CITY OF SIMI VALLEY
MEMORANDUM
September 8, 2025
TO: City Council
FROM: Department of Public Works
SUBJECT: ACCEPT $150,000 IN FUNDING FROM VENTURA COUNTY
TRANSPORTATION COMMISSION (VCTC) FOR THE REGIONAL EARLY ACTION PLANNING GRANTS (REAP) 2.0 PROGRAM; AUTHORIZATION
FOR THE CITY MANAGER TO EXECUTE THE INTERAGENCY
AGREEMENT; APPROVAL OF A SUPPLEMENTAL BUDGET REQUEST
OF $150,000 IN THE TRANSIT FUND (FUND 750 , CP75000006 ); AND
AUTHORIZATION FOR THE CITY MANAGER OR DESIGNEE TO
APPROVE GRANT-RELATED DOCUMENTS
STAFF RECOMMENDATION
It is recommended that the City Council:
1. Accept $150,000 in funding from the Ventura County Transportation Commission (VCTC) for the Regional Early Action Planning Grants (REAP) 2.0 Program;
2. Authorize the City Manager to execute the Interagency Agreement for the City to receive the REAP grant;
3. Approve a Supplemental Budget Request in Transit Fund (Fund 750 , CP75000006) for $150,000; and
4. Authorize the City Manager or designee to approve and execute grant -related documents.
BACKGROUND AND OVERVIEW
The Regional Early Action Planning Grants (REAP) 2.0 Program, authorized under California Assembly Bill No. 140, provides funding and resources to support local projects that advance the program's goals and objectives. The REAP program aims to address transit challenges, enhance transit infrastructure, and assist local agencies in creating efficient, safe, and environmentally friendly transit options.
The REAP program was established with the principal goal of making funding available to Metropolitan Planning Organizations (MPO s) and other regional entities for transformative planning and implementation activities.
AGENDA ITEM NO.
Consent (2)
The Ventura County Transportation Commission ( VCTC) has e ntered into a Memorandum of Understanding (MOU) with the Southern California Association of Governments (SCAG) to implement REAP 2.0 Program, authorizing local agencies to enter into agreements with other local Ventura County agencies to support the development, implementation, and funding of transit partnership projects that align with the goals and priorities of the Regional Early Action Planning Grants 2.0 Program and comply with California Assembly Bill 140.
FINDINGS AND ALTERNATIVES
The City will receive $150,000 of REAP Grants 2.0 Program funds, which will be used for bus stop improvements. The proposed work may include the installation of new benches and shelters, as well as placing improved concrete landing pads for bus shelters and access paths. The project costs include labor, tools, materials, and supplies necessary to furnish, transport, and install combinations of bus shelters, benches, and trash/recyclable receptacles. Attachment A (page 54) lists the proposed bus stop sites scheduled for improvement as part of this project.
Staff recommends that the City Council accept the $150,000 in funding from VCTC for the REAP G rants 2.0 Program , authorize the City Manager to execute the Interagency Agreement for the City to receive the REAP Grant, approve a S upplemental Budget request of $150,000 under Capital Project CP75000006 in Transit Fund (Fund 750), and authorize the City Manager or designee to approve grant-related documents.
The following alternatives are available to the City Council:
1. Accept $150,000 in funding from the Ventura County Transportation Commission (VCTC) for the Regional Early Action Planning Grants (REAP) 2.0 Program;
2. Authorize the City Manager to execute the I nteragency Agreement for the City to receive the REAP Grants;
3. Approve a Supplemental Budget Request in Transit Fund (Fund 750, CP75000006) for $150,000; and
4. Authorize the City Manager or designee to approve and execute grant -related documents; or,
5. P rovide staff further direction.
Staff recommend Alternative Nos. 1 through 4.
2 SUGGESTED CITY COUNCIL MOTION
I move to accept $150,000 in funding from VCTC for the REAP Grants 2.0 Program to use for bus stop improvements, authorize the City Manager to execute the I nteragency Agreement for the City to receive the REAP grant, approve a Supplemental Budget Request of $150,000 in the Transit Fund (Fund 750, CP75000006), and authorize the City Manager or designee to approve and execute grant-related documents.
SUMMARY
The City was awarded $150,000 in REAP Grants 2.0 Program funds from the Ventura County Transportation Commission to supplement the bus improvement project. Staff recommends that the City Council accept $150,000 in funding from VCTC for the REAP Grants 2.0 Program, authorize the City Manager to execute the I nteragency Agreement for the City to receive the REAP Grant, approve a Supplemental Budget Request of $150,000 in the Transportation Fund (Fund 750, CP75000006) , and authorize the City Manager or designee to approve and execute grant-related documents.
____________________________________
Ronald K. Fuchiwaki
Public Works Director
Prepared by: Tan Koehler, Senior Management Analyst
INDEX Page
Contract ..................................................................................... ……4 Exhibit A – SCAG MOU No. M-010-24 .................................... ……12 Attachment A – List of Bus Stop Improvements ...................... ……54
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MEMORANDUM OF UNDERSTANDING
BETWEEN
VENTURA COUNTY TRANSPORTATION COMMISSION
AND
CITY OF SIMI VALLEY
REGIONAL EARLY ACTION PLANNING GRANT
This Memorandum of Understanding (“MOU” or “Agreement”) is effective September 8, 2025 (“Effective Date”) between Ventura County Transportation Commission (hereinafter referred to as “VCTC”) and City of Simi Valley (hereinafter referred to as “City”) with respect to the following recitals:
WHEREAS, the Regional Early Action Planning Grants (REAP) 2.0 Program, is authorized under California Assembly Bill No. 140 to provide funding and resources to support local projects that advance the program's goals and objectives;
WHEREAS, California Assembly Bill No. 140 provides the legislative authority for the Regional Early Action Planning Grants 2.0 Program to advance the following intent and objectives:
a. Accelerate infill development that facilitates housing supply, choice, and affordability b. Affirmatively further fair housing
c. Reduce Vehicle Miles Traveled (VMT)
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, the Regional Early Action Planning Grants 2.0 Program envisions a comprehensive approach to address transportation challenges, enhance transit infrastructure, and support local agencies in their efforts to create efficient, safe, and environmentally friendly transit options;
WHEREAS, VCTC entered into a Memorandum of Understanding ( SCAG MOU) with the Southern California Association of Governments (SCAG) to implement projects pursuant to the 4
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Approved Grant Application and Amendment(s) to Grant Application, under the terms, covenants, and conditions of the SCAG MOU.
WHEREAS, the purpose of the SCAG MOU is to authorize local agencies to enter into agreements with other local agencies to support the development, implementation, and funding of transit partnership projects that align with the goals and priorities of the Regional Early Action Planning Grants 2.0 Program and comply with California Assembly Bill 140;
IN CONSIDERATION of the mutual duties set forth in the Regional Early Action Planning Grants
2.0 Grant Program Guidelines including SCAG’s requirements, the parties agree that the purpose and intent of this Agreement are set forth the mutual responsibilities involving VCTC and CITY as outlined:
NOW THEREFORE THE PARTIES DO AGREE AS FOLLOWS:
I. FUNDING/PROGRAM MANAGEMENT
1. ALLOCATION OF FUNDING : VCTC hereby agrees to provide up to $ 150,000 in Regional Early Action Planning Grants 2.0 Program funds to CITY toward bus stop improvements described in Section 2 below. CITY agrees to comply with all Regional Early Action Planning Grants 2.0 Program requirements, as such may be amended from time to time, as a recipient of such funds.
2. S COPE OF SERVICES/PROJECT : CITY shall purchase and install materials, amenities and any necessary hardscape improvements (“Bus Stop Amenities” or “Project”) required to accommodate the amenity installations and maintain accessibility of pathways and landings. CITY shall utilize professional services to assist in implementation of the Project.
3. DURATION OF MOU AND AUTHORIZATION TO PROCEED:
The terms of this MOU shall commence on the Effective Date and shall terminate on June 30, 2026.
4. N OTICES: All notices to VCTC under this MOU shall be in writing and sent to:
Martin R. Erickson, Executive Director
Ventura County Transportation Commission
751 Daily Drive, Suite 420
Camarillo, CA 93010
All notices to CITY under this MOU shall be in writing and sent to:
Ben Gonzales
City of Simi Valley
Deputy Public Works Director (Transit)
490 W. Los Angeles Avenue
Simi Valley, CA 93065-1644
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Notices may also be sent in writing via email to recipients designated by the respective VCTC Executive Director and CITY Deputy Public Works Director
5. METHOD OF PAYMENT:
a. VCTC shall provide reimbursement payment to CITY upon CITY’s submittal of an invoice toward the cost of purchasing and installing Bus Stop Amenities. Payment shall be made to CITY as promptly as fiscal procedures will permit, generally within thirty (30) days of receipt of a properly submitted invoice.
b. The total amount payable by VCTC to CITY pursuant to this MOU shall not exceed $150,000 (“Total Amount”). CITY agrees and understands that the Total Amount of obligated funds must be used and expended by June 30, 2026. Funds remaining unexpended beyond this date will revert back to SCAG. CITY understands that all reimbursement and expenditures are subject to the availability of Regional Early Action Planning Grants 2.0 Program funding and compliance with all program requirements.
6. QUARTERLY REPORTING: CITY shall submit written quarterly progress reports to VCTC to provide to the SCAG District Partnership Liaison to determine if CITY is performing to expectations, is on schedule, is within funding cost limitations, to communicate interim findings, and to afford occasions for airing difficulties respecting special problems encountered so that remedies can be developed.
7. AMENDMENTS TO THE MOU: The provisions of this MOU may be amended by execution of a written amendment by both VCTC and CITY.
