ATTACHMENT #1
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INTERAGENCY AGREEMENT
BETWEEN
VENTURA COUNTY TRANSPORTATION COMMISSION
AND
CITY OF THOUSAND OAKS
THIS AGREEMENT is entered into between Ventura County Transportation Commission (VCTC) and the CITY OF THOUSAND OAKS (AGENCY) regarding the disbursement and administration of funds from the State of California’s Senate Bill 125 (SB125) Transit and Intercity Rail Capital Program & Zero Emission Transit Capital Program (TIRCP and ZETCP) as of February day of 23, 2025 (“Effective Date”).
WHEREAS Senate Bill 862 of the 2014 Statutes appropriates funds from the Greenhouse Gas Reduction Fund to the Transit and Intercity Rail Capital Program (TIRCP), administered by Caltrans; and,
WHEREAS, on August 7, 2024, VCTC received authorization for funding of its SB125 Projects (“Grant Funds”) for the transit capital projects; and WHEREAS, pursuant to VCTC’s TIRCP funding allocation, VCTC is authorized to allocate TIRCP funding to sub-recipient agencies as necessary in order to implement eligible projects; and
WHEREAS, AGENCY intends to implement capital projects (Projects) as listed in Exhibit A Scope of Work, which will further the purposes of the 2023 TIRCP and ZETCP and are eligible projects for Grant Funds; and
WHEREAS, AGENCY has agreed to implement the Projects and VCTC desires to allocate funds for implementation of the Projects.
NOW, THEREFORE, THE PARTIES DO AGREE AS FOLLOWS:
I. FUNDING/PROGRAM MANAGEMENT
1. Assignments of Participants: VCTC hereby agrees to grant the AGENCY funding and the AGENCY hereby agrees to carry out the work outlined in the Scope of Services, attached hereto and incorporated herein as Exhibit A, in connection with the administration of the Grant Funds. The AGENCY will be responsible for assuring that the AGENCY meets all grant requirements placed on TIRCP recipients (“Grant Requirements”) as detailed in Section II of this Agreement and in Exhibit B, attached hereto and incorporated herein.
2. Scope of Services:
a. Grant Administration: As the original fund recipient, VCTC shall be responsible for distributing the Grant Funds to the AGENCY Projects.
VCTC has agreed to distribute $7,350,000 of Grant Funds to the Projects.
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b. Projects Implementation: The AGENCY will implement Projects in accordance with the Grant Requirements to the extent that funds from VCTC are available pursuant to this Agreement.
3. Title and Ownership: The title to and ownership of all equipment, tools, materials, and supplies (hereinafter referred to as "Equipment") purchased or otherwise acquired for use in connection with the Projects shall vest in the AGENCY upon delivery to the Projects site, unless otherwise specified in writing by VCTC.
4. Operations and Maintenance Responsibility: The AGENCY shall be responsible, at its sole cost and expense, for the proper operations and maintenance (O&M) of all Equipment and infrastructure related to the Projects as specified in the Original Equipment Manufacturer’s (OEM) contract manuals. This responsibility extends to all phases of the Projects, including but not limited to installation, commissioning, testing, and operational use. The AGENCY shall perform all O&M activities in accordance with the manufacturer’s recommendations, industry best practices, and all applicable laws and regulations.
5. Duration of Agreement and Authorization to Proceed: This Agreement shall begin on the Effective Date and shall continue until June 30, 2027. Upon execution and allocation of Grant Funds, AGENCY is authorized to proceed with implementation of Projects.
6. Entire Agreement; Integration: This Agreement constitutes the entire agreement between the parties hereto with respect to the administration of Grant Funds and obligations described herein for the Projects and supersedes as of the date hereof any prior agreement(s) and amendments between the parties, written or oral, concerning the subject matter of this Agreement.
7. Amendments to the Agreement: The provisions of this Agreement may be amended upon written acceptance and ratification of any such amendment by both VCTC and the AGENCY.
