Simi Valley City Council
May 19, 2025

CITY OF SIMI VALLEY

MEMORANDUM

May 19, 2025

TO: City Council

FROM: Department of Environmental Services

SUBJECT: AUTHORIZE THE CITY MANAGER, OR HER DESIGNEE, TO EXECUTE

A MEMORANDUM OF UNDERSTANDING (MOU) WITH THE VENTURA

COUNCIL OF GOVERNMENTS (VCOG) TO IMPLEMENT A REGIONAL
EARLY ACTION PLANNING (REAP) 2.0 PROGRAM FOR CONCEPTUAL

INFILL REDEVELOPMENT PLANNING OF THE SIMI VALLEY

METROLINK TRAIN STATION SITE

STAFF RECOMMENDATION

It is recommended the City Council authorize the City Manager , or her designee, to execute a Memorandum of Understanding (MOU) with the Ventura Council of Governments (VCOG) to implement a Regional Early Action Planning (REAP) 2.0 Program for conceptual infill redevelopment planning of the Simi Valley Metrolink Train Station site, and to execute future amendments to the MOU.

BACKGROUND AND OVERVIEW

In 2019, the California State Legislature allocated public funds for planning activities at the regional level to help accelerate housing production through the Regional Early Action Planning Grant Program (REAP 2019) , administered by various Metropolitan Planning Organizations including the Southern California Association of Governments (SCAG) .

Subsequent to REAP ’s 2019 expiry, REAP 2.0 was created under the 2021 California Comeback Plan under Assembly Bill 140 to confront the statewide housing affordabil ity crisis. VCOG answered SCAG’s call for applications and was awarded $350,000 in grant funds for regional planning programs. VCOG is requesting City/County participation to agree to establish a subregional partnership (MOU), including the development of an Infill Redevelopment Action Plan (IRAP) for Simi Valley’s Metrolink Train Station site, with a pending funding allocation.

FINDINGS AND ALTERNATIVES

The REAP 2.0 program requires participating partnerships to create conceptual designs and an implementation component , such as the adoption of an ordinance, budget allocation, specific plan, design guidelines, and/or plan amendment. The foundation of this program lies within each local government’s certified Housing Elements and specific plan(s); previously approved infill development projections to grow housing supply, choice, and affordability; affirmatively furthering fair housing; reducing vehicle miles traveled (VMT) across the region; and plans toward realizing each agency’s 2021- 2029 Regional Housing Needs Allocatio n – RHNA goals (Table 1). On the grander scale, it

AGENDA ITEM NO.

Consent (4)

considers the Connect SoCal Plan – the Regional Transportation Plan and Sustainable Communities Strategy (RTP/SCS) authored by SCAG.

Table 1 – RHNA Progress for Simi Valley

SOURCE: General Plan Annual Progress Report for 2024 (3/10/2025)

The MOU establishes terms and conditions under which the partnership will collaborate to retain and manage a consultant for the development and delivery of an Infill Redevelopment Action Plan (IRAP) for Simi Valley by no later than June 30, 2026. By partnering with VCOG and enter ing into an MOU, the City will receive approximately $30,000 to $50,000 in r egional grant funding toward planning and technical support inaccessible at the local jurisdiction level. No City funds will be used . Instead, staff time will be provided for plan development, management, and oversight. In return, both VCOG and SCAG, will be acknowledged as contributors to the IRAP.

The IRAP will include a proposal to evaluate the Simi Valley Metrolink Train Station site, located southwest of Los Angeles Avenue and Hidden Ranch Drive, within the Tapo Mixed-Use (TMU) zone in the Env ision Simi Valley Specific Plan . The TMU zone promotes clustering of various housing types, employment, and a built environment that is of traditional pedestrian sc ale. To conceptualize the City’s centralized high-quality transit hub as a future transit -oriented development , the proposal must emphasize accessibility to a multi-modal network of travel, connectivity to other local or regional destinations, and safety /security/emergency management. The conceptual designs will include a mixed-use development consisting of workforce and affordable housing combined with commercial elements, such as retail stores and services, to support the transit stop and the community's residents. Additionally, the conceptual plan will address parking impacts to the existing Metrolink patrons and overflow parking needs for community events, a nd will propose alternatives to create more functional uses (e.g. parking structure) to serve beyond the train commuters.

The IRAP will demonstrate how the Envision Simi Valley Specific Plan ’s development standards and design principles (including infrastructure requirements) can be applied. It could also help identify inconsistencies and/or deficiencies within the Envision Simi Valley Specific Plan that would require adjustments to the design and development standards.

The finished product will be a design guideline package made available to potential developers interested in developing within the Envision Simi Valley Specific Plan area. A final presentation will be provided to the City Council in Summer 2026.

The following alternatives are available to the City Council:

2 1. Authorize the City Manager , or her designee, to execute a Memorandum of Understanding (MOU) with the Ventura Council of Governments (VCOG) to implement a Regional Early Action Planning (REAP) 2.0 Program for conceptual infill redevelopment planning of the Simi Valley Metrolink Train Station site, and to execute future amendments to the MOU;

2. Provide other direction to staff.

Staff recommends Alternative No. 1.

SUGGESTED CITY COUNCIL MOTION

I move that the City Council a uthorize the City Manager, or her designee, to execute a Memorandum of Understanding with the Ventura Council of Governments to implement a Regional Early Action Planning 2.0 Program for conceptual infill redevelopment planning of the Simi Valley Metrolink Train Station site, and to execute future amendments to the MOU.

SUMMARY

As part of the 2021 California Comeback Plan under Assembly Bill 140 to confront the statewide housing affordability crisis, the California State Legislature allocated public funds to implement the REAP 2.0 program, administered by SCAG. The VCOG secured $350,000 in REAP 2.0 funding a nd requests the City’s participation. By partnering with VCOG, the City will receive between $30,000 and $50 ,000 in regional grant funding support inaccessible at the local jurisdiction level. The grant funding will allow this regional partnership to create a conceptual infill redevelopment plan for the Simi Valley Metrolink Train Station site and demonstrate how the recently approved Envision Simi Valley Specific Plan development standards and design principles can be applied.

____________________________________
Stratis Perros
Environmental Services Director

Prepared by: Eric Chen, Senior Planner

INDEX Page

Attachment A – Memorandum of Understanding between
VCOG and City of Simi Valley ................................................... 4 Exhibit 1 – VCOG Agenda .................................................................................. 8 3 ATTACHMENT A
REGIONAL EARLY ACTION PLANNING (REAP) 2.0

MEMORANDUM OF UNDERSTANDING
between

VENTURA COUNCIL OF GOVERNMENTS (VCOG)
and
City of Simi Valley
This Memorandum of Understanding ("MOU") is made and entered into on this May 19, 2025 by and between the Ventura Council of Governments ("VCOG"), a California joint powers authority designated as a Subregional Partner by the Southern California Association of Governments (SCAG) and the City of Simi Valley (City), collectively referred to as "Parties ," to retain a Consultant to provide services under the SCAG REAP 2.0 program. The Parties agree as follows:

1. PURPOSE
The purpose of this MOU is to establish the terms and conditions under which Parties will collaborate to retain and manage Jensen Design & Survey, Inc teamed with RRM Design Group for the completion of Simi Valley Metrolink Station Concept Studies and Infill Redevelopment Action Plan (Project) The Consultant will provide professional services necessary to complete the attached Task Order (“Attachment A”) concurrently issued to said Consultant in compliance with SCAG REAP 2.0 Subregional Partnership regulations and standards.

Funding for this project is provided by the SCAG Subregional Partnership Program (SRP) 2.0.

The SRP 2.0 program focuses on implementing Housing Elements as a means for investing in early actions to accelerate infill development facilitating housing supply, choice, and affordability; affirmatively furthering fair housing; and reducing vehicle miles traveled (VMT) across the region.

The approach also recognizes each jurisdiction’s 2021- 2029 Housing Element represents that jurisdiction’s plans for realizing its 2021- 2029 RHNA and goals intended to meet local housing needs.

All public-facing communications materials (i.e., public/legal notices posted include press releases, news paper ads, webpage ads, draft documents for public review, and the final adopted plan) produced under this contract will include a credit to SCAG and VCOG, whether with a logo or language.

The VCOG-SCAG MOU No. M -008-25 is incorporated by reference. Any conflict between this MOU and MOU No. M-008-25 will be resolved in favor of M-008-25.

2. RESPONSIBILITIES OF THE PARTIES
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2.1 VCOG Responsibilities
a. Select qualified consultants and execute a bench REAP 2.0 contract; b. Initiate a “bench” Request for Proposal process based on the City’s initial scope provided to VCOG;
c. Evaluate, score, and select a Consultant with the cooperation of City; d. Facilitate a final scope between Consultant and City that includes fee estimate, timetable, and deliverables;
e. Issue a Task Order to the Consultant and manage Consultant’s invoice payments made directly to VCOG;
f. Serve as the primary point of contact for contract management and performance evaluation; and
g. Coordinate with the City to ensure alignment with local planning requirements.

2.2 City Responsibilities
a. Develop an initial scope of work that may be included as an exhibit to Consultant’s agreement;
b. Review and approve Consultant selection in consultation with VCOG; c. Provide necessary data, documents, and background information requested by Consultant in a timely manner;
d. Participate in regular progress meetings and provide input on deliverables; and e. Ensure that the Consultant’s work aligns with City’s regulations, policies, and goals. f. Designate a City staff person as the primary point of contact.

3. ACTIONABLE DELIVERABLE AND/OR ACTION PLAN
Parties acknowledge that the REAP 2.0 program requires a strong implementation component incorporated into the final City project scope such as, without limitation, the adoption of land use regulations and budget allocation. VCOG and City acknowledge that the City’s actions contemplated by this MOU are legislative; nothing may interfere with the City’s exercise of its municipal powers or the City Council’s legislative decision- making. Notwithstanding such acknowledgement, the City agrees that the REAP 2.0 program developed in accordance with this MOU will be accompanied with a recommendation for adoption to its City Council.

Should the REAP 2 grant program end, Parties agree to instruct the Consultant to prepare an Action Plan that outlines steps and cost estimates for the City to complete the project, create an actionable deliverable, and seek an appropriate adoption path.

4. RIGHT TO REVIEW
Parties agree that SCAG, HCD, the California Department of General Services, the California Bureau of State Audits, or their designated representatives may 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 must be made and furnished to 5 3 | Page

VCOG upon request at no cost to VCOG.

Any dispute between or among the P arties must, within seven days written notice from ether party, be resolved by the VCOG Executive Director and City’s City Manager . These two executives must meet and attempt in good faith to resolve any such disputes through informal discussions, which discussions will not exceed 10 business days. If the parties are unable to resolve their dispute through informal discussion, then either party may commence mediation by providing to JAMS (or other mediator mutually agreed to by the parties) and the other parties a written request for mediation, setting forth the subject of the dispute and the relief requested.

The parties will cooperate with JAMS and with one another in selecting a mediator from JAMS’ panel of neutrals, and in scheduling the mediation proceedings. The parties covenant that they will participate in all phases of the mediation in good faith. The cost of such mediation will be split between the parties.

5. FUNDING & PAYMENT
The Parties agree that funding for the C onsultant's services will be provided by VCOG. The Consultant will submit invoices simultaneously to the City and VCOG. The City will review Consultant invoices in a timely manner, resolve questions to Consultant and City satisfaction, and indicate to VCOG by email or phone call that the Consultant invoice is accurate and should be paid. VCOG will consider a Consultant invoice as accepted by the City if no communication to the contrary is received within five City working days from e- mail receipt of the Consultant invoice.

6. DURATION & TERMINATION
This MOU commences on May 19, 2025 and remains in effect until June 30, 2026 unless extended or terminated by mutual agreement. Either Party may terminate this MOU with 30 days’ written notice to the other Party.

7. GENERAL PROVISIONS
This MOU may be amended only in writing and signed by both Parties.

This MOU constitutes the entire agreement between the Parties concerning the subject matter herein and supersedes all prior agreements and understandings.

This MOU was drafted in, and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this agreement will be in Ventura County.

VCOG will cause Consultant to agree to comply with all federal, state, and local laws applicable to this MOU.

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8. OWNERSHIP OF DOCUMENTS; EXCEPTIONS; WARRANTY.