8. SCAG MOU REQUIREMENTS. The Project contemplated in this Agreement will be funded in whole or in part by the Southern California Association of Government's (SCAG) Regional Early Action Program (REAP) 2.0 funds. Consequently, CITY ’s performance under this Agreement must comply with the applicable provisions of the SCAG MOU entered into between VCTC and SCAG, attached hereto as Exhibit “A” and incorporated herein as though fully set out herein. The following provisions from the SCAG MOU are specifically incorporated herein and the CITY agrees that it is bound by such provisions:
a. Section 3.c. (Scope of Work and Sub-Recipient’s Responsibilities – nexus to REAP 2.0);
b. Section 3.e. – 3.g. (Scope of Work and Sub-Recipient’s Responsibilities – procurements);
c. Section 3.k. (Scope of Work and Sub-Recipient’s Responsibilities – penalty of perjury);
d. Section 5.e. (Funding – repayment of ineligible costs); e. Section 6 (Invoices);
f. Section 7 (Reporting);
g. Section 8 (Accounting);
h. Section 9 (Allowable Uses of Grant Funds);
i. Section 10 (Work Products);
j. Section 13 (Insurance), except as modified herein;
k. Section 14 (Indemnification);
l. Section 18 (Records Retention);
m. Section 19 (Monitoring and Audits);
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n. Section 21 (Compliance with Laws, Rules, and Regulations); o. Section 22 (Public Works and Construction);
p. Section 23 (Conflict of Interest);
q. Section 24 (Independent Contractor);
r. Section 25 (Assignment); and
s. Section 26 (Release of Information).
The above-listed provisions shall survive expiration or termination of the SCAG MOU and this Agreement. CITY shall include a requirement in all agreements that CITY enters into with consultants or others to perform work under this Agreement that such agreements are also subject to the SCAG MOU and the above-listed provisions.
9. RECORDS, AUDIT, AND REVIEW:
a. Funds shall only be used in accordance with the Regional Early Action Planning Grants 2.0 Program Requirements. Agencies receiving Regional Early Action Planning Grants 2.0 Program Funds must adhere to the Program Requirements established by the SCAG, including the use of standard governmental accounting practices, and agree to Program and financial audits as deemed appropriate by SCAG or other State control agencies at no charge to VCTC . Agencies that are found to be in noncompliance may be subject to, among other things depending on the violation: audit, suspension, or permanent disqualification from future participation in the Regional Early Action Planning Grants 2.0 Program.
b. CITY agrees to comply with Title 2, Code of Federal Regulations (CFR), Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards.
c. SCAG may conduct any necessary audit, quality check verification, or discovery during project implementation and post -project completion. For this reason, all documentation pertaining to this program, including contracts with A gencies, program-related records such as files, invoices, and other related documentation shall be retained and made available to SCAG upon request for the duration of the program and for three (3) years from the date of final Agency funding liquidation.
To the extent that SCAG identifies any inappropriate expenditures by CITY and SCAG requests repayment, CITY shall refund such funds to VCTC for transmission back to SCAG.
II. MISCELLANEOUS PROVISIONS
1. INSURANCE:
A. LIABILITY INSURANCE
Before distribution of any funds pursuant to this Agreement, CITY, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the Services and/or operation by CITY, its agents, representatives, employees, subcontractors, and volunteers, for operation of vehicles or equipment under this Agreement . Consistent 7
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with the following provisions, CITY shall provide proof satisfactory to VCTC of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects, and that such insurance is in effect prior to operating any vehicle or equipment purchased pursuant to this Agreement and prior to receiving any funds pursuant to this Agreement. CITY shall not allow any contractor to commence work on any contract funded through this A greement until CITY has obtained all insurance required herein for the subcontractor(s). CITY shall maintain all required insurance listed herein for the duration of this Agreement.
i. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
ii. Automobile Liability: Insurance Services Office Form Number CA 0001 covering vehicles (Code 1) with limit no less than $2,000,000 per accident for bodily injury and property damage. This shall be noted by the equipment inventory/management certification which must be filed with VCTC.
iii. WORKERS’ COMPENSATION INSURANCE: CONTRACTOR will provide Workers’ Compensation insurance for employees and volunteers as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.
B. ALL POLICIES REQUIREMENTS
Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII.
Verification of coverage. Prior to beginning operations of any vehicles or equipment purchased under this Agreement and prior to any disbursement of funds pursuant to this Agreement, CITY shall furnish VCTC with complete copies of all policies delivered to CITY by the insurer, including complete copies of all endorsements attached to those policies. All copies of policies and endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If VCTC does not receive the required insurance documents prior to CITY beginning equipment or vehicle operation, this shall not waive CITY’s obligation to provide them. VCTC reserves the right to require complete copies of all required insurance policies at any time.
Notice of Reduction in or Cancellation of Coverage. An endorsement shall be attached to all insurance obtained pursuant to this Agreement stating that coverage shall not be suspended, voided, canceled by either party, or reduced in coverage or in limits, except after thirty (30) days' prior written notice by mail, return receipt requested, has been given to VCTC. In the event that any coverage required by this section is reduced, limited, cancelled, or materially affected in any other manner, CITY shall 8
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provide written notice to VCTC at CITY’s earliest possible opportunity and in no case later than ten (10) working days after CITY is notified of the change in coverage.
Any failure of CITY to comply with reporting provisions of the policies shall not affect coverage provided to VCTC and its officers, employees, agents, and volunteers.
Occurrence or accident basis. The insurance coverage required by this Section shall cover on an occurrence or an accident basis, and not on a claims-made basis.
Additional insured; primary insurance. VCTC and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of CITY, including VCTC’s general supervision of CITY; products and completed operations of CITY, as applicable; premises owned, occupied, or used by CITY ; and automobiles and equipment owned, leased, or used by the CITY in the course of providing services pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded to VCTC or its officers, employees, agents, or volunteers.
General liability coverage can be provided in the form of an endorsement to CITY ’s insurance (at least as broad as ISO Form CG 20 10, 11 85 or both CG 20 10 and CG 23 37 forms if later revisions used).
An endorsement must be attached to all policies stating that coverage is primary insurance with respect to VCTC and its officers, officials, employees and volunteers, and that no insurance or self -insurance maintained by VCTC shall be called upon to contribute to a loss under the coverage.
Deductibles and Self -Insured Retentions. CITY shall disclose to and obtain the approval of VCTC for the self-insured retentions and deductibles before beginning any of the activities contemplated by any term of this Agreement. Further, if CITY’s insurance policy includes a self -insured retention that must be paid by a named insured as a precondition of the insurer’s liability, or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers do not serve to satisfy the self -insured retention, such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this Agreement so as to not prevent any of the parties to this Agreement from satisfying or paying the self -insured retention required to be paid as a precondition to the insurer’s liability. Additionally, the certificates of insurance must note whether the policy does or does not include any self -insured retention and also must disclose the deductible.
During the period covered by this Agreement, only upon the prior express written authorization of Agreement Administrator, CITY may increase such deductibles or self- insured retentions with respect to VCTC, its officers, employees, agents, and volunteers. The Agreement Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that CITY procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them.
Subcontractors. CITY shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 9
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Wasting Policy. No insurance policy required by Section II, subsection (1) shall include a “wasting” policy limit.
Variation. VCTC may approve a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available, or that VCTC’s interests are otherwise fully protected.
Remedies. In addition to any other remedies VCTC may have if CITY fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, VCTC may, at its sole option exercise any of the following remedies, which are alternatives to other remedies VCTC may have and are not the exclusive remedy for CITY’s breach:
Obtain such insurance and charge CITY the cost of such premiums; and/or terminate this Agreement.
Waiver of Subrogation. CITY hereby grants to VCTC a waiver of any right to subrogation which any insurer of CITY may acquire against VCTC by virtue of the payment of any loss under such insurance. CITY agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not VCTC has received a waiver of subrogation endorsement from the insurer.
2. INDEMNIFICATION:
To the fullest extent permitted by law, CITY shall fully defend, indemnify and hold harmless VCTC, its 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 Project or this Agreement. Such obligations shall not, however, extend to any claims, losses, liabilities, damages, expenses, suits or actions that arise from VCTC’s willful misconduct.
3. ATTORNEY’S FEES: If a party to this Agreement brings any action, including arbitration or an action for declaratory relief, to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose.
4. SEVERABILITY: If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement.
5. GOVERNING LAW/VENUE: The validity, enforceability and interpretation of any of the clauses of this MOU shall be determined and governed by the laws of the State of California with venue in the court of competent jurisdiction in Ventura County. 10
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6. AGREEMENT: T he parties agree that this Agreement constitutes the entire agreement which is made and concluded in duplicate between the two parties. Both of these parties for and in consideration of the payments to be made, conditions mentioned, and work to be performed; each agree to diligently perform in accordance with the terms and conditions of this MOU as evidenced by the signatures below.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
CITY OF SIMI VALLEY VENTURA COUNTY TRANSPORTATION
COMMISSION
________________________ __________________
Dee Dee Cavanaugh Martin R. Erickson Mayor of the City of Simi Valley, California Executive Director
ATTEST:
___________________ __________________
Lucy Blanco, City Clerk Lindsay D’Andrea
Lead Counsel
APPROVED AS TO FORM:
__________________
Algeria R. Ford
City Attorney
APPROVED AS TO CONTENT:
___________________
Samantha C. Argabrite
City Manager
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EXHIBIT A
“SCAG MOU”
12 MEMORANDUM OF UNDERSTANDING
No. M-010-24
SCAG Overall Work Program (OWP) No: 305-4926.01
Federal/State Awarding Agency: State of California, Department of Housing and Community Development
Sub-Recipient Name: Ventura County Transportation Commission Sub-Recipient’s UEI No: JEVVZV6ALEN5
Total Amount of Federal Funds Obligated to Sub-Recipient: $0 Total Amount of Non-Federal Funds Obligated to Sub-Recipient: $3,777,000 Total Amount of the Sub-Award: $3,777,000
Subaward Period of Performance Start Date: April 12, 2023 Subaward Period of Performance End Date: November 30, 2023
Type of Contract: Project Specific
Method of Payment: See Section 6 of this MOU
Project R&D: N/A
Indirect Cost Rate for the Award: 85.91%*
Fringe Benefits Cost Rate for the Award: Varies by Employee* *The Sub-Recipient’s cognizant agency, the Federal Transit Administration , approved the use of fiscal year (FY) 2024 rates (07/01/2023~06/30/2024) as indicated above. If the rates are later found to have included costs that are unallowable, Sub-Recipient will provide a refund for the unallowable indirect cost and fringe benefits amounts . Sub-Recipient must provide support for the cognizant agency approval of future FY rates.