8. Method of Payment: Upon execution of this Agreement, VCTC agrees to pay the AGENCY a one-time lump sum payment in the amount specified in Section 2 - Scope of Services. The payment shall be provided to the AGENCY for the completion of all deliverables and/or services as outlined in Exhibit A. No additional payments shall be made unless expressly provided for in an amendment to this Contract, agreed upon in writing by both parties. AGENCY must keep the unexpended Grant Funds in a separate interest-bearing account. Any interest that is accrued shall be accounted for and used for the Projects. Any Grant Funds received or accrued interest earned in excess of the final Project(s) cost, or those Grant Funds found to be owed back to VCTC as a result of a final, independent review or audit, must be returned to VCTC within thirty (30) days of Project(s) closeout or expiration of this Agreement, whichever occurs first. AGENCY shall provide supporting documentation that shows the reconciliation of all Project expenditures and any remaining unused funds.
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9. Costs: VCTC shall have no liability for cost deficits for the Projects. AGENCY shall be responsible for any cost overruns for the Projects and under no circumstances will VCTC be responsible for funding the Projects in excess of the distributed funds and the interest earned thereon. Prior to the commencement of any charging infrastructure installation or modification, the AGENCY shall provide VCTC with a detailed cost estimate for the proposed work. The cost estimate shall include breakdowns of labor, materials, equipment, and any additional expenses associated with the Projects.
II. CALTRANS TIRCP REQUIREMENTS
The AGENCY shall note the following provisions apply to TIRCP grants and shall take all necessary action to ensure its compliance as though it was the grantee directly.
1. Reports: In addition to any other reports required by the Grant Requirements, attached hereto and incorporated herein as Exhibit B Annual performance reports shall be prepared and submitted to VCTC, no later than October 1 st each year, for the duration of the Projects’ performance period, or until all activities are completed and the Project(s) is/are formally closed. Failure to submit performance reports could result in the reduction of Project funds, termination, or suspension of this Agreement.
2. Other Provisions: The AGENCY is subject to all Grant Requirements, any and all policies and regulations of Caltrans with regard to the FY2022-23 TIRCP grant, and all applicable laws regarding California public agency procurements, including but not limited to public works requirements, transportation agency specialized rail equipment procurements, contract bid procedures, and the payment of prevailing wages.
3. Grant Performance Period: Funds allocated under this grant shall be expended by June 30, 2027 (“Grant Performance Period”). Funds remaining unexpended beyond the Grant Performance Period approved by Caltrans shall be returned to VCTC to revert to Caltrans.
4. Audits/Recordkeeping: AGENCY shall provide VCTC with any data, records, or documentation necessary for compliance with audit procedures required by the Grant Requirements and shall cooperate with VCTC in the preparation of any audit to the extent necessary. AGENCY shall retain all Projects cost records for a minimum of three (3) years after completion of the Projects or such other period of time as may be required by law. To the extent that any inappropriate or unallowable expenditures by AGENCY are identified and Caltrans requests repayment, AGENCY shall refund such funds to VCTC for transmission back to Caltrans in accordance with Section I.6.
III. OTHER PROVISIONS
1. Indemnification: To the fullest extent permitted by law, AGENCY shall protect, defend, indemnify, and hold harmless VCTC, its officers, agents, servants, and employees, from any and all liability arising out of, or caused by, any act or omission of AGENCY or its officers, agents, or servants in its performance pursuant to this Agreement.
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The obligations of the AGENCY in these indemnity provisions survive the expiration or earlier termination of this Agreement.
