ATTACHMENT C
Memorandum of
Understanding
In Process
MEMORANDUM OF UNDERSTANDING
No. M-022-26
SCAG Overall Work Program (OWP) No: 225-4955.01
Federal/State Awarding Agency: United States Department of Transportation Funding Source(s): 2023 SS4A
Sub-Recipient Name: City of Victorville
Sub-Recipient’s UEI No: SB1RGMJ5U1M7
Federal Award Identification Number (FAIN): 693JJ32640422 Federal Award Date: December 13, 2023
Name of the Federal Agency: Federal Highway Administration (FHWA) Assistance Listings Title and Number: Safe Streets and Roads for All (SS4A), 20.939 Federal Award Project Description: Representing a collaboration of the jurisdictions across the six - county region, SCAG’s Regiona l Safety Action Plan will identify safety improvements for the region’s transportation network leading up to the 2028 Olympic and Paralympic Games. SCAG will inform the development of this plan with quick-build demonstrations that provide roadway improvements during the 2028 Games and supplemental planning that reache s local jurisdictions. Together, these three initiatives will support long-term investments that improve transportation safety for the region’s 19 million residents, serving as a foundation for legacy improvements following the 2028 Games.
Federal Funds Supporting the Project: $503,700
Non-Federal Funds Supporting the Project: $0
Total Funds Supporting the Project: $503,700
Amount of Sub Award (funds passed through to Sub Recipient): $373,700 ($373,700 - 2023 SS4A) Amount of SCAG Administered Technical Assistance (not passed through): $130,000 ($130,000 - 2023 SS4A)
Subaward Period of Performance Start Date: Effective date of the MOU Subaward Period of Performance End Date: June 30, 2028
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: NA
Fringe Benefits Cost Rate for the Award: NA
Subaward Project Title: City of Victorville SCP-ATS Project
Subaward Project Description: City of Victorville will utilize 2023 SS4A funding for a SCP-ATS quick- build project that will support program objectives of 2023 SS4A.
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MEMORANDUM OF UNDERSTANDING
No. M-022-26
BETWEEN THE
SOUTHERN CALIFORNIA ASSOCIATION OF GOVERNMENTS
AND CITY OF VICTORVILLE
FOR A SCP-ATS PROJECT GRANT
(SCAG Project/OWP No. 225-4955.01)
This Memorandum of Understanding (“MOU”) is entered into by and between the Southern California Association of Governments (“SCAG”) and City of Victorville (“Sub-Recipient”), for a SCP-ATS Project Grant. SCAG and Sub-Recipient may be individually referred to as “Party” and collectively as “Parties.”
RECITALS
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, SCAG’s 2024 Sustainable Communities Program – Active Transportation & Safety (“SCP- ATS”) is a grant program that provides technical assistance to support implementation of Connect SoCal by strengthening partnerships with local agencies and strategic partners who are responsible for land use and transportation decisions to help the region achieve its unified goals;
WHEREAS, SCP-ATS, which is partially funded by 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”) , which administers REAP 2.0 in accordance with Health and Safety Code sections 50515.06 t hrough 50515.10 (“Statutes”) and REAP 2.0 guidelines for MPO applicants released by HCD pursuant to the Statutes (“REAP 2.0 Guidelines”), awarded REAP 2.0 funds to SCAG;
WHEREAS, SCP-ATS is partially funded by a grant received from the California Transportation Commission (“CTC”) Active Transportation Program - Cycle 7 (“ATP Cycle 7”) and awarded by the California Department of Transportation (“Caltrans”), under Grant Agreement Numbers ATPL-6049(042) and ATPL-6049(043) and its Master Agreement Number 07-6049S21, to fund specific types of planning, non-infrastructure and quick build projects that implement regional priorities and expand the reach of regional programs;
WHEREAS, as applicable, ATP Cycle 7 grant funds are subject to applicable Caltrans requirements for architectural and engineering (A&E) projects;
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WHEREAS, SCP-ATS is partially funded by the Federal Highway Administration (“FHWA”), an agency of the U.S. Department of Transportation’s (“USDOT”) , through the Fiscal Year 2023 Safe Streets and Roads for All (“SS4A”) Grant Program, which awarded SS4A funds to SCAG to implement its Regional Safety Action Plan , to be informed by community -driven quick-build demonstrations and other safety initiatives, including awareness campaigns, community grants, and pop-up demonstrations;
WHEREAS, this MOU may be funded through various funding sources, and may be subject to requirements imposed by USDOT/FHWA, CTC/Caltrans and /or HCD (collectively, “Awarding Agencies”) as provided in Exhibit B (“Funding Requirements”);
WHEREAS, SCAG’s Regional Council adopted the SCP -ATS Program Guidelines (“Program Guidelines”) on June 6, 2024, and a competitive Call for Projects was released on July 8, 2024;
WHEREAS, SCAG’s Regional Council adopted the first revised guidelines on September 5, 2024;
WHEREAS, SCAG’s Regional Council adopted the second revised guidelines on September 5, 2025;
WHEREAS, Sub-Recipient, eligible for funds under the SCP-ATS and Program Guidelines, developed and submitted a proposed quick-build project (“Project”) for the SCP-ATS;
WHEREAS, SCAG reviewed the Project and approved the Project to receive funding after determining the Project to be consistent with the : 1) SCP-ATS Program Guidelines; 2) REAP 2.0 Statutes and Guidelines; 3) SS4A Grant Program Terms and Conditions ; and/or 4) Caltrans Local Assistance Procedures Manual (“LAPM”);
WHEREAS, Sub-Recipient will commit to the Project and provide SCAG as-needed support, cooperation, and guidance; and
WHEREAS, the purpose of this MOU is to set forth the respective roles, responsibilities and obligations of the Parties with respect to the Project.