Subaward Project Title: Ventura County Transportation Commission REAP 2.0 CTC Partnership Program Grant
Subaward Project Description: Ventura County Transportation Commission will utilize REAP 2.0 funding to fund county-specific pilots and projects to meet the REAP 2.0 Goals and Objectives within the SCAG region.
DocuSign Envelope ID: 12459E1A-3BF7-4055-80FE-6FA679629E9A 13 MOU No. : M-010-24
SCAG Project/OWP No. : 305-4926.01
MEMORANDUM OF UNDERSTANDING
No. M-010-24
BETWEEN THE
SOUTHERN CALIFORNIA ASSOCIATION OF GOVERNMENTS
AND VENTURA COUNTY TRANSPORTATION COMMISSION
FOR REAP 2.0 CTC PARTNERSHIP PROGRAM GRANT
(SCAG Project/OWP No. 305-4926.01)
This Memorandum of Understanding (“MOU”) is entered into by and between the Southern California Association of Governments (“ SCAG”) and Ventura County Transportation Commission (“Sub- Recipient”), for a CTC Partnership Program Grant. SCAG and Sub-Recipient may be individually referred to as “Party” and collectively as “Parties.”
RECITALS
WHEREAS, the Regional Early Action Planning Grants Program of 2021 (“REAP 2.0”) was established with a principal goal to make funding available to Metropolitan Planning Organizations (“MPO”) and other regional entities for 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”) administer s REAP 2.0 in accordance with Health and Safety Code section s 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 of Imperial, Los Angeles, Orange, San Bernardino, Riverside, and Ventura;
WHEREAS, HCD awarded a total of $246,024,084 to SCAG under REAP 2.0;
WHEREAS, on November 3, 2022, SCAG approved the Program Guidelines ("Program Guidelines") for the REAP 2.0 County Transportation Commission Partnership Program ("Program") which authorized up to $80,000,000 to fund county-specific projects;
WHEREAS, on April 12, 2023, SCAG released a Call for Applications for the Program;
WHEREAS, Sub-Recipient, a County Transportation Commission (“ CTC”) eligible for funds under the Program, developed and submitted proposed projects for the Program and the following proposed projects (collectively the “Projects”) w ere reviewed by SCAG , determined to be consistent with the REAP 2.0 Guidelines and Program Guidelines, and thereafter approved by SCAG on July 6, 2023:
1. Countywide Transit Stops and Stations Needs Assessment and Infrastructure Improvements DocuSign Envelope ID: 12459E1A-3BF7-4055-80FE-6FA679629E9A 14 MOU No. : M-010-24
SCAG Project/OWP No. : 305-4926.01
2. Santa Paula Branch Line Trail Master Plan and Environmental Impact Report Update
3. Countywide Paratransit Integration Analysis
4. Community Traffic Calming and Pedestrian and Bicycle Safety Program
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 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 responsible for implementing the Projects in accordance with the “Scopes of Work” attached as:
Exhibit A-1 - Countywide Transit Stops and Stations Needs Assessment and Infrastructure Improvements (VC01)
Exhibit A-2 - Santa Paula Branch Line Trail Master Plan and Environmental Impact Report Update (VC02)
Exhibit A-3 - Countywide Paratransit Integration Analysis (VC03) Exhibit A-4 - Community Traffic Calming and Pedestrian and Bicycle Safety Program (VC04)
b. Interim deliverables and tasks, including their sub-allocated budgets and schedules, r equired to implement the Scopes of Work shall be documented using the Scope of Work Approval Form, attached as Exhibit B (“SOW Approval Form”). The SOW Approval Form must be signed by Sub- Recipient’s Project Manager and SCAG ’s Deputy Director or their de signee prior to the performance of the work outlined in the SOW Approval Form. The SOW Approval Form may be signed by way of a manual or authorized digital signature, or a signature stamp. The SOW Approval Form 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 may be amended subject to approval by SCAG. No amendment to the SOW Approval Form shall be valid unless made in writing and signed by the Parties. If there is a conflict between the SOW Approval Form 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, as described in Section 9 of this MOU , and must carry out the Project s to meet the REAP 2.0 Goals and Objectives. Any lack of action or action inconsistent with REAP 2.0 Goals DocuSign Envelope ID: 12459E1A-3BF7-4055-80FE-6FA679629E9A 15 MOU No. : M-010-24
SCAG Project/OWP No. : 305-4926.01
and Objectives may result in review and could be subject to modification of funding, termination of this MOU, and repayment of the Grant Funds.
d. In compliance with Section 3.e., Sub-Recipient shall procure and manage one or more consultants to ensure the Scopes of Work, as outlined in the most current fully executed SOW Approval Form, 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.
f. The term “Consultant (s)” shall hereinafter refer to all entities that Sub -Recipient procures, manages, or otherwise enters into contracts or agreements with, in furtherance of the Project s 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 a copy of the RFP to the SCAG Project Manager. 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 determined by SCAG, with applicable procurement requirements and terms and conditions of this MOU within ten (10) days of the request.
i. Sub-Recipient shall be responsible for reviewing and paying Consultant(s)’ invoices prior to submitting invoices for repayment.
j. Sub-Recipient shall be accountable to SCAG and HCD to ensure Consultant(s)’ performance. Sub- Recipient’s Project Manager shall be responsible for final approval of Consultant(s)’ deliverables consistent with the Scopes of Work, as outlined in the most current fully executed SOW Approval Form; provided, however, that prior to approving a deliverable from the Consultant (s), Sub- Recipient’s Project Manager shall provide a copy of the deliverable to SCAG’s Project Manager.
k. Any and all notices, reports, or other communication s 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.
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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:
Erin Barry
Senior Regional Planner
(213) 630-1537
[email protected]
SCAG reserves the right to change this designation upon written notice to Sub-Recipient.
c. For purposes of this MOU, Sub- Recipient designates the following indivi dual(s) as its Project Manager:
Amanda Fagan
Director of Planning and Sustainability
(805) 642-1591 x103
[email protected]
Sub-Recipient reserves the right to change this designation upon written notice to SCAG.
5. Funding
a. SCAG’s contribution to the Projects is funded wholly with REAP 2.0 funds, in an amount not to exceed $3,777,000 (“Grant Funds”). The individual Projects shall be funded as follows (“Project Funds”):
Countywide Transit Stops and Stations Needs Assessment and Infrastructure Improvements – $1,500,000
Santa Paula Branch Line Trail Master Plan and Environmental Impact Report Update – $1,677,000 Countywide Paratransit Integration Analysis – $300,000
Community Traffic Calming and Pedestrian and Bicycle Safety Program – $300,000
b. SCAG shall not be obligated to make payments for any Project 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 Project costs which exceeds the Project’s budget included in this MOU and the most current fully executed SOW Approval Form, 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 within the Period of Performance as part of the Scope s of Work, as outlined in the most current fully executed SOW DocuSign Envelope ID: 12459E1A-3BF7-4055-80FE-6FA679629E9A 17 MOU No. : M-010-24
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Approval Form, and consistent with REAP 2.0 Goals and O bjectives, REAP 2.0 Guidelines, and Program Guidelines. For purposes of this MOU the Period of Performance shall be from April 12, 2023 until the Completion Date.
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 determined by a subsequent audit or other review by either SCAG, HCD, other State authorities or federal cognizant agency to be ineligible or otherwise unallowable, are to be repaid by Sub- Recipient within thirty (30) calendar days of Sub- Recipient receiving notice or a written demand for reimbursement from SCAG. Such repayment may include interest, penalties or related fees, as determined by HCD or other State authorities. Should Sub-Recipient fail to reimburse unallowable costs due to SCAG within thirty (30) calendar days of demand, or within such other period as may be agreed between both parties hereto, SCAG is authorized to withhold and/or off -set future payments to Sub-Recipient.
