ATTACHMENT #1
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Memorandum of Understanding (MOU) between Ventura County Regional Energy Alliance (VCREA) and the City of Thousand Oaks (City) to Participate in the Ventura County Electric Vehicle (EV) Ready Blueprint (Grant Agreement ARV-20-009)
This MOU is made effective June 30, 2024, by and between VCREA and the City of Thousand Oaks with respect to the following recitals:
WHEREAS, the state of California has a goal of 5 million zero emission vehicles on the roads by 2030 and 250,000 EV charging stations by 2025; and
WHEREAS, in 2019, VCREA developed the Ventura County EV Blueprint that includes 49 implementation projects and has a goal to accelerate the deployment of electrified transportation within the Ventura County Region; and
WHEREAS, VCREA applied for a Clean Transportation Program Grant to implement five projects described in the Ventura County EV Ready Blueprint. The grant application includes the City’s Electric Bus Pilot project proposal to accelerate the electrification of a public transit fleet with the purchase of two light-duty electric buses; and
WHEREAS, the California Energy Commission selected VCREA to receive a Clean Transportation Program Grant award and has executed a grant agreement with VCREA, the grant administrative lead; and
WHEREAS, City, as a VCREA subcontractor, agreed to implement their Electric Bus Accelerator Pilot project proposal in coordination with VCREA staff; and WHEREAS, City of Thousand Oaks and VCREA originally signed an MOU on November 16, 2021 (Original MOU, City Contract #12904-2021) under which City would have received $177,087 in funding from the Clean Transportation Project Grant to implement their Electric Bus Accelerator Pilot project. The City of Thousand Oaks committed to providing $427,087 in match funding; and WHEREAS, the Original MOU had an approximate three-year term and expired on June 30, 2024; and
WHEREAS, due to manufacturing issues, quality concerns, and delivery delays, City was not able to fulfill its project goals within the timeframe of the Original MOU and thus the agreement expired; and
WHEREAS, City proposed an alternate project pathway to VCREA to satisfy the intent of the grant; and
WHEREAS, VCREA has been working with the California Energy Commission to get approval of City’s alternate pathway as well as an extension of time with which to use grant funds; and
WHEREAS, VCREA obtained said approvals and City and VCREA now wish to execute this MOU to reflect the current project and the new termination date of December 31, 2025.
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NOW, THEREFORE, IN CONSIDERATION of the mutual duties set forth in the Scope of Work (Attachment A) and Grant Agreement ARV-20-009 (Attachment B), the parties agree that the purpose and intent of this agreement is to set forth the mutual responsibilities involving VCREA and the City of Thousand Oaks as outlined:
1. VCREA, as the grant administrator, will be responsible for and will:
a. Coordinate activities of the Ventura County EV Ready Blueprint implementation based on the approved scope of work for Grant Agreement ARV-20-009. b. Consult with the City of Thousand Oaks on an as-needed basis. c. Prepare monthly, semiannual, and final reports.
d. Prepare invoicing material needed for California Energy Commission reporting.
2. City of Thousand Oaks will be responsible for and will:
a. Provide narrative and data to incorporate into monthly reports, as needed. b. Provide records and other required documentation to comply with monthly invoice templates, as needed.
c. Procure four electric Dial-a-Ride vans to replace two Compressed Natural Gas buses. d. Prepare Final Report on Electric Vans Operations and Long-Term Plan. e. Follow Grant Agreement ARV-20-009 (Attachment B), approved by the California Energy Commission, to assist with implementing projects and developing material for key deliverables set out in Attachment A: Scope of Work. _________________________________ _____________________________ Alejandra Tellez, Executive Director David Newman, Mayor Ventura County Regional Energy Alliance City of Thousand Oaks ATTEST:
______________________________
Laura B. Maguire, City Clerk
APPROVED AS TO FORM:
Office of the City Attorney
_____________________________
Tracy Friedl, Assistant City Attorney
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APPROVED AS TO ADMINISTRATION:
_____________________________
Andrew P. Powers, City Manager
APPROVED BY DEPARTMENT HEAD:
_____________________________
Nader Heydari, Public Works Director
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Attachment A
TASK 6 SCOPE OF WORK
The Ventura County Regional Energy Alliance (VCREA) and the City of Thousand Oaks are working together to implement the Ventura County Electric Vehicle (EV) Ready Blueprint with the goal to accelerate the deployment of electrified transportation within the Ventura County Region.