Except as otherwise provided below, all documents, data, studies, drawings, maps, models, photographs and reports prepared by Consultant (collectively, “Documents”) under this Agreement are City’s property. VCOG may retain copies of such Documents as desired but will deliver all original materials to City upon City’s written notice. VCOG will cause Consultant to warrant that all Documents it drafts and completes pursuant to this MOU constitutes original work. Specifically, VCOG understands and agrees that use of artificial intelligence (AI) tools including, without limitation, ChatGPT, Microsoft’s Bing Chat, Google’s Bard, and Meta’s LLaMA (Large Language Model Meta AI), in the performance of this MOU does not constitute an original work, i.e., submitting Documents generated by such AI tools to City and representing it as Consultant’s original work constitutes a material breach of this Agreement, constitutes a false claim, and may also violate applicable intellectual property right laws including, without limitation, United States Copyright Law. Accordingly, and notwithstanding any other provision of this MOU as to ownership, City specifically rejects ownership of such Documents.

9. SIGNATURES
IN WITNESS WHEREOF, the Parties have executed this MOU as of the date first written above.
______________________________
David Pollock
VCOG Executive Director
[DATE]

_______________________________
[NAME]
[Title] [City Manager]
May 19, 2025
Approved as to Form: XXXX

ATTACHMENTS:
• Task 5 Simi Valley Task Order with Jensen Design & Survey • PROPOSAL and SCOPE dated April 21, 2025 (attached to above)

7 REGIONAL EARLY ACTION PLANNING (REAP) 2.0

BENCH CONSULTANT TASK ORDER
between

VENTURA COUNCIL OF GOVERNMENTS
and

JENSEN DESIGN & ENGINEERING, INC
This Task Order ("TO") is made and entered into on this April 30, 2025 by and between the Ventura Council of Governments ("VCOG"), a California joint powers authority designated as a Subregional Partner by the Southern California Association of Governments ( “SCAG”) and Jensen Design & Engineering (“Consultant”), collectively referred to as "Parties ," to retain Consultant to provide services under the SCAG REAP 2.0 program.

1. PURPOSE
The purpose of this TO is to establish the terms and conditions under which Consultant will complete a REAP 2.0 Task for which Consultant prepared a Proposal and was selected pursuant to the March 13, 2025 VCOG -approved REAP 2.0 Bench Consultant Agreement No. 2025-03.

The Consultant will provide professional services necessary to complete the attached Simi Valley Metrolink Station Concept Studies and Infill Redevelopm ent Action Plan (Project) Scope (“Attachment A”) concurrently agreed to by a VCOG Memorandum of Understanding (“MOU”) between the City of Simi Valley (“City”) in compliance with SCAG REAP 2.0 Subregional Partnership regulations and standards.

Funding for this project is provided by the SCAG Subregional Partnership Program (“SRP”) 2.0.

The SRP 2.0 program focuses on implementing Housing Element programs as a means for investing in early actions to accelerate infill development facilitating housing supply, choice, and affordability; affirmatively furthering fair housing; and reducing vehicle miles traveled across the region. The approach also recognizes e ach jurisdiction’s 2021-2029 Housing Element represents that jurisdiction’s plans for realizing its 2021-2029 RHNA and goals intended to meet local housing needs.

All public-facing communications materials produced under this contract shall acknowledge and give credit to SCAG and VCOG, whether with a logo or language.

The VCOG-SCAG MOU No. M-008-25 is incorporated by reference and shall supersede this TO in the event of a discrepancy.

2. RESPONSIBILITIES OF THE PARTIES

2.1 VCOG Responsibilities
a. Review and manage, in close consultation and cooperation with City staff, Consultant’s progress, deliverables, schedule, and fees;
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b. Receive, review, and approve requested amendments to the TO project scope, deliverables, schedule, fees, and invoices in close consultation with Consultant and City;
c. Document approved TO amendments;
d. Receive, review, approve, and pay Consultant’s invoice payments made directly to VCOG; and
e. Coordinate with Consultant and City to ensure alignment with SCAG REAP 2.0 requirements.

2.2 Consultant Responsibilities
a. Complete the TO scope of work as directed by the City; b. Identify and request amendments to this TO project scope, deliverables, schedule, and/or fees in close consultation with Consultant and City staff; c. Maintain records per applicable state, SCAG, and City requirements; d. Prepare and submit invoices in a timely manner; and
e. Ensure alignment with local regulations, policies, and goals. f. Designate a primary staff contact person.

3. ACTIONABLE DELIVERABLE AND/OR ACTION PLAN
Parties acknowledge that the REAP 2.0 program requires a strong implementation component incorporated into the final City TO project scope such as, but not limited to, the adoption of an ordinance, budget allocation, specific plan, design guidelines, and/or plan amendment. VCOG, City, and Consultant acknowledge that adoption of the project’s actionable deliverable by a commission or city council cannot be guaranteed. Consultant agrees to this intent and will make good faith effort, documented by evidence such as emails and meeting minutes, to prepare and recommend an adoption action to the City’s appropriate decision makers.

In the event that the REAP 2 .0 SRP grant program is ending or terminated, Consultant shall prepare an Action Plan that outlines steps and cost estimates for the City to complete the project, leading to an actionable deliverable.

4. OWNERSHIP OF DOCUMENTS; EXCEPTIONS; “AI” WARRANTY.

Except as otherwise provided in the Bench Agreement, all documents, data, studies, drawings, maps, models, photographs and reports prepared by Consultant (collectively, “Documents”) under this Agreement are City’s property. Consultant and/or VCOG may retain copies of such Documents as desired but will deliver all original materials to City upon City’s written notice.

Consultant to warrant that all Documents it drafts and completes pursuant to this TO constitutes original work. Specifically, Consultant understands and agrees that use of artificial intelligence (AI) tools including, without limitation, ChatGPT, Microsoft’s Bing Chat, Google’s Bard, and Meta’s LLaMA (Large Language Model Meta AI), in the performance of this TO does not constitute an original work, i.e., submitting Documents generated by such AI tools to City and/or VCOG and representing it as Consultant’s original work constitutes a material breach of this Agreement, constitutes a false claim, and may also violate applicable intellectual property right 9 3 | P a g e

laws including, without limitation, United States Copyright Law. Accordingly, and notwithstanding any other provision of this TO as to ownership, City and/or VCOG may reject such Documents. 5 BEYOND STATE LAW CONSISTENCY
Where the project is preparing City legislation to conform to existing State legislation, the Consultant shall include and recommend at least one standard, incentive, or other component that is beyond the minimum already effective in the corresponding statute.

6. RIGHT TO REVIEW AND DISPUTES
Parties agree 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 TO. Sub- Recipient agrees to provide any relevant information requested. Copies shall be made and furnished to VCOG upon request at no cost to VCOG.

Any dispute between or among the Parties must, within seven days written notice from ether party, be resolved by the VCOG Executive Director and City’s City Manager . These two executives must meet and attempt in good faith to resolve any such disputes through informal discussions, which discussions will not exceed 10 business days. If the parties are unable to resolve their dispute through informal discussion, then either party may commence mediation by providing to JAMS (or other mediator mutually agreed to by the parties) and the other parties a written request for mediation, setting forth the subject of the dispute and the relief requested.

The parties will cooperate with JAMS and with one another in selecting a mediator from JAMS’ panel of neutrals, and in scheduling the mediation proceedings. The parties covenant that they will participate in all phases of the mediation in good faith. The cost of such mediation will be split between the parties.

7. FUNDING & PAYMENT
The Parties agree that funding for the Consultant's services will be provided by VCOG. The Consultant will submit invoices simultaneously to the City and VCOG staff. The City will review Consultant invoices in a timely manner , resolve questions to Consultant and City satisfaction, and indicate to VCOG by email or phone call that the Consultant invoice is accurate and should be paid. VCOG will consider a Consultant invoice as accepted by the City if no communication to the contrary is received within five City working days from e -mail receipt of the Consultant invoice.

8. DURATION & TERMINATION
This TO shall commence when notified by the City of Simi Valley and/or VCOG and shall remain in effect until June 30, 2026 unless extended or terminated by mutual agreement. Either Party may terminate this TO with 30 days’ written notice to the other Party.

9. CONSULTANT CONTACT
For purposes of this TO with the indicated City, Consultant designates the following staff as VCOG’s and City’s primary contact:

Name Tanner Shelton, AICP
Title Senior Planner II
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Email [email protected]
Phone 805-633-2215

10. GENERAL PROVISIONS
This TO may be amended only in writing and signed by both Parties with coordination by City.

This TO constitutes the entire agreement between the Parties and City concerning the subject matter herein and supersedes prior agreements and understandings.

As the project evolves, Parties may agree on a scope change and subsequent TO Change Order subject to REAP 2 funding availability as determined by the VCOG Executive Director.

City may retain Consultant under a separate agreement to supplement this or related tasks without needing VCOG approval provided nothing in the separate agreement conflicts with REAP2 SRP Guidelines and the VCOG-Consultant bench agreement.

11. SIGNATURES
IN WITNESS WHEREOF, the Parties have executed this TO as of the date indicated below.

______________________________
David Pollock
VCOG Executive Director
April 30, 2025

_______________________________
Lisa Woodburn
Vice President of Planning Services
April 30, 2025

Attachment A

SIMI VALLEY METROLINK STATION CONCEPT STUDIES & INFILL REDEVELOPMENT

ACTION PLAN

Incorporated by Reference
REAP 2.0 Bench Consultant Agreement No. 2025-03
11 1672 Donlon Street
Ventura, CA 93003
Phone: (805) 654-6977

www.jdscivil.com

VCO01.6772
April 21, 2025
Dr. Chris Williamson, AICP
REAP 2.0 Program Manager
Ventura Council of Governments
33 East High Street, Suite 200
Moorpark, CA 93021
[email protected]
VCOG REAP 2.0 TASK 5 BENCH RFP: APRIL 8, 2025

SIMI VALLEY METROLINK STATION CONCEPT STUDIES & INFILL REDEVELOPMENT ACTION PLAN

Dear Dr. Williamson,
Jensen Design & Survey, Inc is pleased to prepare this response to the Bench RFP for the Simi Valley Metrolink Station Concept Studies and Infill Redevelopment Action Plan. The primary contact for this project will be Tanner Shelton, AICP, Senior Planner II. Tanner’s email is [email protected] and his direct phone number is (805) 633-2215.

FAMILIARITY WITH MIXED USE CONCEPTS & CONCEPT STUDIES
For this project we will be teaming with Sara Shelton, Project Architect at RRM Design Group (RRM). Both Sara and Tanner, as well as their respective firms, have extensive experience with preparing residential- mixed use concepts and site designs. Sara, as part of the RRM team, is currently involved in the redevelopment of the Thousand Oaks Civic Center, where she has developed an overall conceptual plan across the entire 27 acre Civic Arts Plaza site to further the City of Thousand Oaks vision of creating a revitalized “town center” on this City owned property. Proposed land uses include government offices, civic/cultural gathering spaces, residential, hospitality (hotel), and commercial retail land uses. As part of this work, RRM has prepared site plans and 3D modeling of the conceptual strategy, including building massing, new land uses, and an analysis of the adaptive reuse of the existing civic building.

RRM has extensive experience across the Central Coast region with infill mixed use development, including projects in Ventura, Santa Barbara, and San Luis Obispo counties. Of particular note is an RRM designed mixed-use, multi-story project in the core of downtown San Luis Obispo at the corner of Higuera and Marsh Streets. This project includes underground parking, 60 multifamily housing units and 24,800 S.F. of first floor commercial space.