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 be effective as of the last date on which the document is executed by all Parties (“ Effective Date”) and continue until June 30, 2028 , (“Completion Date”). Time is of the essence in the performance of services under this MOU. For this MOU, the expenditure deadline for 2023 SS4A funds is June 30, 2028.
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3. Scope of Work and Sub-Recipient’s Responsibilities
a. Sub-Recipient shall be responsible for the complete and timely performance of the Project set forth in the “Scope of Work,” attached as Exhibit A. The Project shall commence when SCAG issues a written notice to proceed.
b. Sub-Recipient shall fully comply with all Funding Requirements set forth in Exhibit B. c. Sub-Recipient shall be responsible for carrying out each of the following for the Project:
1. Fully cooperate with SCAG to procure and manage a Consultant to design and evaluate the Project.
2. Fully cooperate with SCAG and SCAG’s Consultant to support design of the Project.
3. Construction of the Project.
4. Project remains installed for a minimum of six (6) months before evaluation.
5. Fully cooperate with SCAG and SCAG’s Consultant to support evaluation of the Project.
Additional guidance on quick -build materials, designs, and project requirements can be found in the ATP Cycle 7 Guidelines and the ATP Quick-Build Supplemental Guidance.
d. Interim deliverables and tasks, including budgets and schedules, required to implement the Scope of Work shall be documented using the “Scope of Work Approval Form,” attached as Exhibit F (“SAF”). The SAF must be signed by SCAG Project Manager, SCAG Depart ment Manager, SCAG Deputy Director or their designee, and Sub-Recipient prior to the performance of the work outlined in the SAF. The SAF may be signed by way of a manual or authorized digital signature, or a signature stamp. The SAF may be used to docume nt interim deliverables and interim deliverable budgets and schedules but may not be used to modify the deliverables and budget noted in this MOU. The SAF may be amended subject to approval by SCAG. No amendment to the SAF shall be valid unless made in wri ting and signed by the Parties. If there is a conflict between the SAF and this MOU, this MOU shall prevail.
e. To design and evaluate the Project, SCAG will use $130,000 of the grant funds to procure and manage a Consultant through an on -call bench in accordance with applicable procurement requirements. For purposes of this MOU, the term “ Consultant(s)” shall hereinafter refer to all entities that SCAG procures, manages, or otherwise enters into contracts or agreements with, in furtherance of designing and evaluating the Project regardless of the timing, nature of service/work provided or type of organization.
f. To construct the Project, Sub-Recipient will use up to $373,700 of the grant funds to procure and manage a Contractor in accordance with applicable procurement requirements . For purposes of this MOU, t he term “Contractor(s)” shall hereinafter refer to all entities that Sub -Recipient procures, manages, or otherwise enters into contracts or agreements with, in furtherance of constructing the Project regardless of the timing, nature of service/work provided or type of organization. Contractor(s) does not include SCAG’s separately retained Consultants.
g. Before issuing any Invitation for Bid or other procurement(s) for construction of the Project (“IFB”), Sub-Recipient shall provide SCAG with a copy of the IFB for review and approval. In Docusign Envelope ID: F0D64BA5-5874-8197-8250-9C8BA4EE6BDB In Process
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addition, Sub -Recipient shall provide SCAG with a copy of the Contractor contract(s) and Notice(s) to Proceed within 30 days of execution or issuance of each document.
4. Project Management
a. All work under this MOU shall be coordinated with SCAG and Sub-Recipient through the Project Managers.
SCAG Sub-Recipient
Anna Van
SCAG Project Manager
(213) 236-1814
[email protected]
Harry Mayo
Senior Civil Engineer
760-243-6351
[email protected]
b. SCAG reserves the right to change this designation. Sub-Recipient reserves the right to change this designation upon written notice to SCAG.