2. Insurance: AGENCY shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by AGENCY, its agents, representatives, employees or subcontractors. The insurance required by this Section may be satisfied by a program of self-insurance upon satisfactory documentation provided to VCTC that such self-insurance program meets the requirements outlined herein. a. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as:
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/$6,000,000 general aggregate. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this Projects/location or the general aggregate limit shall be twice the required occurrence limit. ii. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with limit no less than $2,000,000 combined single limit, per accident for bodily injury and property damage.
iii. Workers’ Compensation: 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. iv. If AGENCY maintains higher limits than the minimums shown above, VCTC requires and shall be entitled to coverage for the higher limits maintained by AGENCY. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the VCTC.
v. The City may meet these insurance requirements with self- insurance approved by VCTC.
b.Other Insurance Provisions: The insurance policies are to contain, or be endorsed to contain, the following provisions:
i.Additional Insured Status: VCTC, their officers, officials, employees, agents and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10 11 85 or if not DPW:940-10\ev\Council\2025\032525\Transit Funding Distribution Agreement VCTC staff report.docx
available, through the addition of both CG 20 10, CG20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used). ii. Primary Coverage: For any claims related to this Agreement, the AGENCY’s insurance coverage shall be primary insurance as respects VCTC, its officers, officials, employees, and volunteers.
Any insurance or self-insurance maintained by VCTC, its officers, officials, employees, or volunteers shall be excess of the AGENCY’s insurance and shall not contribute with it.
iii.Notice of Cancellation: Each insurance policy required above shall provide that coverage shall not be canceled, except with 30 days’ notice to VCTC.
iv.Waiver of Subrogation: AGENCY hereby grants to VCTC a waiver of any right to subrogation which any insurer of said AGENCY may acquire against the VCTC by virtue of the payment of any loss under such insurance. AGENCY agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the VCTC has received a waiver of subrogation endorsement from the insurer.
v.Self-Insured Retentions: Self-insured retentions must be declared to and approved by VCTC. VCTC may require AGENCY to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Further, if the AGENCY’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.
vi.Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to VCTC.
c.Verification of Coverage: AGENCY shall furnish VCTC with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by VCTC before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive AGENCY’s obligation to provide them. In the event a claim is filed against VCTC as a result of AGENCY’s actions, DPW:940-10\ev\Council\2025\032525\Transit Funding Distribution Agreement VCTC staff report.docx
AGENCY shall provide VCTC a copy of AGENCY’s insurance policies upon request.
d.Subcontractor: AGENCY shall require and verify that all subcontractors working on Projects maintain insurance meeting all requirements stated herein, and AGENCY shall ensure that VCTC is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a form at least as broad as CG 20 38 and CG 20 40.
3. Termination: AGENCY may terminate this Agreement upon written notice to VCTC if Grant Funds are canceled or otherwise unavailable for the Projects. AGENCY may terminate this Agreement for cause after giving written notice to VCTC of VCTC's default under this Agreement at least thirty (30) calendar days before the termination is to be effective. VCTC may cure the default within thirty (30) calendar days after receipt of the AGENCY's written notice. If the default cannot be reasonably cured within that time period, VCTC shall have one hundred eighty (180) days to cure provided that VCTC has commenced the cure within the thirty (30) days , has diligently continued to pursue that cure, and completes the cure within one hundred eighty (180) calendar days after receipt of the notice. The AGENCY may not terminate this Agreement if VCTC cures the default in accordance with this Section 3. If the VCTC does not cure the default and AGENCY terminates this Agreement, AGENCY shall return any funds that are unused as of the date of the termination and that are not necessary for payment for services provided prior to the termination date.
VCTC may terminate this Agreement upon written notice to AGENCY if Grant Funds are canceled or otherwise unavailable to the Projects. VCTC may terminate this Agreement for cause after giving written notice to AGENCY of AGENCY's default under this Agreement at least thirty (30) calendar days before the termination is to be effective. AGENCY may cure the default within thirty (30) calendar days after receipt of VCTC’S written notice. If the default cannot be reasonably cured within that time period, AGENCY shall have one hundred eighty (180) days to cure provided that AGENCY has commenced the cure within the thirty (30) days , has diligently continued to pursue that cure, and completes the cure within one hundred eighty (180) calendar days after receipt of the notice.