6. Invoices
a. This MOU is a Cost Reimbursement agreement. Amounts claimed must reflect the actual incurred and paid cost of completed work. The actual incurred and paid costs may not exceed the Project’s budget set forth in the most current fully executed SOW Approval Form. All invoices submitted to SCAG for payment shall be e -mailed to [email protected] (file cannot exceed 10MB). All invoices submitted to SCAG for the Projects shall reference the OWP Project Number (OWP No. 305-4926.01). A separate invoice must be submitted for each individual Project.
b. By the twenty-first following the start of a new 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 shall also include, in narrative form, a progress report section with a description of services performed by Sub-Recipient’s staff and Consultant(s) as well as progress toward completion of tasks related to the Project for the invoiced period, a reporting of all costs incurred for that period, and progress achieved toward the REAP 2.0 Goals and Objectives. SCAG shall review the Invoice Report for compliance with this MOU. I f SCAG determines that the Invoice Report is compliant with this MOU, SCAG shall approve the Invoice Report and issue payment to the Sub-Recipient.
c. Incomplete or inaccurate invoices may be returned to Sub- Recipient for correction without payment until corrected and approved. SCAG may, at its discretion , disallow any unsupported costs and process the invoice. If Sub-Recipient corrects the error, the disallowed items can be included in the next set of invoices.
d. Travel expenses and per diem rates are not to exceed the rate specified by the State of California Department of Human Resources for similar employees (i.e. non- represented employees) unless written verification is supplied that government hotel rates were not then commercially available to Sub- Recipient, and its Consultant(s) at the time and location required as specified in the California Department of Transportation’ s Travel Guide Exception Process, which can be found DocuSign Envelope ID: 12459E1A-3BF7-4055-80FE-6FA679629E9A 18 MOU No. : M-010-24
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at the following link: http://www.dot.ca.gov/hq/asc/travel/ap_b/bu1.htm . Also see the link for a summary of travel reimbursement rules.
e. The Parties acknowledge that SCAG’s fiscal year is from July 1 to June 30. Sub-Recipient agrees to submit all invoices to SCAG for eligible expenses incurred through June 30th, no later than July 21st during the Term of this MOU. SCAG shall not be obligated to pay Sub-Recipient for any invoice received after such date.
f. Sub-Recipient shall submit its final invoice to SCAG within thirty (30) days of the completion of each individual Project, but no later than December 31, 2025, 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.
7. Reporting
a. At any time during the term of this MOU, SCAG may request additional information, as needed, to demonstrate satisfaction of all requirements identified in the MOU.
b. By February 10 of each year following receipt of funding pursuant to this MOU, Sub- Recipient shall submit an Annual Report using the “Sub-Recipient Report Template,” attached as Exhibit D (“Report Template”). Sub-Recipient shall submit a separate Annual Report for each Project. The Annual Report shall include, in narrative form, a description of services performed by Sub- Recipient’s staff and Consultant (s) as well as progress toward completion of tasks related to the Project for the prior year , a reporting of all costs incurred for that period, and progress achieved toward the REAP 2.0 Goals and Objectives.
c. When a Project is finalized, and no later than December 31, 2025, Sub- Recipient shall submit a Close-Out Report for the Project. At the time of the execution of this MOU, HCD has not provided the requirements for the Close -Out Report due to HCD by all grantees at the conclusion of the grant performance period. Therefore, the Close -Out Report format required by SCAG of Sub- Recipient is not available at this time, but will be provided when it becomes available.
d. All reports submitted to SCAG shall reference the OWP Project Number (OWP No. 305-4926.01).
8. Accounting
a. Sub-Recipient shall establish and maintain an accounting system and reports that proper ly accumulate incurred P roject 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.
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b. Sub-Recipient shall establish a separate ledger account for receipts and expenditures of Project Funds and Grant Funds and maintain expenditure details in accordance with the Scopes of Work, as outlined in the most current fully executed SOW Approval Form, for each Project.
c. Sub-Recipient shall maintain documentation of its completed procurements (including the use of sole source purchasing), and financial records of expenditures incurred during the course of the Projects in accordance with GAAP.
9. Allowable Uses of Grant Funds
a. SCAG shall not award or disburse funds unless it determines that the Project Funds and Grant Funds shall be expended in compliance with the REAP 2.0 Goals and Objectives.
i. REAP 2.0 Goals (“Goals”) are to invest in housing, planning, and infill housing-supportive infrastructure across the entire state in a manner that reduces Vehicle Miles Traveled (“VMT”), increases housing affordability, and advances equity. More detailed information on the Goals can be found in Section 201 of the REAP 2.0 Notice of Funding Availability (“NOFA”) and Final Guidelines for MPO Applicants and are made a part of the provisions of this MOU as if set forth in full.
ii. REAP 2.0 Objectives (“Objectives”) include: (1) accelerating infill development that facilitates housing supply, choice, and 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 Scope s of Work, as outlined in the most current fully executed SOW Approval Form.
c. Project Funds and Grant Funds may not be used for administrative costs of persons employed by Sub-Recipient for activities not directly related to eligible activities.
d. Sub-Recipient shall use no more than five percent (5%) of the Project Funds for administrative costs related to a Project, or a maximum of One Hundred Eighty-Eight Thousand Eight Hundred Fifty Dollars ($188,850), whichever is lower. For purposes of this MOU, administrative costs are the costs incurred in direct support of grant administration that are not included in the organization’s indirect cost pool . Additional funds may be used from other sources solely contributed by Sub-Recipient to support Sub-Recipient’s administration of the Projects.
i. Sub-Recipient must clearly indicate if funds will be used towards administrative costs on or before the Effective Date of this MOU.
ii. If Sub-Recipient is seeking reimbursement for indirect costs and/or fringe benefits costs, they must annually submit an Indirect Cost Allocation Plan (“ICAP”) or an Indirect Cost Rate Proposal (“ICRP”) to its cognizant agency for indirect costs and/or fringe benefits costs in accordance with Title 2 Code of Federal Regulations Part 200 (2 CFR 200) Uniform Administrative Requirements, Cost Principles, And Audit Requirements For Federal Awards.
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The cognizant agency for indirect costs and/or fringe benefits costs means the federal agency responsible for reviewing, negotiating, and approving ICAPs or ICRPs. Sub-Recipient must provide their approved indirect cost rate and/or fringe benefit rate and provide a copy to SCAG Project Manager of the approved negotiated indirect cost rate agreement ( “NICRA”) for the current fiscal year and subsequent years throughout the performance period. Indirect costs and/or fringe benefits costs may be sought for reimbursement only if Sub -Recipient has an approved NICRA from its cognizant agency on or before the Effective Date of this MOU.
iii. If Sub -Recipient is seeking reimbursement for fringe benefits costs with absence of the approved NICRA and proposes to use a rate to allocate the fringe benefits costs on the basis of entity-wide salaries and wages of the employees receiving the benefits , they must annually prepare the fringe benefits cost allocation plan in accordance with Title 2 Code of Federal Regulations Part 200 (2 CFR 200) Uniform Administrative Requirements, Cost Principles, And Audit Requirements For Federal Awards and provide a letter from the Sub-Recipient’s independent auditor confirming the compliance for the current fiscal year and subsequent years throughout the performance period.
iv. If Sub-Recipient elects a de minimis indirect cost rate of 10%, they must annually complete a certification form provided by SCAG Project Manager to confirm the eli gibility and compliance with Title 2 Code of Federal Regulations Part 200 (2 CFR 200) Uniform Administrative Requirements, Cost Principles, And Audit Requirements For Federal Awards and submit the signed f orm to SCAG Project Manager f or the current fiscal year and subsequent years throughout the performance period. The de minimis rate of 10% is to be applied to modified total direct costs (MTDC) as defined by 2 CFR Part 200.1.
e. There must be a strong implementation component for the funded activity through REAP 2.0, including, where appropriate, agreement by Sub-R ecipient to submit the completed planning document to the applicable board, council, or other entity for adoption. If Sub-Recipient does not formally request adoption of the funded activity, it may be subject to repayment of the Grant Funds.
10. Work Products
a. For purposes of this MOU, “Work Products” shall mean all deliverables created or produced under this MOU including, but not limited to, all deliverables conceived or made either solely or jointly with others during the term of this MOU and during a period of six months after the termination thereof, which relates to the Project s. Work Products shall not include real property or capital improvements. Work Products includes all deliverables, inventions, innovations, improvements, or other works of authorship Sub- Recipient or Consultant (s) may conceive of or develop in the course of this MOU, whether or not they are eligible for patent, copyright, trademark, trade secret or other legal protection.
b. Sub-Recipient shall submit one (1) electronic copy of all Work Products associated with the Projects to the assigned SCAG Project Manager.
c. SCAG shall own all Work Products. SCAG grants to Sub-Recipient a perpetual royalty-free, non- assignable, non-exclusive and irrevocable license to reproduce, publish or otherwise use Work Products related to the Project s and developed as part of this MOU; provided, however, that any DocuSign Envelope ID: 12459E1A-3BF7-4055-80FE-6FA679629E9A 21 MOU No. : M-010-24
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reproduction, publishing, or reuse of the Work Products will be at Sub- Recipient’s sole risk and without liability or legal exposure to SCAG.
d. Subject to any provisions of law, in cluding but not limited to the California Public Records Act, all deliverables and related materials related to the Project s shall be held confidential by Sub- Recipient. Nothing furnished to SCAG which is otherwise known or is generally known, or has become known, to the related industry shall be deemed confidential. Sub-Recipient shall safeguard such confidential materials from unauthorized disclosure, using the same standard of care to avoid disclosure as Sub-Recipient treats its confidential information, but in no case less than reasonable care.
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:
To SCAG: Cindy Giraldo
Chief Financial Officer
Southern California Association of Governments
900 Wilshire Blvd., Suite 1700
Los Angeles, CA 90017
(213) 630-1413
[email protected]
SCAG reserves the right to change this designation upon written notice to Sub-Recipient.
To Sub-Recipient: Martin Erickson
Executive Director
Ventura County Transportation Commission
751 E. Daily Dr. Suite 420
Camarillo, CA 93010
(805) 642-1591 x123
[email protected]
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.
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Insurance Type Requirements Limits
General Liability Commercial General
Liability insurance with
coverage at least as broad as
Insurance Services Office
form CG 00 01.
Not less than $5,000,000 per occurrence,
$10,000,000 general aggregate, for bodily injury,
personal injury, and property damage. The policy
must include contractual liability that has not
been amended. Any endorsement restricting
standard ISO “insured contract” language will
not be accepted.