5. Funding
a. Sub-Recipient’s total SCP -ATS award amount is $503,700 (“Grant Funds”) comprised of the following Awarding Agencies and amounts:
a. 2023 SS4A, in an amount not to exceed $503,700. Of these Grant Funds, $130,000 will be retained by SCAG to provide project technical assistance and up to $373,700 will be pass- through funding to the Sub-Recipient.
b. Total costs incurred for Consultant ’s services, if any, and Sub-Recipient’s construction of the Project shall not exceed the Grant Funds. SCAG shall not be obligated to make payments for any costs that exceed the Grant Funds. SCAG shall not be obligated to pay for any increase in costs which exceeds the budget included in this MOU.
c. SCAG shall make payments to Sub-Recipient only for work performed as part of the Scope of Work, as outlined in the most current fully executed SAF, consistent with the Program Guidelines and Awarding Agencies funding requirements.
d. SCAG reserves the right, in its sole discretion, to discontinue funding the Project 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 SCAG, the Awarding Agencies, State or Federal authorities or cognizant agencies, their designees, or any other duly authorized agenc ies, to be ineligible or otherwise unallowable, shall 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 SCAG, the Awarding Agencies, State or Federal authorities or cognizant agenc ies, their designees, or any other duly authorized agencies. Should Sub-Recipient fail to reimburse unallowable costs due to SCAG within thirty Docusign Envelope ID: F0D64BA5-5874-8197-8250-9C8BA4EE6BDB In Process
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(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. SCAG’s contribution to the Project shall be made on a reimbursement basis to Sub-Recipient.
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 this MOU and the most current fully executed SAF. All invoices submitted to SCAG for payment shall be e -mailed to [email protected] (file cannot exceed 10MB) and copy the SCAG Program Manager. On all invoices submitted to SCAG for the Project, the Project Number (OWP No. 225- 4955.01) shall be referenced.
b. Invoices shall be submitted promptly, no later than sixty (60) days after the date services are completed and accepted. Sub-Recipient shall submit an invoice to SCAG using the electronic “Invoice Template” in accordance with the invoice submittal instructions and requirements noted in Exhibit C. Invoices must be submitted in both PDF format and Excel file format. Invoices shall contain sufficient information to confirm that the services have been performed and can be paid.
As noted in the Invoice Template, all invoiced costs must be substantiated by providing documented support for the expense incurred, such as copies of payroll reports, paid invoices, associated deliverables, and proof of payment. The invoice shall include, in narrative form, a description of services performed by the Sub-Recipient’s staff and Contractor as well as progress toward completion of tasks related to the Project for the invoiced period. The invoice shall be signed by the Sub -Recipient. SCAG shall review invoices for compliance wi th this MOU. If SCAG determines that an invoice is compliant with this MOU, SCAG shall approve the invoice and issue payment to the Sub-Recipient. If SCAG determines that an invoice is not compliant with this MOU, SCAG may withhold and/or off-set future payments(s) to the Sub-Recipient.
c. SCAG shall reimburse the Sub-Recipient as promptly as SCAG’s fiscal procedures permit, using Electronic Fund Transfer, available at: ACH Vendor Payment Authorization Form, upon receipt of itemized invoices submitted in accordance with this MOU. The Sub-Recipient shall complete the ACH Vendor Payment Authorization Form and email it to [email protected], prior to executing this MOU.
d. Only construction and construction material costs are reimbursable. Costs incurred outside of the approved procurement for construction must be approved in advance by SCAG to be eligible for reimbursement. Subrecipient labor and overhead costs are not reimbursable under this MOU.
7. Reporting
a. At any time during the term of this MOU, SCAG may request additional information, as needed, to demonstrate satisfaction of all requirements identified in the MOU and the most current fully executed SAF.
b. Sub-Recipient shall submit quarterly progress reports that include, in narrative form, a description of services performed by Sub-Recipient’s staff and Contractor(s)’ staff along with progress toward the completion of Project-related tasks.
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c. If Sub -Recipient elects to design and evaluate the Project , Sub-Recipient may be required to provide additional progress reports during the design and evaluation of the Project.
d. Within 30 days following the completion of the Project, Sub-Recipient shall submit a Project Completion Report in a format reasonable acceptable to SCAG’s Project Manager. The Project Completion Report shall include photographs of project layouts and a narrative on project outcomes and lessons learned.
e. All reports submitted to SCAG shall reference the OWP Project Number (OWP No. 225-4955.01).
8. Accounting
a. Sub-Recipient shall establish and maintain an accounting system and reports that proper ly accumulate incurred Project costs by line. The accounting system shall conform to Generally Accepted Accounting Principles (“GAAP”), enable the determination of incurred costs as interim points of completion, and provide support for payment vouchers and invoices.
b. Sub-Recipient shall establish a separate ledger account for receipts and expenditures of Grant Funds and maintain expenditure details in accordance with the Scope of Work as outlined in the most current fully executed SAF.
c. Sub-Recipient shall maintain documentation of its normal procurement policy and competitive procurement bid process and completed procurements, and financial records of expenditures incurred during the course of the Project in accordance with GAAP.
d. Sub-Recipient agrees that (1) the Contract Cost Principles and Procedures, 48 Code of Federal Regulations (CFR), Federal Acquisition Regulations System, Chapter 1, Subchapter E, Part 31, et seq. (Office of Management and Budget Circular A-87 Revised, “Cost Principles for State, Local, and Indian Tribal Governments), 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, and applicable ATP program cost guidance shall be used to determine the acceptabil ity of individual project cost items; and (2) all parties shall comply with Federal administrative procedures in accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. Sub-Recipient and every Contractor receiving Project funds under this MOU shall comply with Federal administrative procedures in accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards.