Additionally, Jensen Design & Survey (Jensen) brings a long track record of land planning, civil engineering, and land surveying services to a variety of residential and mixed use projects across the region. A notable example is the Seabridge Master Plan community located in the City of Oxnard. Jensen provided land planning services on this project, designing the site plan for this mixed use community, which contains a blend of single family and multi-family residential, commercial retail, entertainment, and civic/institutional land uses. Working in close conjunction with City of Oxnard planning staff, Jensen developed planning documents and policies to allow for the buildout of this mixed use community, and also provided civil engineering and land surveying services for the development of this vibrant community that has become a much loved and critical piece of the City’s urban fabric. 12 VCOG TASK 5- SIMI VALLEY BENCH RFP
PAGE 2 OF 6
Currently, Tanner is the lead land use consultant and land planner for the development of the Maulhardt- Stiles master planned community in the City of Oxnard. This infill project includes a mixture of residential typologies ranging from townhomes to podium apartments/condominiums, retail commercial uses, a public school, and over 14 acres of public parks. Tanner developed the site’s master plan, master tentative tract map, and worked with the project architect to develop a form based code Specific Plan for the project site. He also has led all project entitlement efforts, and has worked closely with the City of Oxnard to accomplish City goals of creating a true walkable “Urban Village” at the project site, with a mixture of land uses in close proximity to major job centers and transit lines, reducing vehicle miles traveled (VMTs) and providing multiple levels of housing affordability. The project has been deemed complete and is undergoing environmental review, with approvals anticipated in late 2025.

Additionally, Tanner has completed community designs and land plans for 328 units of multi-family housing, 56 units of townhomes, and multiple single family home subdivisions. Beyond site/land planning, Tanner also provides policy and entitlement planning assistance to both market rate and affordable housing developers. Notable clients include Toll Brothers, People’s Self Help Housing, the Limoneira Company, Parkstone, and the Housing Authority of the City of San Buenaventura, among others. This broad array of residential development experience has allowed him to become an expert in the intersection of State housing law and local planning regulations, working with developers and local governments to achieve mutually beneficial results.

Many of these developments, such as Fillmore Terrace, Rolling Hills Phase III and College Community Courts (People’s Self Help Housing) included commercial/residential mixed use or institutional/residential mixed use and affordable housing in close proximity to high quality transit opportunities, such as transit centers or high quality transit stops which allow for relief from certain parking and zoning regulations.

FAMILIARITY AND EXPERIENCE WORKING IN SIMI VALLEY
Jensen has been involved with multiple projects throughout the City of Simi Valley. We served as the civil engineers and land planners on many residential subdivisions built over the last 30 years. These include tracts developed by DR Horton (Tract 5993) and Standard Pacific (Tract 5965), among others. We have also provided civil engineering and planning services to Habitat for Humanity and Clinicas del Camino Real, Incorporated. Most recently, both our planning and civil engineering groups were part of the development team for the Santa Susanna Plaza mixed use project that includes 280 residential units and 4,750 S.F. of new commercial space, located at 2196 Tapo Street, Simi Valley.

Additionally, we provide contract “on-call” planning services to the City of Camarillo, providing code compliance, current case planning, and long range policy planning services to the City. We also provide campus planning and entitlement services of local school districts and special districts, such as water purveyors. Our planning team is comfortable and experienced with working on behalf of local government entities, and looks forward to adding the City of Simi Valley to our list of valued government clients.

FAMILARITY WITH MULTI -MODAL AND METROLINK STA TIONS
As noted above, our planning group has worked on multiple multi-family developments immediately adjacent to high quality transit opportunities. Most recently, this includes Fillmore Terrace, which was located immediately adjacent to the multi-modal Fillmore Transit Center; College Community Courts, located along a bus line with 10 minute service intervals in Ventura; and Rolling Hills Phase III, located adjacent to large County/Caltrans “park and ride” facility in Paso Robles.

Additionally, RRM has extensive experience with development adjacent to multi-modal transit stations, including the El Monte Downtown TOD Specific Plan in El Monte, CA, and the Mission Cove Mixed Use Development in Oceanside, California, which included a new transit stop along a high frequency bus line.

RRM has also worked countless infill projects in urban settings located in close proximity to high quality 13 VCOG TASK 5- SIMI VALLEY BENCH RFP
PAGE 3 OF 6
transit opportunities. Both of our firms have experience applying AB 2097 (parking reductions) and SB 375 (CEQA Sustainable Communities Project Exemption) at multiple project sites, and are familiar with the design and regulatory opportunities and constraints for development near transit opportunities.

ABILITY TO MEET DEADLINES
At Jensen Design & Survey, we pride ourselves in our ability to meet deadlines. We work on many projects for developer clients, so we are familiar with the concept of project deadlines and will do whatever it takes to meet those deadlines. We have a staff of 6 professional planners at Jensen who are able to assist Tanner with whatever is needed to meet the City’s deadlines on this project. We have worked with RRM on a number of projects and can attest to their ability to meet deadlines as well.

Thank you for this opportunity. If you have any questions about this response to the RFP, please feel free to reach out to me or Tanner.

Sincerely,
JENSEN DESIGN & SURVEY, INC.

Lisa Woodburn
Vice President of Planning Services

14 VCOG TASK 5- SIMI VALLEY BENCH RFP
PAGE 4 OF 6

PROPOSED SCOPE OF WORK, DELIVERABLES, AND FEE ESTIMATES Below please find our proposed scope of work, deliverables, and fee estimate for Task 5- Simi Valley Metrolink Concept Studies and Infill Redevelopment Action Plan. The task is organized into five (5) subtasks. The scope of work for each subtask is provided below, followed by a list of deliverables and fee estimate for each subtask.

Task 5.1- Prepare Existing Conditions and Planning Context Memorandum We will prepare a memorandum discussing the existing conditions and planning/regulatory setting of the project site. This memorandum will include, but is not necessarily limited to; discussion of the following items:
• Existing transit station and parking facilities utilization; • The project site’s relationship to local and regional transportation networks; • Project site’s regulatory setting, inclusive of the City of Simi Valley’s General Plan and Zoning Ordinance; as well as applicable regional plans, such as SCAG’s Regional Transportation Plan/Sustainable Communities Strategy (Connect SoCal 2024); • The viability of affordable housing on the site, based upon known • Surrounding land uses and urban form; and,
• Natural hazards and the environment, including the project site’s relationship to mapped fire and flood hazard severity zones.

An administrative draft of this memorandum will be prepared for review and discussion with City of Simi Valley staff. We have budgeted time for one (1) hour long virtual meeting with City staff to discuss the administrative draft. Based upon feedback received from City staff, we will prepare a final version of the memorandum for utilization by the City and Consultant moving forward throughout the process.

Deliverables: Administrative Draft Existing Conditions and Planning Context Memorandum Meeting with City Staff to Review Administrative Draft Memorandum Final Existing Conditions and Planning Context Memorandum Fee Estimate: $3,000
Task 5.2- Conduct Concept Charrette(s)
Working with City staff, we will facilitate a charrette with project stakeholders. The project stakeholders will be identified and selected by City staff, and is assumed to include approximately 10-20 persons, based upon our experiences with similar charrettes/workshops. It is assumed this charrette will be arranged and hosted by City staff at a facility of their choosing within the City of Simi Valley.

The charrette will be led by our team, and is tentatively anticipated to include 1) an overview of the project site (with key takeaways from the Existing Conditions/Planning Context Memorandum included), 2) a discussion of strengths, opportunities, weaknesses, and threats (SWOT analysis) for site redevelopment, 3) small breakout groups to workshop various potential design scenarios, and 4) a group discussion regarding various ideas developed within the smaller breakout group. Ideas generated from this charrette will be documented on poster boards, marked up/sketched site plans, sketches, written notes, and other mediums. All materials from the charrette will be scanned and saved in the project file. Copies of charrette materials will be provided to the City in digital form, along with a summary memorandum.

We will prepare all materials required to facilitate the charrette, including but not necessarily limited to; site plans, posters, charts, and handouts. It is assumed the City will arrange appropriate space for the charrette in consultation with the consultant, and that the consultant will not be responsible for locating and securing a venue.
15 VCOG TASK 5- SIMI VALLEY BENCH RFP
PAGE 5 OF 6
Deliverables: Facilitation of charrette, as described above.

Copies of charrette materials
Summary memorandum
Fee Estimate: $7,000
Task 5.3- Create Three (3) Conceptual Development Programs We will develop three (3) conceptual site development programs for the project site. Generally, these concepts are understood to be as follows:
• Concept ‘A’: Multifamily Housing, Retail Commercial, Transit Station, and Parking Structure • Concept ‘B’: Multifamily Housing, Retail Commercial, and Transit Station • Concept ‘C’: Multifamily Housing, Retail Commercial, and Parking Structure. This scenario would require the removal of the transit center and its relocation to an alternative site. An alternative site will be as identified as part of this conceptual site design effort.

These concepts will be further informed by the ideas generated at the charrette, and any additional guidance received from City staff.

Each conceptual development program will contain the following components:

1. Conceptual Master Site Plan showing proposed vehicular, transit, and pedestrian circulation patterns, proposed land uses, conceptual building footprints/locations, and open space. Each master site plan will be illustrative in nature, and will be professionally rendered and colored for utilization in documents and presentations.

2. OPTIONAL- Conceptual Architectural Massing Model showing potential building heights and forms from a three-dimensional perspective.

3. Example Architectural Imagery Board showing conceptual architectural style, development theme, and example elevations. This imagery may be a combination of original drawn concepts and/or example imagery from similar developments.

4. Infrastructure Analysis discussing major public infrastructure that would be needed to support the ideas contained in the aforementioned development, based on a review and analysis of existing infrastructure. It is assumed that the City will provide record and/or “as-built” engineering drawings of utility infrastructure in the project vicinity.

5. Concept Summary Narrative containing a written summary of all items listed above, a written description of the proposed concept, and the tabular summary of the quantity and type of proposed land uses, including residential typologies and affordability levels.

Deliverables: Concept ‘A’, ‘B’, and ‘C’- Conceptual Master Site Plan, Architectural Imagery Board, Infrastructure Analysis, and Summary Narrative.

Optional 3-D Massing Model – Digital massing model of up to two (2) conceptual site plan studies showing rough massing and height of the proposed buildings Fee Estimate: $18,000
Optional task: $3,800

Task 5.4- Develop an Infill Action Plan
Based on input and direction from City and VCOG staff, we will prepare an Infill Redevelopment Action Plan (IRAP) that outlines the necessary steps to move the project forward. The IRAP will provide a 16 VCOG TASK 5- SIMI VALLEY BENCH RFP
PAGE 6 OF 6
“roadmap” for development of the project site as envisioned in the concept studies described above, and will establish both general goals and specific action items that will help guide the redevelopment of the site in a manner that is consistent with the goals of the REAP 2.0 Program, including facilitating housing supply, choice, and affordability, affirmatively furthering fair housing, and reducing vehicle miles traveled (VMT). We will prepare a staff report summarizing the project tasks/processes and the proposed IRAP.

We will prepare a PowerPoint presentation for presentation to the Planning Commission and/or City Council. We will make ourselves available to present to the Planning Commission and/or City Council on the IRAP.

Deliverables: Infill Redevelopment Action Plan (IRAP)
Planning Commission or City Council Staff Report
Planning Commission or City Council Presentation Materials (PowerPoint) Presentation to Planning Commission or City Council (One (1) Hearing Assumed).

Fee Estimate: $5,000
Task 5.5- Prepare an End of Task 5 Summary
At the conclusion of the task, we will prepare an end of task summary memorandum, summarizing work completed on the task to date and the outcomes of the Planning Commission and/or City Council presentation on the IRAP. This memorandum will be filed with both the City of Simi Valley and VCOG.

Deliverables: End of Task Summary Memorandum
Fee Estimate: $2,000

Proposed Fee Estimate
We propose to conduct the services described above on a time and materials, not to exceed basis Our estimated fee is in the amount shown below, based on past experiences with similar projects. We will not exceed the amounts quoted below without the written permission and consent of the City of Simi Valley and VCOG. Should any work be needed outside the scope established above, written authorization and additional budget shall be requested and obtained prior to starting the work. Any requested work outside of the scope described above will require an additional fee.

GRAND TOTAL: $35,000
W/OPTIONAL 3D MASSING MODEL: $38,800

17 VCOG REAP 2 BENCH RFP April 8, 2025 page 1

REAP 2.0 BENCH REQUEST FOR PROPOSAL (BRFP)

Task 5 – Infill Redevelopment Action Plan – City of Simi Valley

CBRFP# TASK5-SV-METROLINKSTATION

April 8, 2025

Task 5 Scope and Subtasks Summary:

Working under the direction of the Simi Valley Planning Division, develop three redevelopment concepts for the city-owned 6.28-acre Simi Valley Metrolink Transit Station:

A. Multifamily housing, retail, parking structure, and transit station B. Multifamily housing, retail, surface parking, and transit station C. Multifamily housing, retail, and recommend alternative transit station site(s).