Automobile
Liability
Automobile insurance at
least as broad as Insurance
Services Office form CA 00
01. Covering bodily injury and property damage for
all activities of the Sub -Recipient arising out of
or in connection with work to be performed under
this MOU, including coverage for any owned,
hired, non-owned, or rented vehicles
, in an
amount not less than $1,000,000 combined single
limit for each accident.
Workers’
Compensation/
Employer’s Liability
Workers’ Compensation
insurance as required by the
State of California and
Employer’s Liability
Insurance. Not required for
sole proprietors or Sub-
Recipients
with no
employees.
Including Occupational Diseases in accordance
with California Law and Employers’ Liability
Insurance with a limit of not less than $1,000,000
each accident.
Professional
Liability Insurance
Professional Liability (Errors
and Omissions) insurance
appropriate to the Sub -
Recipient’s profession.
With limits of not less than $ 3,000,000 per
occurrence. In addition, it shall be required that the professional liability insurance policy remain in
effect for three (3) years after the Completion Date
of this MOU.
Builders Risk Upon commencement of
construction and with
approval of SCAG, Sub-
R
ecipient shall obtain and
maintain builder’s risk
(course of construction) for
the entire duration of the
Project. Not required for
Projects without
construction.
Sub-Recipient shall purchase and maintain
property insurance written on a builder’s risk
“Special Form Cause of Loss” or equivalent
policy form in an amount not to exceed amount
of the Contract, plus the cost of materials
supplied or installed by others on a full
replacement cost basis. The Builder’s Risk policy
shall include a soft cost endorsement that covers
soft costs equal to twenty percent (20%) of the
Contract’s full value. Soft costs are defined as
certain expenses, in addition to labor and
materials, required to complete the Project that
has been delayed due to unexpected physical
damage and include, but are not limited to, the
following: legal/accounting fees, design or other
professional fees, financing costs, taxes, general
administration, lease expenses, permit fees and
insurance premiums. This insurance shall include
the interests of the Additional Insureds as named
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below, Sub-Recipient and the subcontractors of
every tier on the Project as insureds. The
insurance shall cover without limitation, loss or
damage to the Work arising from the perils
covered under “Special Form Cause of Loss”
form coverage including, without duplication of
coverage for theft, fire, lightning, explosion, or
hail, smoke, aircraft or vehicles, riot or civil
commotion, vandalism, malicious mischief,
collapse, earthquake, flood, windstorm, false -
work, testing and delay of startup, temporary
buildings, property in transit and while stored at
a temporary location, debris removal including
demolition occasioned by enforcement of any
applicable legal requirements, and shall cover
reasonable compensation for Sub- Recipient’s
services and expenses required as a result of such
loss. During the Project construction period, Sub-
Recipient
and its subcontractors shall mutually
waive all rights of recovery against each other
and against the Additional Insureds identified
below for damages caused by fire or other perils
covered by the Builders Risk “Special Form
Cause of Loss” insurance. All applicable policies
of insurance covering the Work or the property of
the Sub-Recipient
or subcontractor shall be
endorsed to provide a waiver of subrogation in
favor of the Additional Insureds identified below,
Sub-Recipient
and all subcontractors of every
tier. Further, Sub-Recipient hereby releases, and
shall cause its subcontractors to release, the
Indemnitees identified in section 14 from any and
all claims, losses and d amages caused by fire or
other perils covered by the Builders Risk “Special
Form Cause of Loss” insurance. There shall be no
deductible or self -
insured retention exceeding
$10,000.00 per loss, other than earthquake or
flood which may have deductible or sel f-insured
retentions not exceeding $50,000.00. The policy
may have sublimits not less than the following:
Earthquake $5,000,000.00 Flood $1,000,000.00
Pollution Liability Coverage shall provide for
liability arising out of
sudden, accidental, and
gradual pollution, and
remediation. Not required
The policy limit shall be no less than $1,000,000
per claim and in the aggregate. All activities
contemplated in this MOU shall be specifically
scheduled on the policy as “covered operations.”
The policy shall provide coverage for
remediation of the site in the event of an
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for Projects without
construction.
environmental contamination event arising out of
the materials, supplies, products, work,
operations, or workmanship.
Products/Completed
Operations
Coverage
Coverage shall extend a
minimum of three (3) years
after project completion. Not
required for Projects without
construction.
Coverage shall be included on behalf of the
insured for covered claims arising out of the
actions of independent contractors. If the insured
is using subcontractors, the Policy must include
work performed “by or on behalf” of the insured.
Policy shall cont
ain no language that would
invalidate or remove the insurer’s duty to defend
or indemnify for claims or suits expressly
excluded from coverage. Policy shall specifically
provide for a duty to defend on the part of the
insurer. SCAG, its officials, officers, agents, and
employees, shall be included as additional
insureds under the Products and Completed
Operations coverage.
b. Higher Limits: no representation is made that the minimum insurance requirements of this agreement are sufficient to cover the indemnity or other obligations of the sub-recipient under this agreement.
c. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:
i. SCAG, its officials, employees, and volunteers are to be covered as additional insureds, as respects to liability arising out of the activities performed by or on behalf of Sub- Recipient; products and completed operations of Sub-Recipient; premises owned, 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.
ii. For any claims related to this Project, Sub -Recipient’s insurance coverage shall be primary insurance as respects SCAG, its officials and employees. Any insurance or self -insurance maintained by SCAG shall be excess of Sub-Recipient’s insurance and shall not contribute with it.
iii. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to SCAG, its officials and employees.
iv. Sub-Recipient’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.
d. The Workers’ Compensation and Employer’s Liability policies shall include a waiver of subrogation endorsement in favor of SCAG, its, officials, employees, and volunteers.
e. Any deductibles or self-insured retentions in amounts over $10,000 must be declared to and approved DocuSign Envelope ID: 12459E1A-3BF7-4055-80FE-6FA679629E9A 25 MOU No. : M-010-24
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by SCAG.
f. Insurance is to be placed with California admitted insurers with a current A.M. Best’s rating of no less than A and be admitted, unless otherwise approved by SCAG.
g. Sub-Recipient shall furnish SCAG with original endorsements and certificates of insurance evidencing coverage required by this clause. All documents are to be signed by a person authorized by that insurer to bind coverage on its behalf. All documents are to be received and approved by SCAG before work commences. Upon request of SCAG at any time, Sub-Recipient shall provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications.
h. Sub-Recipient agrees to ensure that its Consultant(s) provide the same minimum insurance coverage and endorsements required of Sub-recipient. Sub-Recipient agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this S ection. However, in the event Sub-R ecipient’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-R ecipient, but in all other terms consistent with the Sub-Recipient’s requirements under this MOU. This provision does not relieve Sub-Recipient of its contractual obligations under the MOU and/or limit its liability to the amount of insurance coverage provided by its Consultant(s) . This provision is intended solely to provide Sub-Recipient with the ability to utilize Consultant(s) who may be otherwise qualified to perform the work or services but may not carry the same insurance limits as required of Sub- Recipient under this MOU given the limited scope of work or services provided by the Consultant(s). Sub-Recipient agrees that upon request, all agreements with Consultant(s) will be submitted to SCAG for review.
14. Indemnification
Sub-Recipient shall fully defend, indemnify and hold harmless SCAG, its members, officers, employees, and agents from any and all claims, losses, liabilities, damages, expenses, suits or actions including attorneys’ fees, brought forth or arising under any theories or assertions of liability, occurring by or resulting from or otherwise related to the Projects or this MOU. Such obligations shall not, however, extend to any claims, losses, liabilities, damages, expenses, suits or actions that arise from SCAG’s willful misconduct.
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 rules 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 DocuSign Envelope ID: 12459E1A-3BF7-4055-80FE-6FA679629E9A 26 MOU No. : M-010-24
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grant any remedy or relief that would have been available to the Parties had the matter been heard in a court of law. Following arbitration, the arbitration panel shall prepare a written decision containing the essential findings and conclusions on which the award is based so as to ensure meaningful judicial review of the decision. All expenses and fees for the arbitrator and expenses for hearing facilities and other expenses of arbitration shall be borne equally by both Parties unless they agree otherwis e 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.
16. Noncompliance
In the event of nonperformance or noncompliance with any requirement of this MOU, including but not limited to project schedule or milestone timelines , as outlined in the most current fully executed SOW Approval Form, SCAG may:
a. Issue a written notice to stop work. If such notice is provided, Sub-Recipient and its Consultant(s) shall immediately cease all work under the MOU. SCAG has the sole discretion to determine that Sub-Recipient is in compliance with the terms and conditions after a stop work order, and to deliver a written notice to Sub-Recipient to resume work under this MOU.
b. Terminate this MOU pursuant to Section 17.
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 Form , 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 HCD 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 of HCD’s termination. In the event HCD reduces funding to SCAG, SCAG shall have the unilateral right to proportionally reduce funding to Sub-Recipient or terminate this MOU.
b. Termination for Convenience. Either Party may terminate this MOU at any time by giving written notice to the other party of such termination at least thirty (30) calendar days before the effective date of such termination. Should SCAG terminate the MOU for convenience, upon receipt of the notice of termination, Sub- Recipient shall immediately take action to avoid incur ring any additional obligation costs or expenses except as may be necessary to terminate its activities or the activities of its Consultant(s ). SCAG shall pay Sub- Recipient 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 and Sub-Recipient shall be paid for all services performed by Consultant(s) and accepted by Sub-Recipient through the effective date of termination.
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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 opportunity for the breaching Party to cure prior to termination. In no event shall such opportunity to cure extend beyond the term of the MOU. In the event that SCAG invokes this termination for cause provision, all finished or unfinished Work Products shall be provided to SCAG at its option.