9. RESERVED
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. Work Product s includes all deliverables, inventions, innovations, improvements, or other works of authorship , the Sub-Recipient or its Contractor(s) may conceive of or develop in the course of this MOU, whether or not they are eligible for patent, Docusign Envelope ID: F0D64BA5-5874-8197-8250-9C8BA4EE6BDB In Process
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copyright, trademark, trade secret or other legal protection. Work Products shall not include real property or capital improvements, both interim and permanent.
b. If Sub-Recipient elects to design the Project, Work Products shall not include plans, specifications, and estimates (PS&E) package that are developed by the Sub-Recipient. However, Work Product shall include all technical reports , studies, research, analysis, investigation s, and data that are authored by Sub-Recipient.
c. SCAG shall own all Work Products and may, at its sole discretion, grant to Sub-Recipient a perpetual royalty-free, non-assignable, non-exclusive and irrevocable license to reproduce, publish or otherwise use Work Products related to the Project and developed as part of this MOU; provided, however, that any reproduction, publishing, or reuse of the Work Products will be at Sub-Recipient’s sole risk and without liability or legal exposure to SCAG.
11. Amendments
No amendment or variation of the terms of this MOU shall be valid unless made in writing and signed by the Parties. If an amendment is to become effective before the date of full execution by the Parties, the effective date of such amendment shall be no earlier than the date that SCAG received the request.
12. Notices
Any notice or notices required or permitted to be given pursuant to this MOU may be personally served on the other Party by the Party giving such notice, or may be served by certified mail, return receipt requested, to the following addresses:
SCAG Sub-Recipient
Cindy Giraldo
Chief Financial Officer
Southern California Association of Governments
900 Wilshire Blvd., Suite 1700
Los Angeles, CA 90017
(213) 630-1413
[email protected]
Fredy Bonilla
City Engineer
City of Victorville
14343 Civic Drive PO Box 5001
Victorville, CA 92393-5001
760-955-5170
[email protected]
The Parties reserve the right to change this designation.
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, excluding the design and evaluation of the Project. 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 $1,000,000 per occurrence,
$2,000,000 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-
Recipient 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.
Builders Risk Upon commencement of
construction and with
approval of SCAG, Sub-
Recipient shall obtain and
maintain builder’s risk
(course of construction) for
the entire duration of the
Project. Not required for
Projects without
construction.
Sub-Recipient shall purchase and maintain
property insurance written on a builder’s risk
“Special Form Cause of Loss” or equivalent
policy form in an amount not to exceed amount
of the Contract, plus the cost of materials supplied
or installed by others on a full replac ement 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 materia ls, required to
complete the Project that has been delayed due to
unexpected physical damage and include, but are
not limited to, the following: legal/accounting
fees, design or other professional fees, financing
costs, taxes, general administration, lease
expenses, permit fees and insurance premiums.
This insurance shall include the interests of the
Additional Insureds as named below, Sub-
Recipient and the Contractors of every tier on the
Project as insureds. The insurance shall cover
without limitation, l oss or damage to the Work
arising from the perils covered under “ Special
Form Cause of Loss” form coverage including,
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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 Contractors 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 po licies of insurance
covering the Work or the property of the Sub-
Recipient or Contractor shall be endorsed to
provide a waiver of subrogation in favor of the
Additional Insureds identified below, Sub-
Recipient and all Contractors of every tier.
Further, Sub-Recipient hereby releases, and shall
cause its Contractors to release, the Indemnitees
identified in section 14 from any and all claims,
losses and damages caused by fire or other perils
covered by the Builders Risk “Special Form
Cause of Loss” insurance. There shall be no
deductible or self -insured ret ention exceeding
$10,000.00 p er loss, other than earthquake or
flood which may have deductible or self -insured
retentions not exceeding $50,000.00. The policy
may have sublimits not less than the following:
Earthquake $5,000,000.00 Flood $1,000,000.00
Pollution Liability Coverage shall provide for
liability arising out of
sudden, accidental, and
gradual pollution, and
remediation. Not required
for Projects without
construction.
The policy limit shall be no less than $1,000,000
per claim and in the aggregate. All activities
contemplated in this MOU shall be specifically
scheduled on the policy as “covered operations.”
The policy shall provide coverage for remediation
of the site i n the event of an environmental
contamination event arising out of the materials,
supplies, products, work, operations, or
workmanship.
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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 Contractors, the Policy must include
work performed “by or on behalf” of the insured.
Policy shall contain 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, a gents, 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 MOU are sufficient to cover the indemnity or other obligations of Sub-Recipient under this MOU.
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 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.