Scope/Subtasks summary:

5.1) Prepare Existing Conditions and Planning Context Memoranda

5.2) Conduct a concept charrette with city staff

5.3) Create three conceptual development programs that include:
a. Site plan with circulation, building locations, and characteristics b. Housing count, type, affordability levels
c. Locations and size and type of open space
d. Metrolink Station remaining or relocated
e. Development theme
f. Major public infrastructure likely needed

5.4) Working with city staff, develop an Infill Action Plan (IAP) through a public hearing.

5.5) Prepare an end-of-Task 5 summary

VCOG Contact: Program Manager Dr. Chris Williamson, AICP [email protected] 213-509-1213

18 VCOG REAP 2 BENCH RFP April 8, 2025 page 2

PROPOSAL PROCESS DATES
• April 8, 2025 – Bench RFPs ISSUED by e-mail
• April 15 and 16 – Q&A upon request
• April 21, 2025 – Proposal Due (5:00 pm PST by e-mail) • April 23 to 25 - Possible questions on proposal(s) • April 28, 2025 – City/County/VCOG Committee Selections • April 30, 2025 – Task Order (TO) issued by e-mail • May 5, 2025 – Task Order finalized by Docusign • May 6, 2025 - Notice to Proceed by e-mail

Funding for this project is provided by the Southern California Association of Governments (SCAG) Subregional Partnership Program (SRP) 2.0. The SRP 2.0 program focuses on implementing Housing Elements as a means for investing in early actions to accelerat e infill development facilitating housing supply, choice, and affordability; affirmatively furthering fair housing; and reducing vehicle miles traveled (VMT) across the region. The approach also recognizes each jurisdiction’s Housing Element represents that jurisdiction’s plans for realizing its 2021-2029 RHNA and goals intended to meet local housing needs.

All public-facing communications materials produced under this contract shall acknowledge and give credit to SCAG, whether with a logo or language.

TASK 5 Infill Redevelopment Action Plan – City of Simi Valley Summary
The Ventura Council of Governments (VCOG) is soliciting proposals from the previously qualified and under contract/agreement Consultants for the REAP 2.0 Program TASK 5, Infill Redevelopment Action Plan (IRAP). Funding for Task 5 is allocated pursuant to the California Department of Housing and Community Development (DHCD) under the Regional Early Action Planning Grants Program of 2021 (REAP 2.0) in accordance with Health and Safety Code sections 50515.06 to 50515.10. VCOG encourages participation of all persons regardless of race, color, national origin, sex, religion, familial status, or disability.

VCOG has attempted to provide all information available to respond to this BRFP. It is the responsibility of each Respondent to review, evaluate, and, where necessary, request clarification prior to submission. If any person contemplating submitting a response to this BRFP is in doubt as to the true meaning of any part of the solicitation documents attached hereto or finds discrepancies in or omissions from the specifications, they must submit a written request for clarification/interpretation to VCOG REAP Project Manager Chris Williamson via email at [email protected] between April 15 and 16, 2025.

Questions and responses would be provided to all parties by April 18, 2025. It is the responsibility of each Respondent to initiate contact with the VCOG Grant Manager.

BACKGROUND
Mixed-use development at fixed rail transit stations enhances accessibility, reduces reliance on cars and 19 VCOG REAP 2 BENCH RFP April 8, 2025 page 3
VMT, and promotes sustainable urban growth. Integrating workforce and affordable multifamily residential and convenience commercial with the transit station further increases regional planning and sustainability goals. As the 6.28-acre station parcel is owned by the City of Simi Valley, the potential for redevelopment is high and consistent with the city’s zoning and General Plan. The parcel is triangular which presents some design challenge. The city will provide guidance on the number of transit parking spaces to be provided as the lot is seldom fully parked. Attachment A is the Planning Department’s scope and direction.

TASKS AND DELIVERABLES

5.1) Prepare Existing Conditions and Planning Context Memoranda Include transit station usage and parking data. Attachment A scopes topics for this subtask.

Include city staff review prior to final document.

Fee Format: Fixed fee or T&M estimate
Deliverables: Task 5.1 Memoranda

5.2) Conduct Concept Charrette(s)
With direction from city staff, conduct one or more charettes to identify key opportunities and constraints and establish the range of desired uses, public and open space, massing and height parameters, and key circulation elements. See Attachment A.

Fee Format: Fixed fee or T&M estimate
Deliverables: Task 5.2 Memorandum

5.3) Create Three Conceptual Development Programs
With direction from city staff and as outlined in Attachment A, develop three concepts (A, B, C) that include ,but are not limited to:
• Site plan with circulation and building locations and characteristics • Housing count, type, affordability level, and number and type • Locations and size and type of open and public spaces • Transit Station remains (A & B) or relocation site (C) • Development theme
• Major public infrastructure likely needed
Fee Format: Fixed fee or T&M estimate
Deliverables: Concept Plan A
Concept Plan B
Concept Plan C with station relocation site(s)

5.4) Develop an Infill Action Plan (IRAP)
With direction from city staff and VCOG staff, develop an Action Plan that lists the sequence of actions to move the project forward. Assist city staff to present the IRAP at Planning Commission and/or City Council meeting for review and adoption as, at a minimum, direction to staff to continue implementation.

Fee Format: Fixed fee or T&M estimate
Deliverables: IRAP
City meeting agenda, minutes, PPT presentation, video as available. 20 VCOG REAP 2 BENCH RFP April 8, 2025 page 4

5.5) Prepare an End-of-Task 5 Summary.

Consultant will prepare for VCOG review and approval and summary of completed subtasks.

Fee Format: Estimate, actual to be Time & Materials
Deliverables: Task 5 report

PROPOSAL SCHEDULE AND SUBMISSION PROCESS
The Task 5 proposal schedule is on this BRFP page 2. VCOG must receive proposals on or before April 21, 2025 at 5:00 pm PST. Any proposal received after the Proposal Due Date/Time may be rejected.

Consultants must propose on all five Task 5 subtasks.

• All submissions are considered a matter of public record. • VCOG reserves the right to reject any and all proposals. • “proposer,” “consultant,” and “firm” may be used interchangeably.

The proposal should be emailed to: [email protected]

Proposals shall be addressed to:

Dr. Chris Williamson, AICP
REAP 2.0 Program Manager
Ventura Council of Governments

The Task 5 Task Order terms and scope will be arrived at after negotiations between VCOG and the Consultant. If VCOG and the Consultant fail to reach a contractual agreement, VCOG may renegotiate with any other top selected Consultant.

Proposals are NOT to be marked as confidential or proprietary. VCOG will refuse to consider any responses so marked. Documents submitted in response to this BRFP may become subject to public disclosure per the California Public Records Act, Government Code Section 6250 et seq. VCOG shall not be liable in any way for disclosure of any such records. Additionally, all SOQs shall become the property of VCOG. VCOG reserves the right to make use of any information or ideas submitted. By submitting, the Respondent represents that it has thoroughly examined VCOG’s requirements and are familiar with the services required under this RFQ, and that it is qualified and capable of providing the services to achieve the VCOG’s objectives.

VCOG reserves the right to negotiate modifications with any proposer as necessary to serve the best interests of VCOG. A BRFP may be rejected if it is conditional, incomplete or deviates from specifications in this RFQ. VCOG reserves the right to waive, at its discretion, any procedural irregularity, immaterial defects or other improprieties which VCOG deems reasonably correctable or otherwise not warranting rejection. Any waiver will not excuse a Respondent from full compliance.

VCOG shall not be liable for any expenses incurred by Respondent in the preparation or submission of their SOQ. Pre-contractual expenses are defined as including, but not limited to, expenses incurred by the Respondent in: a) preparing its response to this RFQ; b) submitting that SOQ to VCOG; c) negotiating with VCOG any matter related to the Respondent’s SOQ; and d) any other expenses incurred by the Respondent prior to the date of award and execution, if any, of the Contract. 21 VCOG REAP 2 BENCH RFP April 8, 2025 page 5

SELECTION COMMITTEE AND CRITERIA
With two or more proposals, VCOG will form a Selection Committee composed of the following:

1. VCOG Executive Director David Pollock

2. REAP 2.0 Grant Manager Dr. Chris Williamson

3. City of Simi Valley Planning Director Stratis Perros or designee The Selection Committee will first determine in the Proposals satisfy the BRFP criteria. If a proposal is rejected, VCOG will provide an explanation in writing by email.

The Selection Committee may reject all proposals at its sole discretion.

The following is the Selection Committee’s scoring criteria:
a. Familiarity and experience with developing mixed use concepts. 30% b. Familiarity with planning and development context in Simi Valley and environs 20% c. Willingness and demonstrated ability to meet deadlines. 10% d. Responsiveness to requirements, terms, and conditions of this Request. 10% e. Proposed fees. 10% f. Familiarity with multimodal and Metrolink stations and functionality 20%

TASK ORDER PAYMENT
VCOG intends to pay upon subtask completion, percentage of task completion, or time & materials on a regular billing cycle as proposed by the Consultant once selected for Task 5. Details would be recorded in the Task Order(s). Payment formats may change by subtask depending on the scope with each city and/or the County. Consultant may propose a payment schedule. Consultants must propose in United States currency and shall be paid with the same.

As a reminder, cost is still a significant factor in making our final selection.

Funding for projects issued under the on-call services contract is contingent upon availability of funds at the time of Task Order award.

PERIOD OF PERFORMANCE
The estimated period of performance is May 1, 2025 to June 30, 2026.

The performance period may be extended by the State Legislature. No increase in budget is anticipated.

PROPOSAL CONTENT

Provide the following on the Cover/Title Page:
• “VCOG REAP 2.0 TASK 5 BENCH RFP April 8, 2025”
• Name and Address of Firm
• Phone Number of Firm
• Prime Contact Person
22 VCOG REAP 2 BENCH RFP April 8, 2025 page 6
• Email Address of the Prime Contact Person
• Signature of the Individual Authorized/Obligated to Commit the Firm to this Project A cover letter/proposal should be addressed to the attention of the REAP Grant Manager and include whatever approach or other information desired that supports the Consultant’s proposal, not to exceed five single-spaced pages.

23 VCOG REAP 2 BENCH RFP April 8, 2025 page 7

ATTACHMENT A

Infill Redevelopment Action Plan (IRAP)

PROPOSED SCOPE OF SERVICES/TASKS
METROLINK STATION SITE: TAPO MIXED-USE (TMU) ZONE

OF THE ENVISION SIMI VALLEY SPECIFIC PLAN

March 24, 2025 (prepared by Simi Valley Planning staff)

A. Identify an infill commercial area tentatively suitable for affordable housing and mixed-use redevelopment.

RESPONSE: The Simi Valley Transit Station / Metrolink Station , located at 5000 E. Los Angeles Avenue, is comprised of two separate parcels (6770210060 and 6440210070) with combined total of 6.28 acres. It is a City -owned property that is well utilized as a regional hub/station and parking lot for both Amtrak and Metrolink commuter trains. The property’s General Plan designation is Mixed -Use, and its Zoning is Tapo Mixed -Use (TMU) of the Envision Simi Valley Specific Plan. The TMU zone is applied to parce ls that are currently within the Mixed -Use Overlay to continue to promote the traditional pedestrian scale character of the area, including the benefits of the City’s transit hub that is qualified as High Quality Transit Area (HQTA) or node.

B. Characterize the site’s VMT and AFFH potential, utility, and transportation infill context, opportunities, and constraints.

RESPONSE: The Simi Valley Transit Station area has the potential to establish a multi - modal network of public and private realm improvements that allow residents to walk, bike (bike path along the Arroyo Greenway), or take transit to other local or regional destinations.

A vibrant, mixed -use environment that clusters a variety of housing types, employment opportunities, and community amenities will result in environmental, economic, and social benefits such as incr eased ridership and improved air quality, increased housing, employment, and mobility choices, and can be a catalyst for economic development.

Constraints to consider may include, but not limited to, its non-centralized location (located toward southeast part of the City), limited lot size (6.28 acre), property is irregularly shaped (triangle), lot bounded by railroad track to the south and Los Angeles Avenue arterial to the north, vacant parcels to the west are constrained by the Los Angeles Avenue “S -Curve” railroad crossing and steep hillsides to the south, existing land uses within ½ mile to the north are dedicated Park District property and very low density residential housing, limited local bus service due to low ridership.