18. Records Retention
a. Sub-Recipient and its Consultant (s) shall maintain all source documents, books and records connected with the Project s, all procurements related to the Project s, all work performed under this MOU, and evidence demonstrat ing the funding was used for the appropriate purposes for a minimum of five (5) years after December 31, 2026. Wherever practicable, such records should be collected, transmitted, and stored in open and machine-readable formats.
b. If any litigation, claim, negotiation, audit, monitoring, inspection, or other action has been started before the expiration of the required record retention period, all records shall be retained by Sub- Recipient and its Consultant (s) for five (5) years after : (a) the conclusion or resolution of the matter; (b) the date an audit resolution is achieved for each annual SCAG OWP; or (c) December 31, 2026, whichever is later.
19. Monitoring and Audits
a. SCAG may monitor expenditures and activities of Sub- Recipient and its Consultant(s) as SCAG deems necessary to ensure compliance with the MOU, the Statutes, the REAP 2.0 Guidelines and the Program Guidelines.
b. At any time during the term of this MOU, SCAG , HCD, the California Department of General Services, the California Bureau of State Audits, or their designated representatives may perform or cause to be performed a financial audit of any and all phases of the Project s. At their request, Sub-Recipient shall provide, at its own expense, a financial audit prepared by an independent certified public accountant.
c. Sub-Recipient agrees that SCAG, HCD, the California Department of General Services, the California Bureau of State Audits, or their designated representatives shall have the right to review, obtain, and copy all records and supporting documentation related to the performance of this MOU. Sub-Recipient agrees to provide any relevant information requested. Copies shall be made and furnished to SCAG upon request at no cost to SCAG.
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 DocuSign Envelope ID: 12459E1A-3BF7-4055-80FE-6FA679629E9A 28 MOU No. : M-010-24
SCAG Project/OWP No. : 305-4926.01
purpose of determining compliance with this MOU, the S tatutes, 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.
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, rules and regulations applicable to this MOU.
b. Non-Discrimination/Equal Employment Opportunity
i. During the performance of this MOU, Sub- Recipient assures that no person shall be denied the MOU’s benefits, be excluded from participation or employment, be denied Project benefits, or be subjected to discrimination based on race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, under the Projects or any program or activity funded by this MOU, as required by Title VI of the Civil Rights Act of 1964, the Fair Housing Act (42 U .S.C. §§ 3601-20) and all implementing regulations, the Americans with Disabilities Act (“ADA”) of 1990 (42 U.S.C. §§ 12101 et seq .) and all applicable regulations and guidelines issued pursuant to the ADA, and the Age Discrimination Act of 1975 and all implementing regulations. Sub-Recipient shall ensure that the evaluation and treatment of employees and applicants for employment are free of such discrimination.
ii. Sub-Recipient shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code § 12900 et seq.), the regulations promulgated thereunder (Cal. Code Regs. tit. 2, § 11000 et seq.), the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the DocuSign Envelope ID: 12459E1A-3BF7-4055-80FE-6FA679629E9A 29 MOU No. : M-010-24
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Government Code (Gov. Code §§ 11135- 11139.5), and the regulations or standards adopted by HCD to implement such article.
iii. Sub-Recipient shall permit access by representatives of the Department of Fair Employment and Housing, SCAG, and HCD upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours’ notice, to such of its books, records, accounts, and all other sources of information and its facilities as the Department of Fair Employment and Housing, SCAG, or HCD shall require to ascertain compliance with this Section.
iv. Sub-Recipient shall give written notice of its obligations under this S ection to labor organizations with which they have a collective bargaining or other agreement.
v. Sub-Recipient shall adopt and implement affirmative processes and procedures that provide information, outreach and promotion of opportunities in the Project s 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:
i. Sub-Recipient recognizes the importance of child and family support obligations and shall fully comply with all applicable state and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with Section 5200) of Part 5 of Division 9 of the Family Code; and
ii. Sub-Recipient, to the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the California Employment Development Department.
f. Priority Hiring Considerations . If this MOU includes services in excess of $200,000, the Sub- Recipient shall give priority consideration in filling vacancies in positions funded by the MOU to DocuSign Envelope ID: 12459E1A-3BF7-4055-80FE-6FA679629E9A 30 MOU No. : M-010-24
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qualified recipients of aid under Welfare and Institutions Code Section 11200 in accordance with Pub. Contract Code §10353.
g. Loss Leader. If this MOU involves the furnishing of equipment, materials, or supplies then the following statement is incorporated: It is unlawful for any person engaged in business within this state to sell or use any article or product as a “loss leader” as defined in Section 17030 of the Business and Professions Code. (PCC §10344(e).)
22. Public Works and Construction
Without limiting the generality of Section 21.a., Sub- Recipient agrees to ensure compliance with all applicable legal authority regarding construction standards and requirements, including but not limited to the following:
a. Labor Code Requirements
i. Sub-Recipient is hereby put on notice that the one or more of the Projects under the MOU may qualify as a public works project and Sub- Recipient will therefore be required to determine whether the Project falls under a classification that would require payment of prevailing wages.
Services constituting public works are described in California Labor Code Sections 1720-1861, as may be amended or recodified by legislative action from time-to-time.
ii. If a Project qualifies as a public works project, Sub-Recipient shall be the Awarding Body for the public works project and required to comply with all requirements applicable to the Awarding Body.
iii. If Sub-Recipient or its Consultant(s) will perform services that require payment of prevailing wages, they are required to register with the California Department of Industrial Relations (DIR) in order to be compliant with the law. Neither Sub-Recipient nor its Consultant(s) may work on a public works project without a current and active DIR registration.
iv. In the event that Sub-Recipient or its Consultant(s) engages in the performance of a public work under this MOU as defined by Labor Code Section 1770 et seq ., Sub -Recipient and its Consultant(s) shall be required to cause such employees who are entitled to prevailing wages, to be paid the required wage amounts pursuant to applicable state law. Sub -Recipient and its Consultant(s) shall ensure compliance with the State of California’s General Prevailing Wage Rate requirements in accordance with California 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.
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b. Sub-Recipient shall comply with all applicable federal, state, and local procurement requirements for public works and construction projects and shall advertise, open bids, award, and approve all construction contracts in accordance with the California Public Contract Code and the California Labor Code.
c. All construction contracts for the Projects shall be administered and managed by Sub- Recipient.
Sub-Recipient shall prepare or have prepared a detailed schedule of performance for the Projects, ensuring that all construction is completed within the timeline allowed by the MOU. Sub-Recipient shall be responsible for requiring the construction contractor to furnish any applicable labor and material bonds and payments and performance bonds naming the Sub- Recipient as obligee, and SCAG as additional obligee, or an insurance policy in lieu of such bonds.
d. Sub-Recipient agrees to procure any and all permits, licenses and approvals necessary to complete the Projects, including those necessary to perform design, construction, operation and maintenance, and to comply with all California Environmental Quality Act requirements applicable to the Projects. Sub- Recipient shall pay all charges and fees and give all notices necessary or incidental to the Projects.
e. Sub-Recipient shall prepare, or have prepared, all plans, specifications and estimates for the Projects and ensure that the Projects comply with all applicable federal and state accessibility requirements, including but not limited to the Americans with Disabilities Act, including its implementing regulations at 24 CFR Part 8 and any amendments, and California Government Code Section 4450, and applicable requirements and guidance provided in Title 24 of the California Code of Regulations, for the construction of buildings, structures, sidewalks, curbs and related facilities for accessibility and usability.
f. Sub-Recipient shall conduct all necessary due diligence for the Projects, including but not limited to performing necessary environmental assessments/review of environmental hazard reports, conducting engineer/geotechnical review, commissioning title reports to identify and evaluate the condition of title and encumbrances on the subject property, determining the entity(ies) with site control, including whether any third parties have ownership or site control rights, and determining the suitability for the Project.
g. Sub-Recipient shall ensure any contractors or subcontractors are paid in accordance with applicable laws and regulations.
h. Sub-Recipient shall comply with the procedure set forth in Public Contracts Code Section 9204 for processing contractor claims, paying undisputed amounts, and requiring mediation of disputed amounts.
i. Sub-Recipient shall be responsible for ensuring ongoing maintenance of the Projects after completion.
SCAG shall not be responsible for ongoing maintenance of the Projects after completion.
23. Conflict of Interest
The Parties shall comply with all applicable federal and state conflict of interest laws, regulations, and policies.
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24. Independent Contractor
Sub-Recipient and its Consultant(s) shall be independent contractors in the performance of this MOU, and not officers, employees, or agents of SCAG.
25. Assignment
Neither Party shall assign any rights or interests in this MOU, or any part thereof, without the written consent of each Party to this MOU, which consent may be granted, withheld or conditioned in the consenting Party’s sole and absolute discretion. Any 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
Sub-Recipient shall not release any information or Work Products to a third party or otherwise publish or utilize any information or Work Products obtained or produced by it as a result of or in connection with the performance of services under this MOU without the prior written authorization of SCAG, except as provided under this MOU or as required by law (including, without limitation, pursuant to the California Public Records Act).
All public-facing communications materials relating to this MOU or its subject matter shall acknowledge SCAG. Communications materials include, but are not limited to, site signage, printed information materials, print and online publications, websites, advertisements, video, public service announcements, social media postings, events, media advisories, news releases , and all other related materials.
To ensure consistency of public information about SCAG programs and funded work products, Sub- Recipient is required to notify and coordinate with SCAG’s Manager of Media & Public Affairs or a specified designee on any media inquiries or plans for proactively providing information to media outlets.