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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 Contractor(s) provide the same minimum insurance coverage and endorsements required of Sub -Recipient. Sub -Recipient agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Section. However, in the event Sub -Recipient’s Contractor(s) cannot comply with this requirement, which proof must be submitted to SCAG, Sub- Recipient shall be required to ensure that its Contractor(s) provide and maintain insurance coverage and endorsements sufficient to the specific risk of exposure involved with Contractor(s) scope of work and services, with limits less than required of the Sub -Recipient, but in all other terms consistent with the Sub-Recipient’s requirements under this MOU. This provision does not relieve Sub-Recipient of its contractual obligations under the MOU and/or limit its liability to the amount of insurance coverage provided by its Contractor(s). This provision is intended solely to provide Sub-Recipient with the ability to utilize Contractor(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 Contractor(s). Sub-Recipient agrees that upon request, all agreements with Contractor(s) will be submitted to SCAG for review.
14. Indemnification
a. Sub-Recipient assumes all risk of injury to its employees, agents, and Contractor(s), including any loss or damage to property, in connection with this MOU.
b. When the law establishes a professional standard of care, Sub-Recipient shall, to the fullest extent permitted by law, indemnify, defend, and hold harmless SCAG, its members, officers, employees, and agents from all allegations, claims, liabilities, damages, and expenses, including attorney’s fees arising out of or related to the Project or this MOU. If Sub-Recipient elects to design and evaluate the Project , Sub -Recipient shall be solely responsible and liable for all design and evaluation activities along with the accuracy and completeness of any design and evaluation deliverables.
c. For all other services, Sub-Recipient shall indemnify, defend, and hold harmless SCAG, its members, officers, employees, and agents from all allegations, claims, liabilities, damages, and expenses, including attorneys’ fees, arising out of or related to the Project or this MOU, except to the extent caused by the intentional or willful misconduct of SCAG.
d. Sub-Recipient shall indemnify, defend, and hold harmless SCAG, its members, officers, employees, and agents from any allegations, claims, liabilities, damages, and expenses, including attorneys’ fees, arising out of or related to any Intellectual Property or Work Produc ts provided under this MOU that infringes or misappropriates the rights of any third party, including without Docusign Envelope ID: F0D64BA5-5874-8197-8250-9C8BA4EE6BDB In Process
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limitation any patent, copyright, trade secret, or trademark right.
e. These indemnification obligations in this Section are independent of any insurance coverage and are not limited by any insurance policy limits.
15. Disputes
Any dispute concerning a question of fact arising under this MOU that is not disposed of by agreement shall be decided by SCAG’s Project Manager who may consider any written or verbal evidence submitted by Sub-Recipient. The decision of the Project Manager , issued in writing, shall be conclusive and binding on the Parties on all questions of fact considered and determined by the Project Manager. Neither the pending of a dispute nor its consideration by the Project Manager will excuse Sub-Recipient from full and timely performance in accordance with the terms of this MOU.
16. Noncompliance
a. In the event of nonperformance or noncompliance with any requirement of this MOU, including but not limited to Project eligibility, schedule, deliverables, or milestone timelines, as outlined in the most current fully executed SAF, SCAG may terminate this MOU and require repayment of Grant Funds, including all applicable Consultant fees related to the Project.
b. Notwithstanding the provisions set forth above, or any other provision contained in this MOU, no remedy conferred by any of the specific provisions of this MOU or in the most current fully executed SAF, 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 Funding . In the event an Awarding Agency terminates or cancels funding to SCAG that supports this MOU, whether in whole or in part, SCAG reserves the unilateral right to terminate this MOU immediately upon written notice to Sub - Recipient. In such event, this MOU shall be deemed terminated and SCAG shall be relieved of any and all obligation under this MOU as of the effective date of the Awarding Agency’s termination or cancelation of funding. In the event an Awarding Agency reduces funding to SCAG, SCAG shall have the unilateral right to stop work, proportionally reduce funding to Sub-Recipient, or terminate this MOU, in whole or in part, upon written notice to Sub-Recipient.
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 incurring any additional obligation costs or expenses except as may be necessary to terminate its activities or the activities of its Contractor(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, Docusign Envelope ID: F0D64BA5-5874-8197-8250-9C8BA4EE6BDB In Process
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including any costs associated with Contractor(s). In such event, all finished or unfinished Work Products shall be provided to SCAG.
c. Termination for Cause. If through any cause, either Party shall fail to timely and adequately fulfill its obligations under this MOU, or if either Party violates any of the covenants, terms, or stipulations of this MOU, the non-breaching Party shall thereupon have the right to terminate the MOU by giving not less than ten (10) calendar days written notice to the breaching Party of the intent to terminate and specifying the effective date thereof. The non-breaching Party shall provide a reasonable 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, Sub -Recipient shall reimburse SCAG for all funds provided for the Project and all finished or unfinished Work Products shall be provided to SCAG at its option.
