Date of this MOU.
Builders Risk Upon commencement of
construction and with approval
of SCAG, Sub-Recipient shall
obtain and maintain builder’s
risk (course of construction) for
the entire duration of the
Project. Not required for
Projects without construction.
Sub-Recipient shall purchase and maintain
property insurance written on a builder’s risk
“Special Form Cause of Loss” or equivalent
policy form in an amount not to exceed
amount of the Contract, plus the cost of
materials supplied or installed by others on a
full replacement cost basis. The Builder’s
Risk policy shall include a soft cost
endorsement that covers soft costs equal to
Exhibit B – Flow-Down Provisions
Cooperative Agreement No. C-4-2053
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Insurance Type Requirements Limits
twenty percent (20%) of the Contract’s full
value. Soft costs are defined as certain
expenses, in addition to labor and materials,
required to complete the Project that has been
delayed due to unexpected physical damage
and include, but are not limited to, the
following: legal/accounting fees, design or
other professional fees, financing costs, taxes,
general administration, lease expenses,
permit fees and insurance premiums. This
insurance shall include the interests of the
Additional Insureds as named below, Sub-
Recipient and the subcontractors of every tier
on the Project as insureds. The insurance
shall cover without limitation, loss or damage
to the Work arising from the perils covered
under “Special Form Cause of Loss” form
coverage including, without duplication of
coverage for theft, fire, lightning, explosion,
or hail, smoke, aircraft or vehicles, riot or
civil commotion, vandalism, malicious
mischief, collapse, earthquake, flood,
windstorm, false-work, testing and delay of
startup, temporary buildings, property in
transit and while stored at a temporary
location, debris removal including demolition
occasioned by enforcement of any applicable
legal requirements, and shall cover
reasonable compensation for Sub-Recipient’s
services and expenses required as a result of
such loss. During the Project construction
period, Sub-Recipient and its subcontractors
shall mutually waive all rights of recovery
against each other and against the Additional
Insureds identified below for damages caused
by fire or other perils covered by the Builders
Risk “Special Form Cause of Loss”
insurance. All applicable policies of
insurance covering the Work or the property
of the Sub-
Recipient or subcontractor shall be
endorsed to provide a waiver of subrogation
in favor of the Additional Insureds identified
below, Sub-Recipient and all subcontractors
of every tier. Further, Sub-Recipient hereby
releases, and shall cause its subcontractors to
Exhibit B – Flow-Down Provisions
Cooperative Agreement No. C-4-2053
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Insurance Type Requirements Limits
release, the Indemnitees identified in section
14 from any and all claims, losses and
damages caused by fire or other perils
covered by the Builders Risk “Special Form
Cause of Loss” insurance. There shall be no
deductible or self-insured retention exceeding
$10,000.00 per loss, other than earthquake or
flood which may have deductible or self-
insured retentions not exceeding $50,000.00.
The policy may have sublimits not less than
the following: Earthquake $5,000,000.00
Flood $1,000,000.00
Pollution
Liability
Coverage shall provide for
liability arising out of sudden,
accidental, and gradual
pollution, and remediation. Not
required for Projects without
construction.
The policy limit shall be no less than
$1,000,000 per claim and in the aggregate.
All activities contemplated in this MOU shall
be specifically scheduled on the policy as
“covered operations.” The policy shall
provide coverage for remediation of the site
in the event of an environmental
contamination event arising out of the
materials, supplies, products, work,
operations, or workmanship.
Products/
Completed
Operations
Coverage
Coverage shall extend a
minimum of three (3) years after
project completion. Not required
for Projects without
construction.
Coverage shall be included on behalf of the
insured for covered claims arising out of the
actions of independent contractors. If the
insured is using subcontractors, the Policy
must include work performed “by or on
behalf” of the insured. Policy shall cont
ain no
language that would invalidate or remove the
insurer’s duty to defend or indemnify for
claims or suits expressly excluded from
coverage. Policy shall specifically provide for
a duty to defend on the part of the insurer.
SCAG, its officials, officers, agents, and
employees, shall be included as additional
insureds under the Products and Completed
Operations coverage.
b. Higher Limits: no representation is made that the minimum insurance 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:
Exhibit B – Flow-Down Provisions
Cooperative Agreement No. C-4-2053
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i. SCAG, its officials, employees, and volunteers are to be covered as additional insureds, as respects to liability arising out of the activities performed by or on behalf of Sub-Recipient; products and completed operations of Sub- Recipient; premises owned, occu pied or used by Sub-Recipient; or automobiles owned leased, hired or borrowed by Sub-Recipient. The coverage shall contain no special limitations on the scope of protection afforded to SCAG, its officials and employees.
ii. For any claims related to this Project, Sub-Recipient’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 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 the 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 that such coverage is provided in conformity with the requirements of this Section. However, in the event Sub- Recipient’s Consultant(s) cannot comply with this requirement, which proof must be submitted to SCAG, Sub-Recipient shall be required to ensure that its Consultant(s) provide 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 the 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). This provision is intended solely to provide Sub- Recipient with the ability to utilize Consultant(s) Exhibit B – Flow-Down Provisions
Cooperative Agreement No. C-4-2053
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who may be otherwise qualified to perform the work or services but may not carry the same insurance limits as required of Sub-Recipient under this MOU given the limited scope of work or services provided by the Consultant(s). Sub- Recipient agrees that upon request, all agreements with Consultant(s) will be submitted to SCAG for review.