Specifically, City of Thousand Oaks will implement their Electric Bus Accelerator Pilot project (Task 6) to quicken the electrification of a public transit fleet with the upgrade from two Compressed Natural Gas (CNG) cutaway buses to four 100 percent electric vans.
PARTNER RESPONSIBILITIES
•Procure four electric vans to replace two CNG buses. The City of Thousand Oaks must use its own established procurement procedures while adhering to all applicable state and local laws and the terms and conditions of this Agreement. •Ensure the availability of charging infrastructure needed to serve the vans before the vehicles are procured.
•Introduce Thousand Oaks Transit staff to electric van operations and facilitate a transition to an all EV fleet ahead of the state mandated timeline. •Write Final Report on Electric Bus Operations and Long-Term Plan including information on the electric vans (with pictures), training for Thousand Oaks Transit staff for the vehicles, operational costs, bus routes, types of communities serviced, and plans for long- term operations.
PARTNER DELIVERABLES
•Final Report on Electric Bus Operations and Long-Term Plan
COMPENSATION SCHEDULE
City of Thousand Oaks’ compensation will not exceed $177,087. A 10 percent retention amount of $17,709 will be retained by VCREA until the Grant Agreement term ends on December 31, 2025 and the California Energy Commission authorizes the release of the retention.
TERM
•MOU is effective from June 30, 2024 to December 31, 2025. •MOU will be consistent with California Energy Commission Grant Agreement ARV-20- 009 Exhibit A Scope of Work, Exhibit B City of Thousand Oaks Budget, Exhibit C General Terms and Conditions, and Exhibit D Special Terms and Conditions approved by the California Energy Commission (Attachment B). City of Thousand Oaks will assist with implementing projects and developing material for key deliverables set out in the Attachment A Scope of Work. The MOU will be based on the grant terms and funding of Electric Vehicle Ready Communities Phase Il – Blueprint Implementation GFO-19-603.
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SPECIAL INSTRUCTIONS
1. City of Thousand Oaks agrees to accept $177,087 in funding from the Clean Transportation Project Grant to procure four electric Dial-a-Ride Vans to replace two CNG buses.
2. City of Thousand Oaks accepts the Energy Commission's policy to retain 10 percent of any payment request or 10 percent of the total Task 6 award, in the amount of $17,709. After all grant agreement tasks have been completed in December 2025, VCREA will submit a completed payment request form requesting release of the retention. Once California Energy Commission authorizes the release of the retention, VCREA will then reimburse City of Thousand Oaks 10 percent of the total Task 6 award amount or $17,709.
3. City of Thousand Oaks agrees to provide $427,087 in match funding to procure four electric vans to replace two CNG buses.
4. Termination. Either Party hereto may terminate this MOU without cause for any reason by providing 10 days written notice to the other party involved. Any such termination shall be without penalty or any other payment. However, City of Thousand Oaks will be paid for all work provided and equipment purchased or under contract to purchase prior to the date of termination, as long as such work and equipment meets the terms and conditions of this MOU. On completion or termination of this MOU, VCREA will be entitled to immediate possession of and City of Thousand Oaks will furnish on request, all plans and other pertinent data gathered or computed by City of Thousand Oaks for this particular MOU prior to any termination. City of Thousand Oaks may retain copies of said original documents for the City’s files. City of Thousand Oaks hereby expressly waives any and all claims for damages or compensation arising under this MOU except as set forth in this paragraph in the event of such termination.