18. Records Retention
a. Subject to longer retention periods in the Funding Requirements, Sub-Recipient and its Contractor(s) shall maintain and make available, in accordance with Section 19 of this MOU, all source documents, books and records connected with the Project, documentation of its normal procurement policy and competitive procurement bid process and completed procurements related to the Project, all work performed under this MOU, all evidence of environmental clearance, and evidence demonstrating the funding was used for the appropriate purposes for a minimum of five (5) years after termination of this MOU. Wherever practicable, such records should be collected, transmitted, and stored in open and machine-readable formats.
b. Subject to longer retention periods in the Funding Requirements, if any litigation, claim, negotiation, audit, monitoring, inspection, or other action has been started before the expiration of the required record retention period, all records shall be retained and made available by Sub - Recipient and its Contractor(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) termination of this MOU, whichever is later.
19. Monitoring and Audits
a. SCAG may monitor expenditures and activities of Sub-Recipient and its Contractor(s) as SCAG deems necessary to ensure compliance with the MOU and the Funding Requirements of the Awarding Agencies including but not limited to the LAPM, 2 CFR Part 200, and 48 CFR Part 31, as applicable.
b. At any time during the term of this MOU, SCAG, the Awarding Agencies , State or Federal authorities or cognizant agenc ies, their designees, or any other duly authorized agencies may perform or cause to be performed a financial audit of any and all phases of the Project. 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, the Awarding Agencies, State or Federal authorities or cognizant agencies, their designees, or any other duly authorized agencies shall have the right to review, obtain, and copy all records and supporting documentation related to the performance of this Docusign Envelope ID: F0D64BA5-5874-8197-8250-9C8BA4EE6BDB In Process
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MOU. Sub-Recipient agrees to provide any relevant information requested. Copies shall be made and furnished upon request at no cost.
d. If Sub -Recipient elects to design and evaluate the Project, Sub -Recipient may be subjected to additional monitoring during the design and evaluation of the Project.
e. Sub-Recipient agrees to permit SCAG, the Awarding Agencies , State or Federal authorities or cognizant agencies, their designees, or any other duly authorized agencies 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 materia l that may be relevant to a matter under investigation for the purpose of determining compliance with this MOU, the Program Guidelines, the Funding Requirements of the Awarding Agencies, or applicable state and federal laws, rules , and regulations.
f. If there are audit findings from any audit, Sub -Recipient must submit a detailed response acceptable to SCAG for each audit finding within ninety (90) days of the audit finding report.
20. RESERVED
21. Compliance with Laws, Rules, and Regulations
Sub-Recipient agrees to comply with all applicable federal and state laws (as set forth in the Funding Requirements) local laws, ordinances, codes and regulations and orders of public authorities as well as all applicable legal authority regarding construction standards.
22. Public Works and Construction
Without limiting the generality of Section 2 1, 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 Project 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 Contractor(s) will perform services that require payment of prevailing wages, they are required to register with the California Department of Industrial Relations Docusign Envelope ID: F0D64BA5-5874-8197-8250-9C8BA4EE6BDB In Process
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(“DIR”) in order to be compliant with the law. Neither Sub-Recipient nor its Contractor(s) may work on a public works project without a current and active DIR registration.
iv. In the event that Sub-Recipient or its Contractor(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 Contractor(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 Contractor(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 Contractor(s) to comply with the provisions of California Labor Code Sections 1775 et seq. Sub-Recipient agrees to ensure compliance with Labor Code Section 1776 regarding retention and inspection of payroll records and noncompliance penalties, Labor Code Section 1777.5 regarding employment of registered apprentices, and Labor Code Section 1813 regarding forfeiture for violations of the maximum hours per day and per week provisions contained in the same chapter.
b. Sub-Recipient shall comply with all applicable federal, state, and local procurement requirements for public works and 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 Project shall be administered and managed by Sub -Recipient.
Sub-Recipient shall prepare or have prepared a detailed schedule of performance for the Project, 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 Project, including those necessary to perform design, construction, operation and maintenance, and to comply with all California Environmental Quality Act (CEQA) and National Environmental Policy Act (NEPA) requirements applicable to the Project. Sub-Recipient shall pay all charges and fees and give all notices necessary or incidental to the Project.
e. Sub-Recipient shall prepare, or have prepared, all plans, specifications and estimates for the Project and ensure that the Project complies 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 Project, including but not limited to performing necessary environmental assessments/review of environmental hazard reports, Docusign Envelope ID: F0D64BA5-5874-8197-8250-9C8BA4EE6BDB In Process
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conducting engineer/geotechnical review, commissioning title reports to identify and evaluate the condition of title and encumbrances on the subject property , including but not limited to any covenants conditions and restrictions, 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 Project after completion.
SCAG shall not be responsible for ongoing maintenance of the Project after completion.
23. Conflict of Interest
The Parties shall comply with all applicable Federal and State conflict of interest laws, regulations , and policies.