C. Identify redevelopment program options.

RESPONSE: Generate three concepts that would meet the basic REAP 2.0 criteria of infill, AFFH, and reducing VMT.
24 VCOG REAP 2 BENCH RFP April 8, 2025 page 8

Options Concept A Concept B Concept C
Multifamily Housing X X X
Retail Commercial X X X
Transit Station X X
Parking Structure X X

Multifamily Housing: Rental apartments as workforce housing with 20% or more affordable set-aside dedicated to lower-income households.

Retail Commercial: Retail trade including cafés and small restaurants for predominantly take-outs and some on-site co nsumption of food and beverage, convenience stores, vending machines, in a courtyard layout with the Transit Station as focal point.

Transit Station: Transit hub/stop serving Amtrak and Metrolink commuter train, with connecting local bus routes, VCTC regional bus route (Cross County Limited), available taxies and Uber/Lyft ridesharing services, and bike path. A proposal for the transit station removal/relocation must include an alternate site as the City is limited to one station.

Parking Structure: Public parking to accommodate existing daily mass -transit user, plus paid parking made available for long-term parking for residents living within ½ mile of transit station. Also consult with Park District (RSRPD) to create a reciprocal parking agreement as prospective revenue generator.

The station is a typical surface parking design with rail-side open-air siding.

25 TO:

FROM:

SUBJECT:

DATE:

Recommendation:

VENTURA COUNCIL

OF GOVERNMENTS
ITEM 6E.

MEMORANDUM
Council Members and Alternates
Hugh Riley, Executive,Dir�t�7�
A Resolution Authorizing the E'3nlcution � an Agreement (MOU) with SCAG for REAP 2.0 Grant for $411,756
September 12, 2024
Review Draft MOU with SCAG for $411,756 REAP 2.0 Grant and adopt VCOG Resolution No. 2024-03 authorizing Chair to sign final MOU on behalf of VCOG.

Discussion:

In November 5, 2023, the Southern California Association of Governments (SCAG) approved VCOG's application for a Regional Early Action Program (REAP 2.0) Grant for $419,127. VCOG Staff had commenced authorized preliminary work to develop VCOG's Application and REAP 2.0 Program in May 2023. This work continued after grant approval until January 25, 2024 when SCAG issued a Stop-Work Order due to probable state budget reductions. A total of $7,271 was expended during this period.

VCOG has submitted its Invoice to recover these funds.

On June 29, 2024 the governor approved the Budget Act of 2024, restoring funding to the Regional Early Action Planning Grants (REAP 2.0) Program. The approved state budget retains $560 million for REAP 2.0, $480 million of which is dedicated to the formula component for metropolitan planning organizations. This includes a restoration of the unexpended VCOG REAP 2.0 Grant for $411,756 which is being amended into the 2024-2025 Operating Budget.

In July 2024, SCAG issued a notice to REAP 2.0 Grant Recipients that the REAP 2.0 Program was restored and project activities could commence. SCAG is preparing a Memorandum of Understanding (MOU) with VCOG to govern the resumption of program activities. A Draft of the MOU is attached and will be completed by SCAG. The MOU will include among other provisions, the grant amount, Scope of Work, the program objectives, invoicing and reporting requirements, consultant procurement process provisions, and deadline for the program completion. The approved Project Scope Description, Approach and Deliverables Document is also attached but is subject to further refinement.

EXHIBIT 1
26 At this time, the deadline for completion of REAP 2.0 Projects remains November 2025.

SCAG is currently seeking an extension. Resolution authorizing the VCOG Chair to execute the MOU is attached for adoption.

ATTACHMENTS: 1. VCOG Resolution No. 2024-03

2. Draft MOU

3. Project Scope Description, Approach and Deliverables 44 27
ATTACHMENT 1

VENTURA COUNCIL OF GOVERNMENTS RESOLUTION
NO. 2024-03

A RESOLUTION OF THE GOVERNING BODY OF

THE VENTURA COUNCIL OF GOVERNMENTS APPROVING THE EXECUTION OF

AN AGREEMENT (MOU)TO RECEIVE FUNDING FROM THE REGIONAL EARLY ACTION PLANNING GRANT PROGRAM OF 2021
WHEREAS, the Regional Early Action Planning Grant Program of 2021 ("REAP

2.0") program was established by the California state legislature as part of the 2021 California Comeback Plan under AB 140 to confront the statewide housing affordability crisis by building and expanding on the success of the REAP 2019 program by integrating housing and climate goals and allowing for broader planning and implementation investments to facilitate housing supply, choice, and affordability; WHEREAS, REAP 2.0 funded activities must meet the program objectives, which are to accelerate infill development that facilitates housing supply, choice and affordability; affirmatively further fair housing; and reduce vehicle miles traveled. Further, all residential development must be in areas meeting the definition for "In Fill" provided in the REAP 2.0 state guidelines;
WHEREAS, the Southern California Association of Governments ("SCAG") issued a call for applications under the Projects to Accelerate Transitional Housing ("PATH") Program; and
WHEREAS, SCAG intends to award $411,756 to VCOG to complete and deliver the VCOG REAP 2.0 Project.

NOW, THEREFORE, BE IT RESOLVED by the Governing Body of the Ventura Council of Governments as follows:

SECTION 1. VCOG hereby authorizes and directs such actions as are necessary and appropriate to accept the grant award of REAP 2.0 funds in the amount of $411,756 from SCAG.

SECTION 2. That the VCOG Chair Director or his designee is hereby authorized and directed to:

1. Execute an agreement with SCAG and any amendments thereto;

2. Take all reasonably necessary and appropriate actions to complete the [name of project] project fulfill all obligations required, and seek reimbursement of grant funds awarded, pursuant to the above referenced call for applications and in a manner consistent and in compliance with the REAP 2.0 guidelines and objectives and PATH Program guidelines and all applicable state and federal statutes, rules, regulations, and laws.
45 28
PASSED, APPROVED AND ADOPTED by the Governing Body of VCOG at its regular meeting this 12th day of September 2024.

Mike Johnson, Chair
Approved as to Form:

Hugh Riley, Executive Director
46 29
ATTACHMENT 2
MOU No. :M-XX-25
SCAG Project/OWP No. :XXX-XXXX

MEMORANDUM OF UNDERSTANDING
No. M-OXX-25

BETWEEN THE

SOUTHERN CALIFORNIA ASSOCIATION OF GOVERNMENTS
AND �UB-RECIPIENT :\TAMEJ
FOR REAP 2.0 SUBREGIONAL PARTNERSHIP 2.0 PROGRAM GRANT
(SCAG Project/OWP No. XXX-XXXX)
This Memorandum of Understanding ("MOU") is entered into by and between the Southern California Association of Governments ("SCAG") and !Sub-Recipient NameJ ("Sub-Recipient"), for a Subregional Partnership ("SRP") 2.0 Program Grant. SCAG and Sub-Recipient may be individually refeITed to as "Party" and collectively as "Parties."

RECITALS
WHEREAS, the Regional Early Action Planning Grants Program of 2021 ("REAP 2.0") was established with a principal goal to make funding available to Metropolitan Planning Organizations ("MPO") and other regional entities for transformative planning and implementation activities that meet housing and equity goals, reduce Vehicle Miles Traveled per capita, and advance implementation of the region's Sustainable Communities Strategy or Alternative Planning Strategy, as applicable; WHEREAS, the California Department of Housing and Community Development ("HCD") administers REAP 2.0 in accordance with Health and Safety Code sections 50515.06 to 50515.10 ("Statutes") and REAP 2.0 guidelines for MPO applicants released by HCD pursuant to the Statutes ("REAP 2.0 Guidelines");
WHEREAS, SCAG is the federally designated MPO for Southern California, primarily responsible for the development of a Regional Transportation Plan/Sustainable Communities Strategy ("RTP/SCS" also known as "Connect SoCal") for the counties oflmperial, Los Angeles, Orange, San Bernardino, Riverside, and Ventura;
WHEREAS, HCD awarded funds to SCAG under REAP 2.0;
WHEREAS, SCAG's Regional Council authorized funding for the SRP 2.0 Program and approved the guidelines for the SRP 2.0 Program ("Program Guidelines"); WHEREAS, SCAG released a Call for Applications for the SRP 2.0 Program; WHEREAS, Sub-Recipient, eligible for funds under the SRP 2.0 Program, developed and submitted the following proposed projects for the SRP 2.0 Program (collectively "Projects"); [List Each Funded Pro·ccn]
WHEREAS, SCAG reviewed the Sub-Recipient's Projects and dete1mined the Projects to be consistent with the REAP 2.0 Guidelines and Program Guidelines, and approved the Projects to receive funding;

47 30
MOU No. :M- ·x-25
SCAG Project/OWP No. : XX-XXXX
WHEREAS, before the execution of this MOU and anticipation thereof, the Parties entered into an MOU for Reimbursement of Initial Costs, wherein the Sub-Recipient submitted invoice(s) and was reimbursed for ce1iain initial and allowable costs ("Allowable Costs") for the SRP 2.0 Program, attached as Exhibit "F."; and
WHEREAS, the purpose of this MOU is to describe the responsibilities of the Parties.

NOW THEREFORE, IT IS MUTUALLY AGREED THAT:

1. Recitals and Exhibits
The Recitals and all exhibits referred to in this MOU are incorporated herein by this reference and made a part of the provisions of this MOU.

2. Term
The Term of this MOU shall begin on the Effective Date and continue until Ex iration Date (date can be no later than November 30, 2025)], ("Completion Date"), unless terminated earlier as provided herein. Time is of the essence in the performance of services under this MOU.

3. Scope of Work and Sub-Recipient's Responsibilities
a. Sub-Recipient shall be res onsible for im12lementing the Projects in accordance with the "Scopes of Work" attached as: [NOTE: for each individual project include a se arate Seo e of Work that includes the Project Descri tion and Final Deliverables] Exhibit A-1 - [!Project Name]
Exhibit A-2 - [!Project Name]
b. Interim deliverables and tasks for each project, including sub-allocated budgets and schedules, required to implement the Scopes of Work shall be documented using the Scope of Work Approval Fo1m, attached as Exhibit B ("SOW Approval Form"). The SOW Approval Form(s) must be signed by SCAG Project Manager, SCAG Depa1iment Manager, SCAG Deputy Director or their designee and Sub-Redpient prior to the performance of the work outlined in the SOW Approval Fmm(s). The SOW Approval Form(s) may be signed by way of a manual or authorized digital signature, or a signature stamp. The SOW Approval Form(s) may be used to document interim deliverables and interim deliverable budgets and schedules but may not be used to modify the deliverables and budget noted in this MOU. The SOW Approval Form(s) may be amended subject to approval by SCAG. No amendment to the SOW Approval Fonn(s) shall be valid unless made in w1iting and signed by the Parties. If there is a conflict between the SOW Approval Form(s) and this MOU, this MOU shall prevail.
c. Sub-Recipient must demonstrate a clear and significant nexus to all the REAP 2.0 Goals and Objectives including the definition of infill contained therein as described in Section 9 of this MOU, and must cany out the Projects to meet the REAP 2.0 Goals and Objectives. Any lack of

48 31
MOU No. :M-XX-25
SCAG Project/OWP No. :!XXX-XXXX
action or action inconsistent with REAP 2.0 Goals and Objectives may result in review and could be subject to modification of funding, tennination of this MOU, and repayment of the Grant Funds. d. In compliance with Section 3.e., Sub-Recipient shall procure and manage one or more Consultants to ensure the Scopes of Work, as outlined in the most current fully executed SOW Approval Fonn(s), are fully performed and the Projects are completed in compliance with this MOU and all applicable laws and regulations.
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. All REAP 2.0 funded procurements must be conducted using a fair and competitive procurement process and sole source procurements are expressly prohibited. [Add if Monitored Procurement based on Risk Assessment:] Sub-Recipient is required pursuant to this MOU to procure all Services in the Scope of Work and SOW Approval Form(s) on a "monitored" basis, subject to provisions outlined in the "Monitored Sub-Recipient Requirements," attached as Exhibit E.
f. The term "Consultant(s)" shall hereinafter refer to all ent1t1es 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 (collectively "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 require documentation of RFPs and Notices to Proceed before approval of invoice reimbursement.
h. When requested, Sub-Recipient shall provide other related documentation of compliance, as detennined by SCAG, with applicable procurement requirements and tenns and conditions of this MOU within ten (10) days of the request.