All communication materials must be provided to SCAG prior to completion so that inclusion of this element can be confirmed. SCAG will reply within three business days; if no reply is received, the Sub-Recipient can proceed without comments.
SCAG Communication Contact:
Alisha James
[email protected]
(213) 236-1884
27. Non-Exclusivity
Nothing herein is intended nor shall be construed as creating an exclusive arrangement between SCAG and Sub-Recipient. This MOU shall not restrict SCAG from acquiring similar, equal or like services from other entities or sources.
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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 10 (Work Products)
Section 12 (Notices)
Section 13 (Insurance)
Section 14 (Indemnification)
Section 15 (Disputes)
Section 18 (Records Retention)
Section 19 (Monitoring and Audits)
Section 21 (Compliance with Laws, Rules, and Regulations) Section 22 (Public Works and Construction)
Section 23 (Conflict of Interest)
Section 26 (Release of Information)
Section 31 (Jurisdiction and Venue)
Section 32 (Waiver)
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 termination 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)
Section 21 (Compliance with Laws, Rules, and Regulations) DocuSign Envelope ID: 12459E1A-3BF7-4055-80FE-6FA679629E9A 34 MOU No. : M-010-24
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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 interruption of services resulting, directly or indirectly, from acts of nature , civil or military authority, acts of public enemy, war, strikes, labor disputes, pandemics, or any other similar cause beyond the reasonable control of the Parties, provided that the Party seeking to delay or excuse its performance as a result of such event shall notify the other Party in writing of such circumstances within not more than ten (10) days following the first occurrence of the event forming the basis of the delay or excuse of performance. In the event that the Party seeking to delay or excuse its performance fails to timely deliver the notice described in the previous sentence, then such event shall not relieve the Party from its timely performance.
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 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.
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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 a mendments 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 warrants 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-R ecipient'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.
DocuSign Envelope ID: 12459E1A-3BF7-4055-80FE-6FA679629E9A 36 SIGNATURE PAGE TO
MEMORANDUM OF UNDERSTANDING
No. M-010-24
IN WITNESS WHEREOF, the Parties have caused this M emorandum of Understanding to be executed by their duly authorized representatives as of the dates indicated below:
SOUTHERN CALIFORNIA ASSOCIATION OF GOVERNMENTS (“SCAG”)
By: _______________________________________________ _________________ Cindy Giraldo Date
Chief Financial Officer
APPROVED AS TO FORM:
By: _______________________________________________ _________________ Jeffery Elder Date
Acting Chief Counsel
VENTURA COUNTY TRANSPORTATION COMMISSION (“Sub-Recipient”)
By: _______________________________________________ _________________ Martin R. Erickson Date
Executive Director
APPROVED AS TO FORM:
By: _______________________________________________ _________________ Steven T. Mattas Date
General Counsel
DocuSign Envelope ID: 12459E1A-3BF7-4055-80FE-6FA679629E9A 12/13/2023
12/18/2023
12/18/2023
12/19/2023
37 VCTC: Exhibit A1‐A4 – Scopes of Work
Exhibit A‐1 – VC01
Project Title: Countywide Transit Stops and Stations Needs Assessment and Infrastructure Improvements
Project Description: This project will conduct an inventory of all bus stops and train stations in Ventura County and will fund capital improvements at transit stops and stations owned by transit agencies and municipalities. Capital improvements that result from this project can be paired with future affordable housing investments within Ventura County to foster inclusive development and boost accessibility and mobility for historically disadvantaged communities.
Final Deliverable:
Transit Stops and StaƟons Final Report
ConstrucƟon Improvements at Transit Stops and StaƟons Project Budget: $1,500,000
DocuSign Envelope ID: 12459E1A-3BF7-4055-80FE-6FA679629E9A 38 Exhibit A‐2 – VC02
Project Title: Santa Paula Branch Line Trail Master Plan and Environmental Impact Report Update Project Description: The project advances the Santa Paula Branch Line Trail Master Plan, including conceptual design, environmental, and permitting phases to improve active transportation connections to housing, transit, and job centers in the Santa Clara River Valley.
Final Deliverable:
Final Master Plan
Final EIR/EIS
Environmental Permits Obtained
Project Budget: $1,677,000
DocuSign Envelope ID: 12459E1A-3BF7-4055-80FE-6FA679629E9A 39 Exhibit A‐3 – VC03
Project Title: Countywide Paratransit Integration Analysis Project Description: The project will evaluate and provide recommendations for consolidation of all demand‐response (paratransit and dial‐a‐ride) operations into a new countywide agency with a single call/dispatch center. By improving paratransit service, Ventura County will be able to more effectively and efficiently serve more locations enabling residents to maintain their mobility and independence while remaining connected to their community.
Final Deliverable:
ImplementaƟon Plan
Finance Plan
Project Budget: $300,000
DocuSign Envelope ID: 12459E1A-3BF7-4055-80FE-6FA679629E9A 40 Exhibit A‐4 – VC04
Project Title: Community Traffic Calming and Pedestrian and Bicycle Safety Program Project Description: The project will establish a Community Traffic Calming Program in Ventura County.
The program will target areas with excessive vehicle speeds, identify concepts for permanent infrastructure improvements, and develop and implement a comprehensive traffic calming program incorporating the SCAG Go Human toolkit.
Final Deliverable:
Safety EducaƟonal Campaign AcƟviƟes
Preliminary Engineering and Cost EsƟmates
Final Summary of Community Traffic Calming and Bicycle Safety Program and Safety EducaƟonal Campaign
Project Budget: $300,000
DocuSign Envelope ID: 12459E1A-3BF7-4055-80FE-6FA679629E9A 41 Regional Early Action Planning Grants of 2021 (REAP 2.0) County Transportation Commission Partnership Program
Scope of Work Approval Form - Project Summary
1 CTC:
Project:
☐Original Scope of Work Approval
☐Revision Requested - Ad d, Remove, or Change Project Manager ☐Revision Requested to Project Tasks (Please check all that apply) ☐Revise/Delete a Previously Approved Task ☐ Task Budget Revision ☐Project/Task Date Change ☐Change in Deliverable (Interim) SCAG Approval Date: ___________________________
Revision No. NUMBER
Revision Effective Date: _________________________
Original Approved Summary of Projects Tasks (approved on DATE) Pro
ject/Activity Tasks Outline
Task and sub-tasks Staff/Consultant/
Both
Estimated cost Begin date End date Deliverable
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Exhibit B – Scope of Work Approval Form
DocuSign Envelope ID: 12459E1A-3BF7-4055-80FE-6FA679629E9A 42 R
egional Early Action Planning Grants of 2021 (REAP 2.0) County Transportation Commission Partnership Program
Scope of Work Approval Form - Project Summary
2 Requested Revisions to Project Tasks If a revision is requested, please also update the project/activity task outline(s) below and highlight the changes.
Revised Project/Activity Tasks Outline
Task and sub-tasks Staff/Consultant/
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R
oute all budget changes to Accounting and B&G.
S
ignatures below to approve revisions also indicate approval of any modifications to subsequent pages.
Rev
ision Approval Requested By: Revision Approved By:
CTC PROJECT MANAGER SCAG Deputy Director or Authorized Designee Name / Title Name / Title
________
_______________________________ _______________________________________ Signature Date Signature Date
DocuSign Envelope ID: 12459E1A-3BF7-4055-80FE-6FA679629E9A 43 R
egional Early Action Planning (REAP) Grant
Subregional Partnership Program
S
cope of Work Approval Form – New Project Sheets
3 Project Metrics
Each REAP 2.0 project requires metric s to quantitatively measure the outcome of the project. Project metrics selected on this form will be included in the REAP 2.0 CTC quarterly progress reporting form. Please select all metrics that will apply to your approved projects:
1. Sample
☐ S ample
DocuSign Envelope ID: 12459E1A-3BF7-4055-80FE-6FA679629E9A 44 R
egional Early Action Planning (REAP) Grant
Subregional Partnership Program
S
cope of Work Approval Form – New Project Sheets
4 1 Project
☐ Metrics for this project have been selected in the “Project Metrics” portion of this form. _____ (Insert Number of) Procurements Expected for this Project Brief Description of Project: (Pulled from project application) A
lignment with SCAG Connect SoCal regional priorities:
C
onnection to REAP 2.0 Objectives (AFFH, Reducing VMT, Accelerating Infill Development):
S
ignatures on this page indicate approval of initial SAF in its entirety. Revisions do not require new signatures in this section.
Approved By:
CT
C Project Manager SCAG Project Manager
Name / Title Name / Title
________
________________________________ ______________________________________ Signature Date Signature Date I
nitial SAF Approved By:
SCAG Deputy Director
____
____________________________________
Signature Date
DocuSign Envelope ID: 12459E1A-3BF7-4055-80FE-6FA679629E9A 45 Exhibit C – Invoice Report
Invoice Attachments
Cost Reimbursement Summary (A)
Progress Report (B)
Line-Item Billing (C)
Labor Summary Report/Payroll Report (D)
ODC Summary (E)
Proof of Payments (F)
(A) Th
e Cost Reimbursement Summar y summarizes the information at the task level.
1. Acce
ptable proof of payments are in the form of copy of checks or ACH payment confirmations. In addition, copy of paid invoices should also be provided for any consultants charges and payroll report/journal for all sub-recipient's direct labor charges.
2 . Include
a summary report from your financial accounting system showing total costs incurred to date (if available).