24. Independent Contractor
Sub-Recipient and its Contractor(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
a. Subject to any provisions of law, including but not limited to the California Public Records Act, any Work Product or materials deemed confidential by either Party shall be held confidential by the receiving Party who shall safeguard such confidential materials from unauthorized disclosure, using the same standard of care to avoid disclosure as the receiving Party treats its confidential information, but in no case less than reasonable care. Nothing furnished to either Party which is otherwise known or is g enerally known, or has become known, to the related industry shall be deemed confidential.
b. Sub-Recipient shall not release any information or Work Product s 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 Docusign Envelope ID: F0D64BA5-5874-8197-8250-9C8BA4EE6BDB In Process
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authorization of SCAG, except as provided under this MOU or as required by law (including, without limitation, pursuant to the California Public Records Act).
c. All public-facing communications materials relating to this MOU , or its subject matter , shall acknowledge SCAG. Communications materials include, but are not limited to, site signage, printed information materials, print and online publications, websites, advertisements, video, public service announcements, social media postings, events, media advisories, news releases, and all other related materials.
d. To ensure consistency of public information about SCAG programs and funded work products, Sub-Recipient is required to notify and coordinate with SCAG Project Manager who will coordinate with SCAG’s Manager of Media & Public Affairs or a specified designee on any media inquiries or plans for proactively providing information to media outlets.
e. All communication materials must be provided to SCAG Project Manager prior to completion so that inclusion of this element can be confirmed.
27. Non-Exclusivity
Nothing herein is intended nor shall be 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.
28. Severability
If any provision of this MOU is held to be illegal, invalid, or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it legal, valid, and enforceable, and the legality, validity, and enforceability of the remaining provisions shall not be affected thereby.
29. Survival
The following sections survive expiration or termination of this MOU:
Section 5 (Funding)
Section 10 (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)
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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 Contractor(s), and Sub-Recipient shall be fully responsible for monitoring and ensuring compliance with these provisions.
Exhibit B (Funding Requirements)
Section 5.e. (Funding – repayment of ineligible costs)
Section 6 (Invoices)
Section 7 (Reporting)
Section 8 (Accounting)
Section 10 (Work Products)
Section 13 (Insurance)
Section 14 (Indemnification)
Section 18 (Records Retention)
Section 19 (Monitoring and Audits)
Section 21 (Compliance with Laws, Rules, and Regulations) Section 22 (Public Works and Construction)
Section 23 (Conflict of Interest)
Section 24 (Independent Contractor)
Section 25 (Assignment)
Section 26 (Release of Information)
Section 33 (Standard of Care)
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
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in accordance with generally accepted industry standards, practices, and principles applicable to such work. If Sub-Recipient elects to design and evaluate the Project, such services shall be performed in accordance with professional standards of care applicable to licensed design professionals in California.
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.
36. Execution
This MOU, or any amendments related thereto, may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.
The signature page of this MOU or any amendments may be executed by way of a manual or authorized digital signature. Delivery of an executed counterpart of a signature page to this MOU or an amendment by electronic transmission scanned pages shall be deemed effective as a delivery of a manually or digitally executed counterpart to this MOU or any amendment.
37. Authority
Sub-Recipient warrants and certifies that it possesses the legal authority to execute this MOU and to undertake the Project, and , if applicable, that a resolution, motion, or similar action has been fully adopted or passed, as an official act of Sub-Recipient's governing body, authorizing receipt of the Grant Funds, and directing and designating the authorized representative(s) of Sub-Recipient to act in connection with the Project and to provide such additional information as may be required by SCAG.
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SIGNATURE PAGE TO
MEMORANDUM OF UNDERSTANDING
No. M-022-26
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: _______________________________________________ _________________ Richard Lam Date
Senior Deputy Legal Counsel
City of Victorville (“Sub-Recipient”)
By: _______________________________________________ _________________ Elizabeth Becerra Date
Mayor
By: _______________________________________________ _________________ Jennifer Thompson Date
Victorville City Clerk
By: _______________________________________________ _________________ Sandra Bostick Date
Victorville Risk Manager
APPROVED AS TO FORM:
By: _______________________________________________ _________________ Andre de Bortnowsky Date
Victorville City Attorney
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EXHIBIT A
SCOPE OF WORK & BUDGET
Sub-Recipient: City of Victorville
Project Title: La Paz Dr. / Seneca Rd. Traffic Circle
Project Description:
The project will improve safety at an intersection in the city by reducing vehicular speeds and increasing connectivity for people walking. Quick-build materials will support elements including a traffic circle, protected crosswalks, pedestrian islands/refuge, signage for wayfinding, and road markings.
Project involves installation of a rubberized traffic circle, street markings, and wayfinding with no changes to concrete/asphalt.
Total Grant Funds: $503,700
Total Amount of Sub-Award: $373,700
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EXHIBIT B
FUNDING REQUIREMENTS
Sub-Recipient shall comply with all relevant federal, state, and local requirements, including cost principles, procurement standards, and environmental regulations. If a conflict arises between federal and state regulations, laws, or policies, federal law takes precedence and supersedes state law . Similarly, if a state regulation or policy conflicts with applicable federal laws, statutes, or regulations, the federal requirement must be followed. In some cases, the state may impose more stringent standards than federal (i.e. environmental regulations), which is generally allowable, provided they do not directly contradict or frustrate the objectives of the federal legislation.