5. Default. If City of Thousand Oaks defaults in the performance of any material term or condition of this MOU, City of Thousand Oaks must cure that default by a satisfactory performance within 10 days after service upon City of Thousand Oaks of written notice of the default. If City of Thousand Oaks fails to cure the default within that time, then VCREA may terminate this MOU without further notice. Upon termination, City of Thousand Oaks will be paid for all work provided and equipment purchased or under contract to purchase prior to the date of termination, as long as such work meets the terms and conditions of this MOU.
The foregoing requirement for written notice and opportunity to cure does not apply with respect to Section 4.
6. Non-Discrimination
General. No person will on the grounds of race, color, national origin, religious affiliation or non-affiliation, sex, age, handicap, disability, or political affiliation, be excluded from participation in, be denied the benefits, or be subjected to discrimination under this MOU.
Employment. City of Thousand Oaks will ensure equal employment opportunity based on objective standards of recruitment, selection, promotion, classification, compensation, performance evaluations, and management relations, for all employees under this City of Thousand Oaks. City of Thousand Oaks 's personnel policies will be made available to VCREA upon request.
7. Standard of Performance. City of Thousand Oaks and their employees, in the performance of the work under Grant Agreement ARV-20-009, shall be responsible for exercising the DPW:940-10\ev\Council\2025\051325\Blueprint MOU Att 1.pdf
degree of skill and care required by customarily accepted good professional practices and procedures used in the grant recipient’s field.
Any costs for failure to meet the foregoing standard or to correct otherwise defective work that requires re-performance of the work, as directed by Commission Agreement Manager (CAM), shall be borne in total by City of Thousand Oaks and not VCREA. The failure of a project to achieve the performance goals and objectives stated in the Scope of Work is not a basis for requesting re-performance unless the work conducted by GCTD and/or its subcontractors is deemed by VCREA to have failed the foregoing standard of performance.
In the event City of Thousand Oaks fails to perform in accordance with the above standard:
1) City of Thousand Oaks will re-perform, at its own expense, any task which was not performed to the reasonable satisfaction of the CAM. Any work re-performed pursuant to this paragraph shall be completed within the time limitations originally set forth for the specific task involved. City of Thousand Oaks shall work any overtime required to meet the deadline for the task at no additional cost to the VCREA;
2) VCREA shall provide a new schedule for the re-performance of any task pursuant to this paragraph in the event that re-performance of a task within the original time limitations is not feasible; and
3) VCREA shall have the option to direct City of Thousand Oaks not to re-perform any task which was not performed to the reasonable satisfaction of the CAM pursuant to application of (1) and (2) above. In the event VCREA directs City of Thousand Oaks not to re-perform a task, the Energy Commission and VCREA shall negotiate a reasonable settlement for satisfactory work performed. No previous payment shall be considered a waiver of the Energy Commission's right to reimbursement.
Nothing contained in this section is intended to limit any of the rights or remedies which VCREA may have under law.
8. Retention of Records. The Recipient shall retain all project records (including financial records, progress reports, and payment requests) for a minimum of three years after the final payment has been received or three years after the federal grant term, whichever is later, unless otherwise specified in the funding Agreement.
Records for nonexpendable personal property acquired with grant funds shall be retained for three years after its final disposition or three years after the federal grant term, whichever is later.
9. Audits. Upon written request from VCREA, City of Thousand Oaks shall provide detailed documentation of all expenses at any time throughout the project. In addition, VCREA agrees to allow the Energy Commission or any other agency of the State, or their designated representative, upon written request, to have reasonable access to and the right of inspection of all records that pertain to the project during the term of this Agreement and for a period of three (3) years thereafter or three years after the federal grant term, whichever is later, unless the Energy Commission notifies VCREA, prior to the expiration of such three-year period, that a longer period of record retention is necessary. Further, VCREA agrees to incorporate an audit of this project within any scheduled audits, when specifically requested by the State.
VCREA agrees to include a similar right to audit in any subcontract.
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Grant recipients are strongly encouraged to conduct annual audits in accordance with the single audit concept. The recipient should provide two copies of the independent audit report and any resulting comments and correspondence to the CAM within 30 days of the completion of such audits.