1. Sub-Recipient shall be responsible for conducting a complete detailed review: of Consultant(s)' invoices prior to payment. The review shall include, but not be limited to, ensuring: (1) the work included in the invoice is correctly invoiced and supported; (2) hours worked equal hours invoiced; (3) charged rates are equal to the contracted rates; (4) materials and services were received; and (5) that the work performed is consistent with the Scopes of Work. Upon review, Sub-Recipient shall pay Consultant(s)' invoices prior to submitting invoices to SCAG for reimbursement.

J. Sub-Recipient shall be accountable to SCAG and HCD to ensure Consultant(s)' performance. Sub­ Recipient's Project Manager shall be responsible for final approval of Consultant(s)' deliverables Page4
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MOU No. :M-XX-25
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consistent with the Scopes of Work, as outlined in the most current fully executed SOW Approval Fmm(s); provided, however, that prior to approving a deliverable from the Consultant(s), Sub­ Recipient's Project Manager shall consult with SCAG's Project Manager. 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.

1. Sub-Recipient shall be responsible for ensuring compliance with all applicable California Environmental Quality Act (CEQA) and National Environmental Policy Act (NEPA) requirements, and, as applicable, shall serve as the implementing agency for environmental approval(s).
m. In the perfonnance of this MOU, Sub-Recipient and SCAG shall treat the Allowable Costs as included in, and not in excess of, the total amount of funds awarded to Sub-Recipient for the SRP

2.0 Program. All tenns and conditions of this MOU apply to the Allowable Costs and the expenses incurred and services performed for the Initial Costs. In the event of any conflict between the terms and conditions of this MOU and the MOU for Reimbursement of Initial Costs, SCAG shall have sole discretion to make decisions and take action.

4. Project Management
a. All work under this MOU shall be coordinated with SCAG and Sub-Recipient through the Project Managers.
b. For purposes of this MOU, SCAG designates the following individual(s) as its Project Manager:
[Name]
[Title]
[Number]
[Email]
SCAG reserves the right to change this designation.
c. For purposes of this MOU, Sub-Recipient designates the following individual(s) as its Project Manager:

[Name]
[Title]
[Number]
[Email]
Sub-Recipient reserves the right to change this designation upon written notice to SCAG. 50 33

5. Funding
MOU No. :M-XX-25
SCAG Project/OWP No. : XX-XXXX
a. SCAG's contribution to the Projects is funded wholly with REAP 2.0 funds, in an amount not to exceed $xxx ("Grant Funds''). The individual Projects shall be funded as follows ("Project Funds"): [NOTE: for each individual roject list the 12roject name and roject budget] [Project Name] - [\Project Budgev]
[!Project Name] - [Project Budget]
Pursuant to the MOU for Reimbursement of Initial Costs, the Allowable Costs shall be included in, and not in excess of, the total amount of Grant Funds and Project Funds. b. SCAG shall not be obligated to make payments for any costs that exceed the Project Funds for that Project or the Grant Funds for the Projects. SCAG shall not be obligated to pay for any increase in costs which exceeds the budgets included in this MOU and the most current fully executed SOW Approval Fonn(s), the Project Funds for that Project, or the Grant Funds for the Projects. SCAG shall not be obligated to make payments from any source other than funds provided by HCD to SCAG pursuant to REAP 2.0. In the event HCD terminates its agreement to provide funds or reduces the funds provided, SCAG shall have the right to terminate this MOU, in accordance with Section 17, or to amend this MOU to reflect the changes in funding. c. SCAG shall make payments to Sub-Recipient only for work performed as part of the Scopes of Work, as outlined in the most current fully executed SOW Approval Form(s), and consistent with REAP 2.0 Goals and Objectives, REAP 2.0 Guidelines, and Program Guidelines. d. SCAG reserves the right, in its sole discretion, to discontinue funding any one or more of the Projects and/or terminate this MOU as described in Section 17. e. Any costs for which Sub-Recipient receives reimbursement or credit that is dete1mined 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.

6. Invoices
a. This MOU is a Cost Reimbursement agreement. Amounts claimed must reflect the actual incurred and paid cost of completed work. The actual incurred and paid costs may not exceed each Projects' budgets set f01th in this MOU and the most current fully executed SOW Approval Fonn(s). All invoices submitted to SCAG for payment shall be e-mailed to [email protected] and copy the SCAG Project Manager (file cannot exceed 10MB). All invoices submitted to SCAG for the Projects shall reference the OWP Project Number (OWP No. XXX-XXXX). A separate invoice must be submitted for each individual Project.

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SCAG Project/OWP No. :XXX-XXXX
b. By the twenty-first day following the start of a new month (i.e., January 21, February 21, March 21), Sub-Recipient shall submit an invoice for each Project to SCAG using the "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 contains a progress report portion which serves to confirm that the services have been performed and can be paid. All invoiced costs must be substantiated, by providing documented support for the expense incurred, such as copies of payroll reports, paid invoices, and proof of payment. The invoice progress report shall serve as the formal progress report for the Project and shall be signed by the Sub-Recipient. The progress report shall include, in nanative form, a description of services perfo1med by Sub-Recipient's staff and Consultant(s) as well as progress toward completion of tasks related to the Projects for the invoiced period and 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. If SCAG determines that the Invoice Report is not compliant with this MOU or the most cmTent fully executed SOW Approval Form, SCAG may withhold and/or off-set future payment(s) to the Sub-Recipient.
c. Incomplete or inaccurate invoices may be returned to Sub-Recipient for con-ection without payment until corrected and approved. SCAG may, at its discretion, disallow any unsupported costs and process the invoice. If Sub-Recipient corrects the enor, the disaJlowed 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/hg/asc/travel/ap b/bul.htm. Also, a summary of travel reimbursement rules is accessible through the aforementioned link. 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 services rendered through June 30th, no later than July 2pt dming the Tenn of this MOU. SCAG shall not be obligated to pay Sub-Recipient for any invoice received after such date.
f. Sub-Recipient shall submit its final invoice to SCAG within thirty (30) days of the completion of each individual Project, but no later than within thirty (30) days after all Grant Fm1ds have been expended, whichever is first. SCAG shall not be obligated to pay-Sub Recipient for any invoice received after such date.
g. Sub-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 Recipient. The ten (10) calendar days period is applicable unless a shorter period is required by applicable law.

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MOU No. :M-XX-25
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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 and the most current fully executed SOW Approval Form.
b. By February 10 of each year following receipt of funding pursuant to this MOU, Sub-Recipient shall submit an Annual Report using the "Report Template," attached as Exhibit D. Sub-Recipient shall submit a separate Annual Report for each Project. The 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 each 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 the Completion Date, Sub-Recipient shall submit a Close-Out Repo1i 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. XXX­ XXX).

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 incurred costs as interim points of completion, and provide support for payment vouchers and invoices. b. Sub-Recipient shall establish a separate ledger account for 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 Fonn(s), for each Project. c. Sub-Recipient shall maintain documentation of its normal procurement policy and competitive procurement bid process and completed procurements and financial records of expenditures incmTed during the course of the Projects in accordance with GAAP.

9. AIIowable Uses of Grant Funds
a. Project Funds and Grant Funds shall be expended in compliance with the REAP 2.0 Goals and Objectives, and as required meets the definition for "Infill," as provided in the State REAP 2.0 Guidelines.

1. REAP 2.0 Goals ("Goals") are to invest in housing, planning, and infill housing-supp01iive infrastructure across the entire state in a manner that reduces Vehicle Miles Traveled ("VMT"), increases housing affordability, and advances equity. More detailed infonnation on the Goals 53 36
MOU No. :M-XX-25
SCAG Project/OWP No. :XXX-XXXX
can be found in Section 201 of the REAP 2.0 Notice of Funding Availability ("NOF A") and Final Guidelines for MPO Applicants and are made a part of the provisions of this MOU as if set forth in full.

11. 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 Fonn(s).
c. Project Funds and Grant Funds may not be used for administrative costs of persons employed by Sub-Recipient for activities not directly related to eligible activities. d. Sub-Recipient shall use no more than X percent (X%) of the Project Funds for administrative costs related to a Project, or a maximum of XXX ($XXX), 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.

1. To be eligible for administrative costs, Sub-Recipient must have clearly indicated if funds would be used towards administrative costs on or before the date the initial SOW Approval Form is fully executed by both parties or within 30 days after the execution of this MOU, whichever is first.

11. 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. 111. 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 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 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. 54 37
MOU No. :M-XX-25
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1v. If Sub-Recipient elects a de minimis indirect cost rate as defined in 2 CFR 200 Uniform Administrative Requirements, Cost Principles, And Audit Requirements for Federal Awards, they must annually complete a certification form provided by SCAG Project Manager to confirm the eligibility and compliance with 2 CFR 200 Uniform Administrative Requirements, Cost Principles, And Audit Requirements For Federal Awards and submit the signed form to SCAG Project Manager for the current fiscal year and subsequent years throughout the performance period. The de minimis rate is to be applied to modified total direct costs (MTDC) as defined by 2 CFR Part 200.1.
e. There must be a strong 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 or approval. If Sub­ Recipient does not formally request adoption or approval of the funded activity, it may be subject to repayment of the Grant Funds.

10. Work Products
a. For purposes of this MOU, "Work Products" shall mean all deliverables created or produced under this MOU including, but not limited to, all deliverables conceived or made either solely or jointly with others during the tern, of this MOU and during a period of six months after the tennination thereof, which relates to the Projects. Work Products shall not include real property or capital improvements. Work Products includes a11 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 and may, at its sole discretion, grant 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.

11. Amendments
No amendment or variation of the terms of this MOU shall be valid unless made in writing and signed by the Parties. If an amendment is to become effective before the date of full execution by the Parties, the effective date of such amendment shall be no earlier than the date that SCAG received the request.

12. Notices
Any notice or notices required or permitted to be given pursuant to this MOU may be personally served on the other Party by the Party giving such notice, or may be served by certified mail, return receipt requested, to the following addresses:

Page JO
55 38
To SCAG: Cindy Giraldo
Chief Financial Officer
MOU No. :M- ·x-25
SCAG Project/OWP No. :XXX-XXXX
Southern California Association of Governments
900 Wilshire Blvd., Suite 1700
Los Angeles, CA 90017
(213) 630-1413
[email protected]
SCAG reserves the right to change this designation.

To Sub-Recipient: Name
Title
Agency
Address
Phon
Email

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
General Liability
Automobile
Liability
Workers'
Compensation/
Employer's Liability

Requirements
Commercial General
Liability msurance with
coverage at least as broad as
Insurance Services Office
form CG 00 01.

Automobile msurance at
least as broad as Insurance
Services Office form CA 00

01. 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.

Limits
Not less than $2,000,000 per occurrence,
$4,000,000 general aggregate, for bodily injury,
personal injury, and property damage. The policy
must include contractual liability that has not
been amended. Any endorsement restricting
standard ISO "insured contract" language will
not be accepted.

Covering bodily injury and prope1ty 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, m an
amount not less than $1,000,000 combined single
limit for each accident.

Including Occupational Diseases in accordance
with California Law and Employers' Liability
Insurance with a limit of not less than $1,000,000
each accident.
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MOU No. :M-XX-25
SCAG Project/OWP No. : XX-XXXX
Professional Professional Liability (Errors With limits of not less than $1,000,000 per Liability Insurance and Omissions) msurance occurrence. In addition, it shall be required that the appropriate to the Sub- professional liability insurance policy remain in Recipient's profession. effect for three (3) years after the Completion Date of this MOU.
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:

1. 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, occupied 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.

11. For any claims related to this Project, Sub-Recipient's insurance coverage shall be p1imary 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.
111. 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. 1v. 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 AM. 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 ce1tificates 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, ce1tified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications.

57 40
MOU No. :M-XX-25
SCAG Project/OWP No. :XXX-XXXX
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 conf01mity 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 te1ms 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) 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 gross negligence or willful misconduct.