Note: Sub-recipient is responsible for reviewing in detail all their consultant's charges and their subconsultant’s charges, and ver
ifying those charges are in compliance with the award and have been rendered in compliance with the Scope of Work. Sub- recipient shall retain all source documentation that account for Sub-recipient costs and payments made to consultants, c
ontractors, vendors and subcontractors, including but not limited to, purchase orders, receipts, progress payments, su
bcontractor's invoices, timesheets, logs, travel requests, proof of payment, and financial reports. While some of these do
cuments are not required to be submitted as part of the payment request, SCAG may request access to these documents at an
y time. Sub-recipient must retain these records as per Section 18 of the MOU and must ensure that only allowable costs are c
laimed.
(D) Th
e Labor Summary Report/Payroll Report must account for the total SCAG activity for each employee during the pay period applicable to the project billed on the invoice. (E) Provide
a summary of Other Direct Costs (ODCs) , itemized by category. An example is provided. (F) S
ubmit proof of payments for all charges included in the Line-Item Billing . 3 . If
the Indirect/Overhead Rate and/or Fringe Rate changed from the original approved rates, submit supporting d
ocumentation for review and approval with the invoice.
(G) M
ust submit electronic Excel file and signed PDF file.
4. Re
ference all supporting documentation to the Line-Item Billing.
Cost
Reimbursement
(B) Th
e Progress Report shall describe the percentage and status of work completed at the task and overall level. The progress re
port should include the overall progress narrative including the work completed by the consultants. The progress report can be
submitted in Word or PDF format, if desired.
(C) E
nter all charges on the Line-Item Billing tab (direct labor, fringe, indirect/overhead, other direct costs, and consultants).
Th
e Sub-recipient can only claim costs incurred and paid to date. Reference all supporting documentation to the Line-Item Billing (in Column A)
Invoice Submittal Instructions
This checklist shows the required documents that must be included when submitting an invoice.
Data input is required in all tabs.
NOTE: Sub-recipient can only claim costs incurred and paid to date.
DocuSign Envelope ID: 12459E1A-3BF7-4055-80FE-6FA679629E9A 46 Email Excel file and PDF file to: Date:
[email protected] Invoice #:
Cindy Giraldo Billing Period:
Chief Financial Officer MOU #:
Southern California Association of Governments OWP #:
900 Wilshire Blvd., Ste 1700 MOU Term Date:
Los Angeles, CA 90017 Project Title:
Full Project Budget Amount -$
Remaining Budget -$
Percentage of Project Budget Spent #DIV/0!
Overall Percentage of Work Completion 0.00%
Cost Categories Budget Current Invoice Previously
Invoiced
YTD
Expenditure Balance
Task #1 $ - -$ - $ - $ - $ Task #2 $ - -$ - $ - $ - $ Task #3 $ - -$ - $ - $ - $ Task #4 $ - -$ - $ - $ - $ Task #5 $ - -$ - $ - $ - $ Task #6 - 5% Admin $ - -$ - $ - $ - $ GRAND TOTAL - $ - $ - $ - $ - $ Please send check to:
CTC Name
Address
City/State/ZIP
Signature of an Authorized Official
Full Name of an Official who is Authorized to
Legally Bind the Organization
Printed copy should be in Agency Letterhead
Cost Reimbursement Summary
By signing this report under penalty of perjury, I certify to the best of my knowledge and belief that the report is true, complete, and accurate, and the expenditures, disbursements and cash receipts are for the purposes and objectives set forth in the terms and conditions of the award. I am aware that any false, fictitious, or fraudulent information, or the omission of any material fact, may subject me to criminal, civil or administrative penalties for fraud, false statements, false claims or otherwise. I will retain all supporting documentation as required and make it available upon request. I will refund any audit disallowances to SCAG.
Title
Date
DocuSign Envelope ID: 12459E1A-3BF7-4055-80FE-6FA679629E9A 47 Invoice #:
Billing Period:
MOU #:
Overall Percentage of Work Completion: 0.00%
Task 1: 0.00%
●
●
●
PENDING NEXT MONTH
●
●
Task 2: 0.00%
●
●
●
PENDING NEXT MONTH
●
●
Task 3: 0.00%
●
●
●
PENDING NEXT MONTH
●
●
Task 4: 0.00%
●
●
●
PENDING NEXT MONTH
●
●
Task 5: 0.00%
●
●
●
PENDING NEXT MONTH
●
●
Task 6 - 5% Admin: 0.00%
●
●
●
PENDING NEXT MONTH
●
●
Task Name
0 Progress Report
Task Name
Task Name
Task Name
0 0
0 Task Name
Task Name
DocuSign Envelope ID: 12459E1A-3BF7-4055-80FE-6FA679629E9A 48 CTC Project Manager Name: Invoice #:
CTC Name Billing Period:
CTC Address MOU #:
Project Title:
Task #1 Task #2 Task #3 Task #4 Task #5 Task #6 - 5%
Admin
Task Name Task Name Task Name Task Name Task Name Task Name Amount Amount Amount Amount Amount Amount
Direct Labor Classification(s):
Project Staff per Labor Summary Report/Payroll Report -$ - $ - $ - $ - $ - $ - $ Subtotal - Direct Labor - $ - $ - $ - $ - $ - $ -$ Indirect/Overhead & Fringe (inc. G&A):
Indirect/Overhead 0.00% - $ - $ - $ - $ - $ - $ - $ Fringe 0.00% - $ - $ - $ - $ - $ - $ - $ Subtotal - Overhead & Fringe (inc G&A): - $ - $ - $ - $ - $ - $ -$ Other Direct Costs (ODCs)
Travel -$ - $ - $ - $ - $ - $ Printing - Directly Chargeable only -$ - $ - $ - $ - $ - $ Other -$ - $ - $ - $ - $ - $ Subtotal - ODCs: - $ - $ - $ - $ - $ -$ Consultant(s)
Consultant 1 -$ - $ - $ - $ - $ - $ Consultant 2 -$ - $ - $ - $ - $ - $ Consultant 3 -$ - $ - $ - $ - $ - $ Consultant 4 -$ - $ - $ - $ - $ - $ Subtotal - Consultant(s): - $ - $ - $ - $ - $ -$ GRAND TOTAL -$ -$ -$ -$ - $ - $ -$ OVERALL PERCENTAGE OF COMPLETION FROM PROGRESS REPORT 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% BUDGET -$ -$ -$ -$ - $ - $ -$ PREVIOUSLY (CUMULATIVE) REIMBURSED AMOUNT AFTER DISALLOWANCES -$ -$ -$ -$ - $ - $ -$ YTD EXPENDITURES (BILLED TO DATE) -$ - $ - $ - $ - $ - $ -$ EARNED TO DATE -$ -$ -$ -$ - $ - $ -$ VARIANCE -$ -$ -$ -$ - $ - $ -$ #DIV/0!
Line-Item Billing
Reference
No.
Cost Categories Approved
Rates
Grand Total
(All tasks)
0 0
0 0
Grand Total
(All tasks)
DocuSign Envelope ID: 12459E1A-3BF7-4055-80FE-6FA679629E9A 49 Labor Summary Report/Payroll Report
CTC is required to provide a labor summary report/payroll report that supports the Direct Labor costs for Project Staff billed in the Line-Item Billing.
The report should detail employee's name, hours, and pay rate. Report total must reconcile to the total labor costs billed and segregate employee labor costs to be charged to the 5% Admin portion of the project staff costs.
DocuSign Envelope ID: 12459E1A-3BF7-4055-80FE-6FA679629E9A 50 Invoice #:
Billing Period:
MOU #:
Travel
Date Type Purpose Cost
$0.00
Printing - Directly Chargeable only
Date Type Purpose Cost
$0.00
$0.00
Other
Date Type Purpose Cost
$0.00
$0.00
Total ODC $0.00 matches
Other Direct Costs (ODC) Summary
0 0
0 0
DocuSign Envelope ID: 12459E1A-3BF7-4055-80FE-6FA679629E9A 51 Invoice #:
Billing Period:
MOU #:
Travel
Date Type Purpose Cost
2/13/2019 Transportation Meeting w/ Project Manager - Lunch $50.00 2/13/2019 Transportation Travel back home from meeting - Mileage $25.00 $75.00
Printing - Directly Chargeable only
Date Type Purpose Cost
2/7/2019 Printing Marketing Posters $200.00
$200.00
Total ODC $275.00
ODC Receipt Samples - (receipts to be retained by CTC for audit purposes):
LA01 Enhanced GoSGV E-Bike Share Program
1 02/1/19-06/30/23
M-008-24
Other Direct Costs (ODC) Summary
DocuSign Envelope ID: 12459E1A-3BF7-4055-80FE-6FA679629E9A 52 Exhibit D – Sub-Recipient Report Template
PENDING GUIDANCE FROM HCD
DocuSign Envelope ID: 12459E1A-3BF7-4055-80FE-6FA679629E9A 53 List of Bus Stop Locations for REAP grant
Stop Location Direction/Location Notes
Los Angeles & Doneville Los Angeles & Doneville Sidewalk improvement Royal & Madera Royal & Madera Sidewalk improvement
Sycamore & E. Los Angeles Sycamore & E. Los Angeles Sidewalk improvement Alamo & Broadmore Ave WB Install bench and expand landing pad as needed Alamo & Broadmore Ave EB Install bench and expand landing pad as needed Alamo & Atherwood EB Install bench and expand landing pad as needed Alamo & Atherwood WB Install bench and expand landing pad as needed Alamo & Galena EB Install bench and expand landing pad as needed Alamo & Galena WB Install bench and expand landing pad as needed Los Angeles & Sinaola EB Install trash can
Cochran & Galena WB Install trash can
Cochran & Tracy EB Install bench and expand landing pad as needed Cochran & Tracy EB Install trash can
Kuehner & Menlo NB Install bench
Kuehner & Menlo SB Install bench
Royal & El Monte Ave WB Install shelter
TRAN2541.SR.TH
ATTACHMENT A
54