10. Indemnification, Hold Harmless, and Waiver of Subrogation. All activities and/or work covered by this MOU will be at the risk of Subcontractor alone. To the fullest extent permitted by law, City of Thousand Oaks agrees to defend, indemnify, and save harmless the State, its officers, agents, and employees County of Ventura, which includes VCREA including its board, agencies, departments, officers, employees, agents and volunteers, against any and all claims and losses, lawsuits, accruing or resulting to VCREA and to any and all contractors, subcontractors, materialmen, laborers, and any other person, firm, or corporation furnishing or supplying work, services, materials, or supplies in connection with the performance of this Agreement, and from any and all claims and losses accruing or resulting to any person, firm, or corporation who may be injured or damaged by VCREA in the performance of this Agreement.
11. Public Works - Payment of Prevailing Wages. Generally Required by Law. Projects that receive an award of public funds from the Energy Commission often involve construction, alteration, demolition, installation, repair, or maintenance work over $1,000.
NOTE: Projects that receive an award of public funds from the Energy Commission are likely to be considered public works under the California Labor Code. See Chapter 1 of Part 7 of Division 2 of the California Labor Code, commencing with Section 1720 and Title 8, California Code of Regulations, Chapter 8, Subchapter 3, commencing with Section 16000.
Accordingly, the Energy Commission assumes that all projects it funds are public works.
Projects deemed to be public works require among other things the payment of prevailing wages.
NOTE: Prevailing wage rates can be significantly higher than non-prevailing wage rates.
By accepting this Agreement, City of Thousand Oaks as a material term of this Agreement shall be fully responsible for complying with all California public works requirements including but not limited to payment of prevailing wage. Therefore, as a material term of this Agreement, Recipient must either:
a. Proceed on the assumption that the project is a public work and ensure that:
oprevailing wages are paid; and
othe project budget for labor reflects these prevailing wage requirements; and othe project complies with all other requirements of prevailing wage law including but not limited to keeping accurate payroll records, and complying with all working hour requirements and apprenticeship obligations;
or,
b. Timely obtain a legally binding determination from California Department of Industrial Relations (DIR) or a court of competent jurisdiction before work begins on the project that the proposed project is not a public work.
NOTE: Only the California DIR and courts of competent jurisdiction have jurisdiction to issue legally binding determinations that a particular project is or is not a public work.
If City of Thousand Oaks is unsure whether the project receiving this award is a “public work” as defined in the California Labor Code, it may wish to seek a timely determination from the California DIR or an appropriate court.
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NOTE: Such processes can be time consuming and therefore it may not be possible to obtain a timely determination before the date for performance of the award commences.
If City of Thousand Oaks does not timely obtain a binding determination from DIR or a court of competent jurisdiction that the project is not a public work, before this Agreement from VCREA is executed, VCREA shall assume that the project is a public work and that payment of prevailing wages is required and shall pay prevailing wages unless and until such time as the project is subsequently determined to not be a public work by DIR or a court of competent jurisdiction.
NOTE: California Prevailing Wage law provides for substantial damages and financial penalties for failure to pay prevailing wages when payment of prevailing wages is required.
Subcontractors and Flow-down Requirements. City of Thousand Oaks shall ensure that its subcontractors, if any, also comply with above requirements with respect to public works/prevailing wage. City of Thousand Oaks shall ensure that all agreements with its contractors/subcontractors to perform work related to this Project contain the above terms regarding payment of prevailing wages on public works projects. City of Thousand Oaks shall be responsible for any failure of Recipient’s subcontractors to comply with California prevailing wage and public works laws.
Indemnification and Breach. Any failure of City of Thousand Oaks or its subcontractors to comply with the above requirements shall constitute a breach of this Agreement that excuses the VCREA’s performance of this Agreement at VCREA’s option and shall be at City of Thousand Oaks’ sole risk. In such a case, VCREA may refuse payment to City of Thousand Oaks of any amount under this Agreement and VCREA shall be released, at its option, from any further performance of this award or any portion thereof. By accepting this Agreement, and as a material term of this Agreement, City of Thousand Oaks agrees to indemnify VCREA and hold VCREA harmless for any and all financial consequences arising out of or resulting from the failure of City of Thousand Oaks and/or any of the City of Thousand Oaks’ subcontractors to pay prevailing wages or to otherwise comply with the requirements of prevailing wage law.