15. Disputes
Except as otherwise provided in this MOU, any dispute arising under this MOU which is not resolved by mutual agreement shall be decided through binding arbitration by a three (3) member panel in accordance with the mies of the American Arbitration Association and as provided in this provision.

If this provision differs from the rules of the American Arbitration Association, then this provision shall control. Sub-Recipient shall continue with the responsibilities under this MOU during any dispute until the dispute is resolved. A judgment upon the award rendered by arbitration may be entered into any court having jurisdiction thereof. The arbitration panel shall have the authority to grant any remedy or relief that would have been available to the Parties had the matter been heard in a comi of law. Fallowing arbitration, the arbitration panel shall prepare a written decision containing the essential findings and conclusions on which the award is based so as to ensure meaningful judicial review of the decision. All expenses and fees for the arbitrator and expenses for hearing facilities and other expenses of arbitration shall be borne equally by both Parties unless they agree otherwise or unless the arbitrator in the award assesses such expenses against one of the parties or allocates such expenses other than equally between the Parties. Either Party may bring an action in court to compel arbitration under this MOU and to enforce an arbitration award.

Page I 3
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MOU No. :M-XX-25
SCAG Project/OWP No. :XXX-XXXX

16. Noncompliance
a. In the event of nonperformance or noncompliance with any requirement of this MOU, including but not limited to project eligibility, schedule, deliverables, or milestone timelines, as outlined in the most current fully executed SOW Approval Form(s), SCAG may:

1. Issue a written notice to stop work. If such notice is provided, Sub-Recipient and its Consultant( s) shall i1mnediately cease all work under the MOU. SCAG has the sole discretion to detennine that Sub-Recipient is in compliance with the terms and conditions after a stop work order, and to deliver a written notice to Sub-Recipient to resume work under this MOU.

11. Require repayment of the Project Funds or the Grant Funds. 111. Terminate this MOU pursuant to Section 17.
b. Notwithstanding the provisions set forth above, or any other provision contained in this MOU, no remedy conferred by any of the specific provisions of this MOU or the SOW Approval Fonn(s), is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy existing at law or in equity or by statute or otherwise.

17. Termination of MOU
a. Termination for Cancellation or Reduction in REAP 2.0 Funding. In the event BCD terminates or cancels funding to SCAG, this MOU is deemed to be terminated and SCAG shall be relieved of any and all obligations under this MOU as of the effective date ofHCD's termination. In the event HCD reduces funding to SCAG, SCAG shall have the unilateral right to stop work, proportionally reduce funding to Sub-Recipient or tenninate this MOU.
b. Tennination for Convenience. Either Party may terminate this MOU at any time by giving written notice to the other party of such termination at least thirty (30) calendar days before the effective date of such termination. Should SCAG terminate the MOU for convenience, upon receipt of the notice of termination, Sub-Recipient shall immediately take action to avoid incurring any additional obligation costs or expenses except as may be necessary to te1minate its activities or the ac6vities of its Consultant(s). SCAG shall pay Sub-Recipient its reasonable and allowable costs through the effective date of termination and is not liable for any expenses after termination, including any costs associated with Consultant(s). In such event, all finished or unfinished Work Products shall be provided to SCAG.
c. Termination for Cause. If through any cause, either Party shall fail to timely and adequately fulfill its obligations under this MOU, or if either Party violates any of the covenants, terms, or stipulations of this MOU, the non-breaching Party shall thereupon have the right to terminate the MOU by giving not less than ten (10) calendar days written notice to the breaching Party of the intent to terminate and specifying the effective date thereof. The non-breaching Party shall provide a reasonable opp01tunity for the breaching Party to cure prior to termination. In no event shall such opportunity to cure extend beyond the term of the MOU. In the event that SCAG invokes this termination for cause provision, Sub-Recipient shall reimburse SCAG for all funds provided for the Projects and all finished or unfinished Work Products shall be provided to SCAG at its option.

59 42

18. Records Retention
MOU No. :M-XX-25
SCAG Project/OWP No. :XXX-XXXX
a. Sub-Recipient and its Consultant(s) shall maintain and make available, in accordance with Section 19 of this MOU, all source documents, books and records connected with the Projects, documentation of its normal procurement policy and competitive procurement bid process and completed procurements related to the Projects, all work perfonned under this MOU, all evidence of environmental clearance, and evidence demonstrating the funding was used for the appropriate purposes for a minimum of five (5) years after all Grant Funds have been expended. Wherever practicable, such records should be collected, transmitted, and stored in open and machine­ readable formats.
b. If any litigation, claim, negotiation, audit, monitoring, inspection, or other action has been started before the expiration of the required record retention period, all records shall be retained and made available by Sub-Recipient and 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) all Grant Funds have been expended, 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 the 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 inf01mation requested. Copies shall be made and furnished to SCAG upon request at no cost to SCAG.
d. Sub-Recipient agrees to permit SCAG, HCD, the California 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 dete1mining compliance with this MOU, the Statutes, the REAP 2.0 Guidelines, or applicable state and federal laws, rules, and regulations. e. If there are audit findings 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.

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MOU No. :M-XX-25
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20. Small Business and Disabled Veteran Business Enterprise Participation a. If for this MOU Sub-Recipient made a commitment to achieve small business participation, then Sub-Recipient must within 60 days of receiving final payment under this MOU ( or within such other time period as may be specified elsewhere in this MOU) report to SCAG the actual percentage of small business participation that was achieved. (Gov. Code § 14841.) b. If for this MOU Sub-Recipient made a commitment to achieve disabled veteran business enterprise ("DVBE") participation, then Sub-Recipient must within 60 days of receiving final payment under this MOU ( or within such other time period as may be specified elsewhere in this MOU) certify in a report to SCAG: (1) the total amount the Sub-Recipient received under the MOU; (2) the name and address of the DVBE(s) that participated in the performance of the MOU; (3) the amount each DVBE received from the Sub-Recipient; (4) that all payments under the MOU have been made to the DVBE; and (5) the actual 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. (M&V Code§ 999.5(d); Gov. Code§ 14841.)

21. Compliance with Laws, Rules, and Regulations
a. Sub-Recipient agrees to comply with all federal, state and local laws, mles and regulations applicable to this MOU.
b. Non-Discrimination/Equal Employment Opportunity

1. During the performance of this MOU, Sub-Recipient assures that no person shall be denied the MOU's benefits, be excluded from paiticipation 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.) and all applicable regulations and guidelines issued pursuant to the ADA, and the Age Discrimination Act of 1975 and alJ implementing regulations. Sub-Recipient shall ensure that the evaluation and treatment of employees and applicants for employment are free of such discrimination.

11. 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.
111. 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 Page I 6
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SCAG Project/OWP No. :XXX-XXXX
all other sources of information and its facilities as the Department of Fair Employment and Housing, SCAG, or HCD shall require to asce1tain compliance with this Section. 1v. 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 infonnation, 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 offered 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:

1. 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 suppmt enforcement, including, but not limited to, disclosure of information and compliance with earnings assigmnent orders, as provided in Chapter 8 (commencing with Section 5200) of Part 5 of Division 9 of the Family Code; and

11. 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 §1 0353.
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).)

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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

1. 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 payment of prevailing wages.

Services constituting public works are described in Califomia Labor Code Sections 1720-1861, as may be amended or recodified by legislative action from time-to-time.

11. 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.
111. If Sub-Recipient or its Consultant(s) will perfonn services that require payment of prevailing wages, they are required to register with the Califomia Department oflndustrial Relations (DIR) in order to be compliant with the law. Neither Sub-Recipient nor its Consultant(s) may work on a public works project without a current and active DIR registration. 1v. In the event that Sub-Recipient or its Consultant(s) engages in the performance of a public work under this MOU as defined by Labor Code Section 1770 et seq., Sub-Recipient and its Consultant(s) shall be required to cause such employees who are entitled to prevailing wages, to be paid the required wage amounts pursuant to applicable state law. Sub-Recipient and its Consultant(s) shall ensure compliance with the State of California's General Prevailing Wage Rate requirements in accordance with California Labor Code, Section 1770, and all Federal, State, and local laws and ordinances applicable to the work.
v. Sub-Recipient further acknowledges that any work that qualifies 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 Section 1813 regarding forfeiture for violations of the maximum hours per day and per week provisions contained in the same chapter. b. Sub-Recipient shall comply with all applicable federal, state, and local procurement requirements for public works and constrnction projects and shall advertise, open bids, award, and approve all construction contracts in accordance with the California Public Contract Code and the California Labor Code.
c. All construction contracts for the Projects shall be administered and managed by Sub-Recipient.

Sub-Recipient shall prepare or have prepared a detailed schedule of performance for the Projects, ensuring that all constrnction is completed within the timeline allowed by the MOU. Sub-Recipient 63 46
MOU No. :M-XX-25
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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 necessaiy to complete the Projects, including those necessaiy to perform design, construction, operation and maintenanc e, and to comply with all California Environmental Quality Act (CEQA) and National Environme ntal Policy Act (NEPA) requirements applicable to the Projects. Sub-Recipient shall pay all charges and fees and give all notices necessary or incidental to the Projects. e. Sub-Recipient shall prepare, or have prepared, all plans, specifications and estimates for the Projects and ensure that the Projects comply with all applicable federal and state accessibility requirements, including but not limited to the Ame1icans 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 necessaiy due diligence for the Projects, including but not limited to performing necessaiy 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, including but not limited to any covenants, conditions and rest1ictions, detennining the entity(ies) with site control, including whether any third parties have ownership or site control rights, and determining the suitability for the Projects. g. Sub-Recipient shall ensure any contractors or subcontractors are paid in accordance with applicable laws and regulations.
h. Sub-Recipient shall comply with the procedure set fo1th in Public Contracts Code Section 9204 for processing contractor claims, paying undisputed amounts, and requiring mediation of disputed amounts.

1. 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 Patties shall comply with all applicable federal and state conflict of interest laws, regulations, and policies.

24. Independent Contractor
Sub-Recipient and its Consultant(s) shall be independent contractors in the performance of this MOU, and not officers, employees, or agents of SCAG.

64 47

25. Assignment
MOU No. :M-XX-25
SCAG Project/OWP No. :iXXX-XXXX
Neither Party shall assign any rights or interests in this MOU, or any part thereof, without the written consent of each Party to this MOU, which consent may be granted, withheld or conditioned in the consenting Party's sole and absolute discretion. Any assignment without such written consent shall be void and unenforceable. The covenants and agreement of this MOU shall inure to the benefit of and shall be binding upon each of the Parties and their respective successors and assignees.

26. Release of Information
a. Subject to any provisions of law, including but not limited to the California Public Records Act, any Work Product or materials deemed confidential by either Party shall be held confidential by the receiving Party who shall safeguard such confidential materials from unauthorized disclosure, using the same standard of care to avoid disclosure as the receiving Party treats its confidential information, but in no case less than reasonable care. Nothing furnished to either Party which is otherwise known or is generally known, or has become known, to the related industry shall be deemed confidential.
b. Sub-Recipient shall not release any information or Work Products to a third party or otherwise publish or utilize any infonnation or Work Products obtained or produced by it as a result of or in connection with the perfommnce of services under this MOU without the prior written authorization of SCAG, except as provided under this MOU or as required by Jaw (including, without limitation, pursuant to the California Public Records Act). c. 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 rumouncements, social media postings, events, media advisories, news releases, and all other related materials.
d. To ensure consistency of public infonnation about SCAG programs and funded work products, Sub-Recipient is required to notify and coordinate with SCAG Project Manager who will coordinate with SCAG's Manager of Media & Public Affairs or a specified designee on any media inquiries or plans for proactively providing information to media outlets. e. All communication materials must be provided to SCAG Project Manager prior to completion so that inclusion of this element can be confirmed.

27. Non-Exclusivity
Nothing herein is intended nor shall be constrned as creating an exclusive arrangement between SCAG and Sub-Recipient. This MOU shall not restrict SCAG from acquiring similar, equal or like services from other entities or sources.

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MOU No. :M-XX-25
SCAG Project/OWP No. :XXX-XXXX

28. Severability
If any provision of this MOU is held to be illegal, invalid, or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it legal, valid, and enforceable, and the legality, validity, and enforceability of the remaining provisions shall not be affected thereby.