VCTC may not terminate this Agreement if AGENCY cures the default in accordance with this Section 3. If the AGENCY does not cure the default and VCTC terminates this Agreement, the AGENCY may expend Grant Funds to pay contractors for Projects work satisfactorily completed through the last working day this Agreement is in effect or committed to be spent by that date.
Neither party shall have any other claim against the other party by reason of an early termination of this Agreement.
4. Changes to Agreement: This Agreement may only be amended by written agreement signed by all parties.
5. Availability of Grant Funds: The Parties understand and agree that VCTC’s obligation to allocate funds to the Projects is expressly conditioned on the DPW:940-10\ev\Council\2025\032525\Transit Funding Distribution Agreement VCTC staff report.docx
availability of Grant Funds. In the event that the Grant Funds are not allocated to VCTC or are otherwise canceled, terminated or unavailable, VCTC shall have no obligation to allocate funds to the Projects. Under no circumstances is VCTC liable for any costs of the Projects that are in excess of or ineligible for Grant Funds.
6. Notices or Notification: Any notice required to be given in writing under this Agreement, or other notifications, shall be given to the parties at the following addresses:
Martin R. Erickson, Executive Director
Ventura County Transportation Commission
751 E. Daily Drive
Camarillo, CA 93010
Clifford G. Finley, Public Works Director
CITY OF THOUSAND OAKS
Public Works Department
2100 Thousand Oaks Blvd
Thousand Oaks, CA 91362
SIGNATURES
(a)Counterparts. This Agreement may be executed in two or more counterparts, each of which together shall be deemed an original, but all of which together shall constitute one and the same instrument.
(b)Scanned Signatures. In the event that any signature is delivered by facsimile transmission or submitted electronically as a scanned image (i.e. files with .pdf, .tiff or .jpeg extensions), such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or scanned signature page were an original thereof. (c)Digital/Electronic Signatures. This Agreement may be executed through the use of digital or electronic signatures provided they meet the requirements of the Electronic Signatures in Global and National Commerce (ESIGN) Act and the California Uniform Electronic Transactions Act (UETA) and are produced using a City-approved method. The presence of an electronic signature on this document shall be construed as the parties’ consent to do business electronically.
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In concurrence and witness whereof, this Agreement has been executed by the parties effective on the date and year first above written.
VENTURA COUNTY
TRANSPORTATION COMMISSION
Cliff Martin R. Erickson
Executive Director
Steven T. Mattas, General Counsel
CITY OF THOUSAND OAKS
David Newman, Mayor
ATTEST:
Laura B. Maguire, City Clerk
APPROVED AS TO ADMINISTRATION:
Andrew P. Powers, City Manager
APPROVED BY DEPARTMENT HEAD:
Clifford G. Finley, Public Works Director
APPROVED AS TO FORM:
Office of the City Attorney
Tracy Friedl, Assistant City Attorney
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EXHIBIT A
Scope of Work
Project Program Description
EV Charging
Infrastructure
ZETCP This project will fund the design and construction costs of Electric Vehicle (EV) Charging Infrastructure project including the installation of a battery backup microgrid system, EV pedestal chargers, EV pantograph chargers, and all incidental work and electrical upgrades required for a fully working and operational EV charging system.
EV Support ZETCP This project will fund the support systems for a Battery Electric Bus (BEB) public transit fleet. The project will include the identification and procurement of tools, equipment, and software that may include but is not limited to; mobile battery EV chargers, charge management systems, BEB-specific safety equipment, and BEB-specific tools, and all incidental equipment necessary for BEB maintenance and testing.
Farebox
Replacement
TIRCP This project will fund the procurement of farebox infrastructure and installation for Thousand Oaks Transit vehicles. The project includes both the procurement and installation of new farebox equipment to replace existing equipment on existing TOT vehicles and the procurement of new farebox equipment on new TOT vehicle purchases.
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EXHIBIT B
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