Budget. City of Thousand Oaks’ budget on public works projects must indicate which job classifications are subject to prevailing wage. For detailed information about prevailing wage and the process to determine if the proposed project is a public work, City of Thousand Oaks may wish to contact the California DIR or a qualified labor attorney of their choice for guidance.
Covered Trades. For public works projects, City of Thousand Oaks may contact DIR for a list of covered trades and the applicable prevailing wage.
Questions. If City of Thousand Oaks has any questions about this contractual requirement or the wage, record keeping, apprenticeship or other significant requirements of California prevailing wage law, it is recommended that City of Thousand Oaks consult DIR and/or a qualified labor attorney of its choice before accepting this Agreement.
Certification. City of Thousand Oaks shall certify to VCREA on each Payment Request Form, either that (1) prevailing wages were paid to eligible workers who provided labor for work covered by the payment request and that the City of Thousand Oaks and all contractors and subcontractors otherwise complied with all California prevailing wage laws, or (2) that the project is not a public work requiring the payment of prevailing wages. In the latter case, the City of Thousand Oaks shall provide competent proof of a DIR or court determination that the project is not a public work requiring the payment of prevailing wages.
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Prior to the release of any retained funds under this Agreement, the City of Thousand Oaks shall submit to VCREA the above-described certificate signed by the Recipient and all contractors and subcontractors performing public works activities on the project. Absent such certificate, the City of Thousand Oaks shall have no right to any funds under Grant Agreement ARV-20-009, and VCREA shall be relieved of any obligation to pay said funds.
Note: Chapter 1 of Part 7 of Division 2 of the California Labor Code, commencing with Section 1720 and Title 8, California Code of Regulations, Chapter 8, Subchapter 3, commencing with Section 16000, and DIR and Court determinations do not apply to electric vehicle purchases.
12. Assembly Bill (AB) 841 (2020). By signing Grant Agreement ARV-20-009, the City of Thousand Oaks as a material term of the Agreement shall be fully responsible for complying with this section. AB 841 (Ting, 2020) added Public Utilities Code (PUC) section 740.20, which requires Electric Vehicle Infrastructure Training Program (EVITP) certification to install EV charging infrastructure and equipment for work performed on or after January 1, 2022, subject to certain exceptions. As a policy matter, the Energy Commission is applying the EVITP certification requirements to project work funded under Grant Agreement ARV-20- 009, regardless of whether it might be performed prior to January 1, 2022, unless an exception applies.
Therefore, applying PUC 740.20 EVITP requirements to Grant Agreement ARV-20-009 means that all EV charging infrastructure and equipment located on the customer side of the electrical meter shall be installed by a contractor with the appropriate license classification, as determined by the Contractors’ State License Board, and at least one electrician on each crew, at any given time, who holds an EVITP certification. Projects that include installation of a charging port supplying 25 kilowatts or more to a vehicle must have at least 25 percent of the total electricians working on the crew for the project, at any given time, who hold EVITP certification. One member of each crew may be both the contractor and an EVITP certified electrician. The requirements stated in this paragraph do not apply to any of the following:
1) EV charging infrastructure installed by employees of an electrical corporation or local publicly owned electric utility.
2) EV charging infrastructure funded by moneys derived from credits generated from the Low Carbon Fuel Standard Program (Subarticle 7 (commencing with Section 95480) of Article 4 of Subchapter 10 of Chapter 1 of Division 3 of Title 17 of the California Code of Regulations).
3) Single-family home residential electric vehicle chargers that can use an existing 208/240-volt outlet.
13. Time is of the essence in the performance of this contract. Continuation of the MOU is subject to the appropriation of funds for such purpose by the VCREA Board of Directors. If funds to affect such continued payment are not appropriated, VCREA may terminate this project as thereby affected and City of Thousand Oaks will relieve the VCREA of any further obligation, therefore.