29. Survival
The following sections survive expiration or termination of this MOU:

Section 5 (Funding)
Section 10 0N ork Products)
Section 12 (Notices)
Section 13 (Insurance)
Section 14 (Indemnification)
Section 15 (Disputes)
Section 18 (Records Retention)
Section 19 (Monitoring and Audits)
Section 21 (Compliance with Laws, Rules, and Regulations) Section 22 (Public Works and Construction)
Section 23 (Conflict of Interest)
Section 26 (Release of Information)
Section 31 (Jurisdiction and Venue)
Section 32 (Waiver)

30. Flow-Down Provisions
Sub-Recipient shall include the following provisions in all agreements entered into containing funds provided under this MOU, require the provisions below that survive expiration or ten11ination of this MOU to survive, and shall include a requirement in all agreements that each of them in turn include the requirements in all contracts and subcontracts they enter into to perform work under the Project.

SCAG does not have a contractual relationship with Sub-Recipient's Consultants, and Sub-Recipient shall be fully responsible for monitoring and ensuring compliance with these provisions.

Section 3.c. (Scope of Work and Sub-Recipient's Responsibilities - nexus to REAP 2.0) Section 3.e. - 3.g. (Scope of Work and Sub-Recipient's Responsibilities -procurements) Section 3.k. (Scope of Work and Sub-Recipient's Responsibilities -penalty of perjury) Section 5.e. (Funding-repayment of ineligible costs)
Section 6 (Invoices)
Section 7 (Reporting)
Section 8 (Accounting)
Section 9 (Allowable Uses of Grant Funds)
Section 10 (Work Products)
Section 13 (Insurance)
Section 14 (Indemnification)
Section 18 (Records Retention)
Section 19 (Monitoring and Audits)
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MOU No. :M-XX-25
SCAG Project/OWP No. :XXX-XXXX
Section 20 (Small Business and Disabled Veteran Business Enterprise Participation) Section 21 (Compliance with Laws, Rules, and Regulations) Section 22 (Public Works and Construction)
Section 23 (Conflict of Interest)
Section 24 (Independent Contractor)
Section 25 (Assignment)
Section 26 (Release of Information)
Upon SCAG's request, Sub-Recipient shall provide SCAG a copy of any such agreement.

31. Jurisdiction and Venue
This MOU shall be deemed an agreement under the laws of the State of California and for all purposes shall be interpreted in accordance with such laws. Subject to the provisions in Section 15, the Parties hereby agree and consent to the exclusive jurisdiction of the courts of the State of California and that the venue of any action brought thereunder shall be Los Angeles County, California.

32. Waiver
No delay or failure by either Party to exercise or enforce at any time any right or provision of this MOU shall be considered a waiver thereof of such Party's right thereafter to exercise or enforce each and every right and provision of this MOU. A Waiver to be valid shall be in writing but need not be supported by consideration. No single waiver shall constitute a continuing or subsequent waiver.

33. Standard of Care
Sub-Recipient and its Consultant(s) shall perform the work required for the Project under this MOU in accordance with generally accepted industry standards, practices, and principles applicable to such work.

34. Force Majeure
Neither Party shall be liable or deemed to be in default for any delay or failure in performance under this MOU or intenuption of services resulting, directly or indirectly, from acts of nature, civil or military authority, acts of public enemy, war, strikes, labor disputes, pandemics, or any other similar cause beyond the reasonable control of the Parties, provided that the Party seeking to delay or excuse its performance as a result of such event shall notify the other Party in writing of such circumstances within not more than ten (10) days following the first occurrence of the event forming the basis of the delay or excuse of performance. In the event that the Party seeking to delay or excuse its perf01mance fails to timely deliver the notice described in the previous sentence, then such event shall not relieve the Party from its timely performance.

35. Entire MOU
This MOU, comprised of these terms and conditions, the attached exhibits, and any properly executed amendments, represents and contains the entire agreement of the Parties with respect to the matters

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MOU No. :M-XX-25
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set forth herein. This MOU supersedes any and all prior negotiations, discussions and, if any, previous agreements between the Parties with respect to the matters set forth herein.

36. Execution
This MOU, or any amendments related thereto, 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 amendments may be executed by way of a manual or authorized digital signature. Delivery of an executed counterpart of a signature page to this MOU or an amendment by electronic transmission scanned pages shall be deemed effective as a delivery of a manually or digitally executed counterpart to this MOU or any amendment.

37. Effective Date
This MOU shall be effective as of the last date on which the document is executed by all Parties.

38. Authority
Sub-Recipient wrunnts and certifies that it possesses the legal authority to execute this MOU and to undertake the Projects, and, if applicable, that a resolution, motion, or similar action has been fully adopted or passed, as an official act of Sub-Recipient's governing body, authorizing receipt of the Grant Funds, and directing and designating the authorized representative(s) of Sub-Recipient to act in connection with the Projects and to provide such additional information as may be required by SCAG.

68 51

SIGNATURE PAGE TO

MEMORANDUM OF UNDERSTANDING
No. M-OXX-25
IN WITNESS WHEREOF, the Parties have caused this Memorandum of Understanding to be executed by their duly authorized representatives as of the dates indicated below:

SOUTHERN CALIFORNIA ASSOCIATION OF GOVERNMENTS ("SCAG") By: __________________ _
Cindy Giraldo
Chief Financial Officer
APPROVED AS TO FORM:

By: -------------------
Jeffery Elder
Chief Counsel
xxxi ("Sub-Recipient")
By: .----------------------
Nam c
itle
APPROVED AS TO FORM:

By: �-------------------
a 111 c
Title
Date
Date
Date
Date
69 52
��
Southern California Association of Governments (SCAG)
Regional Early Action Planning (REAP) 2.0 Program
Subregional Partnership (SRP) 2.0 Program

SCOPE DESCRIPTION, APPROACH AND DELIVER ABLES
'roject 2 AFFH Implementation Technical Assistance (TA) lplicant: Ventura Council of Governments
iscribe each principle task identified in the Budget & Timeline, provide scope, approach, and list deliverable(s). Add or delete rows as needed. rask #
l

1.1 2

2.1 3

3.1 4

4.1 4.2

4.3 4.4
Task Title
Program Administration _lS"l
Grant reporting, invoicing,
closeout/final report
Proi_e� _r.,_a_n__ilgement
Project Management
Procure Consultant
RFP Released and Consultant
Selected
Develop AFFH Technical
Assistance Scope and TA
-,-
Review 11 Housing Elements:

AFFH programs, Infill Areas,
Priority Populations, and Outreach
History
Develop AFFH TA Draft Program
Circulate to VCOG Jurisdictions
and Community Representatives
Revise and adopt Final AFFH
Technical Assitance project,
template MOU, and Outreach
Plan
�sed 9.7.21
C)
Scope Description and Approach
Submit reports as required by SCAG (e.g. quarterly, annually), submit monthly invoicing documents to SCAG, gather final documents and produce a final report.

Project 2 management, VCOG Board interaction, networking with City Managers and City/County Planners, working with SCAG staff, draft RFP, select consultant, review contract -
-
Grant reports
Invoices
Final Report
Deliverable(s)
Monthly VCOG invoices with task descriptions
various reports, agendas, and other documents
COG will work with SCAG to develop and release a Request for Proposals (RFP) through SCAG's REAP 2.0 IRFP consultant bench, evaluate and select, negoti ate, and finalize a contract with the selected consultant(s). Executed contract VCOG staff (with support from Consultant if on boarded) will review 11 Housing Elements and the Countywide 2020 Analysis of Impediments to Fair Housing and 5-Year Regional Consolidated Plan to characterize and cluster: 1) AFFH program tasks; 2) priority populations, 3) applying infill test, and 4) outreach methods, contacts, and effectiveness.
-
VCOG staff (with support from Consultant if onboarded) will identify clusters of AFFH tasks that qualify for REAP implementation assistance actions and scope a technical assistance plan/MOU for each city or groups of cities with three general components: 1) actions suitable to countywide implementation resulting in economies of scale and consistent outreach, 2) regional or subregional analysis or study with specific transformative actionable recommendations focused on PGA's and priority populations in state­ defined infill locations with no significant VMT impacts, and 3) preparation of #2 template actionable documents .

VCOG staff (with support from Consultant if onboarded) will circulate Draft AFFH Technical Assitance program, template MOU, and Draft Outreach Plan to cities, county, and community representatives for comment for 30 days. Apply the infill review to all tasks.

VCOG staff (with support from Consultant if onboarded) will prepare Final AFFH Technical Assitance project, template MOU, and Final Outreach Plan for adoption by VCOG with certification that programs comply with SCAG and HCD requirements and/or MOU conditions require SCAG and/or VCOG reviews.

Apply the infill review to all tasks.

AFFH Programs task typology
Priority populations characterization and locations
Public engagement methods, contacts, and effectiveness
Consultant RFP, selection record, contracts
Draft AFFH Technical Assistance project
MOUs with city/cities
Actionable documents
List of AFFH Community Representatives
AFFH TA project review comment request
Comments on Draft documents
Final TA Project and Outreach Plan
VCOG adoption staff report
MOU conditions to ensure REAP 2.0 qualification
)> -I
)>
0 ::c
s: m z
-I
c..,
53 �.:

4.5 5

5.1 5.2

5.3 5.4

5.5 5.6
Provide TA to jurisdictions
Prohousing Designations
Webinar/workshop on Prohousing
Scoring; Determine jurisdictional
interest
Compile Prohousing scores
Provide individual jurisdictional
action plans for Prohousing
eligibility
Assist completing actions needed
for Prohousing Designation
Prepare and Submit Prohousing
Applications
Prepare Final report
�sed 9.7.21
Southern California Association of Governments (SCAG)
Regional Early Action Planning (REAP) 2.0 Program
Subregional Partnership (SRP) 2.0 Program

SCOPE DESCRIPTION, APPROACH AND DELIVERABLES
Consultant to provide responsive and timely technical and analytical support on an on-call basis to jurisidictions to address specific challenges, questions, and/or needs related to the 6th cycle housing element. Technical assistance projects should incorporate a robust public outreach plan that addresses AFFH by ensuring the broadest representation of participants through equitable actions. The state REAP

2.0 guidelines require all uses that include rezoning or that guide development by updating planning documents, development standards, and zoning ordinances, including general plans, community plans, specific plans, SCS, and local coastal programs; that all uses that include the creation of planning documents be accompanied by a commitment to adopt by the expenditure deadline. The commitment to adopt will be maintained in the project scope.

VCOG staff will determine interest from each jurisdiction in taking the actions necessary to be eligible and filing with HCD for prohousing designation. VCOG staff contacts up to 11 jurisdiction staff and/or Electeds to determine each jurisdictions intent to: 1) not seek Prohousing at this time, 2) submit draft application as is, or 3) improve Prohousing score by augmenting housing programs.

VCOG staff prepare and present a Ventura-specific Prohousing kickoff program review, scoring format, and initial scoring potential for each participating VCOG jursidiction, and range of REAP 2 qualifying assistance.

VCOG staff and Consultant shall prepare an action plan for prohousing designation for each participating jurisdiction.

As time permits, VCOG staff and consultant shall work with requesting jurisdictions to complete actions that augment its Prohousing score, and incorporate into score.

As time allows, Consultant shall assist jurisdictions with preparation, completion, and submittal of the Prohousing application to HCD within the expenditure deadline.

Consultant shall prepare a summary report of jurisdictions that completed the prohousing designation application and recommended next steps to increase participation if not all cities participated Actionable Outcomes from the Technical Assistance provided Adoption date(s) and Governing Bodyies) as applicable to meet REAP 2.0 requirements
-----
--
Memo documenting the jurisdictions intested in participating and committing to taking actions needed to be eligible to file for prohousing designation.

Webinar/Workshop presentation and Q&A followup
Initial scoring potential report
Action plan for each participating jurisdiction
Actions completed that augment score
Applications for those jurisdictions that applied
Summary report of jurisdictions that completed the
prohousing designation, and recommended next steps to
increase participation if not all cities participated.
54 - , -T
,Project Name: VCOG EAP 2.0
·Project 1 -AFFH Implementation
Technical Assistance
1Proj�t 2--Conti���tion of ADU
Program with OCCOG*
'.*still pending approval
,-- -- - ------·-
Total
Budget
$366,756
-r:- -;$45,000
I
-t - - -- -- - -- i
:$411,756
72 55