14. Indemnification
Sub-Recipient shall fully defend, indemnify and hold harmless SCAG, 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 by or resulting from or otherwise related to the Projects or this MOU. Such obligations shall not, however, extend to any claims, losses, liabilities, damages, expenses, suits or actions that arise from SCAG’s willful misconduct.
18. Records Retention
a. Sub-Recipient and its Consultant(s) shall maintain all source documents, books and records connected with the Projects, all procurements related to the Projects, all work performed under this MOU, and evidence demonstrating the funding was used for the appropriate purposes for a minimum of five (5) years after December 31, 2026. 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 by Sub-Recipient and its Consultant(s) for five (5) years 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 and activities of Sub- Recipient and 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 California Department of General Services, the California Bureau of State Audits, or their designated representatives may perform or cause to be performed a financial audit of any and all phases of th e Projects. At their request, Sub-Recipient shall provide, at its own expense, a financial audit prepared by an independent certified public accountant.
c. Sub-Recipient agrees that SCAG, HCD, 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 related 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.
Exhibit B – Flow-Down Provisions
Cooperative Agreement No. C-4-2053
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d. Sub-Recipient agrees to permit SCAG, HCD, the California Department 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 material that may be relevant to a matter under investigation for the purpose of determining compli ance 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 from SCAG or HCD’s audit, Sub- Recipient must submit a detailed response acceptable to SCAG or HCD for each audit finding within ninety (90) days of the audit finding report.
21. Compliance with Laws, Rules, and Regulations
a. Sub-Recipient agrees to comply with all federal, state and local laws, rules and regulations applicable to this MOU.
b. Non-Discrimination/Equal Employment Opportunity
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 employment, be denied Project benefits, or be subjected to discrimination based on race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, under the Projects or any program or activity funded by this MOU, as required by Title VI of the Civil Rights Act of 1964, the Fair Housing Act (42 U.S.C. §§ 3601-20) and all implementing regulations, the Americans with Disabilities Act (“ADA”) of 1990 (42 U.S.C. §§ 12101 et seq.) a nd all applicable regulations and guidelines issued pursuant to the ADA, and the Age Discrimination Act of 1975 and 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 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 HCD to implement such article.
iii. Sub-Recipient shall permit access by representatives of the Department 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 its books, records, accounts, and all other sources of information and its facilities as the Department of Fair Employment and Housing, SCAG, or HCD shall require to ascertain compliance with this Section.
Exhibit B – Flow-Down Provisions
Cooperative Agreement No. C-4-2053
13 | Page
iv. Sub-Recipient shall give written notice of its obligations under this Section to labor organizations with which they have a collective bargaining or other agreement.
v. Sub-Recipient shall adopt and implement affirmative processes and procedures that provide information, outreach and promotion of opportunities in the Projects to encourage participation of all persons regardless of race, color, national origin, sex, religion, 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 and 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 offer ed or sold to SCAG 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).
d. Anti-Trust Claims. Sub-Recipient, by signing this MOU, hereby certifies that if these services or goods are obtained by means of a competitive bid, the Sub-Recipient shall comply with Title 1, Division 5, Chapter 11 of the California Government Code (Gov. Code §§ 4550-4554).
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 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
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 employees to the New Hire Registry maintained by the California Employment Development Department.
f. Priority Hiring Considerations. If this MOU includes services in 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).)
Exhibit B – Flow-Down Provisions
Cooperative Agreement No. C-4-2053
14 | Page
22. Public Works and Construction
Without limiting the generality of 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 therefore be required to determine whether the Project falls under a classification that would require pay ment 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 Consultant(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 no r its Consultant(s) may work on a public works project without a current and active DIR registration.
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 Lab or 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 as a public work within the 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 Sect ion 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.
Exhibit B – Flow-Down Provisions
Cooperative Agreement No. C-4-2053
15 | Page
c. All construction contracts for the Projects shall be administered 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 performance bonds naming the Sub- 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, construction, operation and maintenance, and to comply with all California Environmental Quality Ac t 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 Act, 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 environmental hazard reports, conducting engineer/geotechnical review, commissioning title reports to identify and evaluate the condition of title and encumbrances on the subject property, determining the entity(ies) with site control, including whether any third parties have ownership or site control rights, and determining the suitability for the Project.
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 requiring 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.
Exhibit B – Flow-Down Provisions
Cooperative Agreement No. C-4-2053
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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 as signment 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
Sub-Recipient shall not release any information or Work Products 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 wi thout 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).
All public -facing communications materials relating to this MOU or its subject matter shall acknowledge SCAG. Communications materials include, but are not limited to, site signage, printed information materials, print and online publications, websites, advertisements, video, public service announcements, social media postings, events, media advisories, news releases, and all other related materials.
To ensure consistency of public information about SCAG programs and funded work products, Sub-Recipient is required to notify and 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.
All communication materials must be provided to SCAG prior to completion so that inclusion of this element can be confirmed. SCAG will reply within three business days; if no reply is received, the Sub-Recipient can proceed without comments.
SCAG Communication Contact:
Alisha James
[email protected]
(213) 236-1884