I. GENERAL FEDERAL REGULATIONS
Sub-Recipient must comply with all applicable federal requirements governing federal assistance, including:
a. Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards under 2 CFR Part 200 and 48 CFR Part 31, including reporting obligations under 2 CFR Part 200, access related to books, records, and facilities for audits under 2 CFR 200.337, and Cash Management Requirements under 2 CFR 200.305
b. Labor and fair employment standards, including requirements related to Disadvantaged Business Enterprises (DBE) under 49 C.F.R. Part 26;
c. Prevailing Wage requirements under 29 CFR Part 3;
d. Environmental Compliance including, as applicable, the National Environmental Policy Act (42 U.S.C. 4321, et seq.), the Clean Air Act (42 U.S.C. 7401, et seq.), and the Clean Water Act (33 U.S.C. 1344);
e. Compliance with drug-free workplaces under 49 CFR Part 32; and f. All certifications related to:
1. Non-Discrimination (Title VI of the Civil Rights Act of 1964 and 49 CFR Part 21)
2. Debarment and Suspension (2 CFR Part 180, Part 1532);
3. Lobbying Restrictions (2 CFR Part 34; 31 U.S.C. § 1352);
4. Trafficking Victims Protection Act of 2000 (as amended) compliance;
5. Prohibition on Covered Telecommunications Equipment (2 CFR §200.216);
6. Domestic Preferences (2 CFR §200.322); and
7. Procurement of Recovered Materials (2 CFR §200.323)
g. Sub-Recipient shall require its Contractor(s) to abide by the Federal Requirements set forth here and throughout this MOU.
II. GENERAL PROJECT REQUIREMENTS
a. Procurement. 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. These include the following:
1. 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 Docusign Envelope ID: F0D64BA5-5874-8197-8250-9C8BA4EE6BDB In Process
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this MOU, Sub-Recipient shall provide information to the SCAG Project Manager and obtain SCAG Project Manager’s written approval on any final RFP prior to its issuance.
SCAG may require documentation of RFPs and Notices to Proceed before approval of invoice reimbursement.
2. Sub-Recipient shall be accountable to SCAG and the Awarding Agencies to ensure Contractor’s performance. Sub -Recipient’s Project Manager shall be responsible for final approval of Contractor’s deliverables consistent with the Scope of Work as outlined in the most current fully excecuted SAF ; provided, however, that prior to approving a deliverable from the Contractor, Sub -Recipient’s Project Manager shall consult with SCAG’s Project Manager.
3. 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.
4. Sub-Recipient shall not be authorized to direct any additional work by the Contractor or cause any increase in the Contractor costs without SCAG’s prior written approval.
In the event that Sub -Recipient or its Contractor proposes an amendment to the Contractor’s contract which changes the terms of Contractor’s contract with Sub - Recipient, including but not limited to, increases the value of the contract amount and/or modifies the Scope of Work as outlined in the most current fully executed SAF, Sub-Recipient shall notify SCAG’s Project Manager in writing prior to execution of such amendment, provide SCAG with copy of the amendment and obtain SCAG’s written approval. SCAG may propose an amendment to this MOU, if necessary, consistent with any executed amendments to the Contractor contract.
5. Sub-Recipient shall be accountable to SCAG and the Awarding Agencies to ensure Contractor(s)’ performance. Sub-Recipient’s Project Manager shall be responsible for final approval of Contractor(s)’ deliverables consistent with the Scope of Work , as outlined in the most current fully executed SAF ; provided, however, that prior to approving a deliverable from the Contractor(s), Sub-Recipient’s Project Manager shall consult with SCAG’s Project Manager.
b. Licenses. Sub-Recipient agrees to obtain and maintain the required licenses, permits, and all other appropriate legal authorizations from all applicable federal, state and local jurisdictions, and pay all applicable fees. Sub -Recipient further agrees to immediately notify SCAG in writing of any change in its licensing status which has a material impact on the Sub-Recipient’s performance under this MOU.
c. Reporting. Sub -Recipient shall submit reports to SCAG as outlined in Exhibit A Scope of Work, as outlined in the most current fully executed SAF . Unless otherwise stated herein, all reports shall be submitted electronically to the SCAG Project Manager (“SCAG PM”) at intervals determined by SCAG PM. If the reports are too large to be attached via email, the reports shall be submitted via a file-sharing site that allows SCAG to access and download the files. SCAG reserves the right to review, comment, and request changes to any report produced as a result of this MOU.
d. No Conflict of Interest. Sub-Recipient, in performing all tasks set forth in Exhibit A Scope of Work, as outlined in the most current fully executed SAF , warrants that it has no business, professional, personal or other interest that would conflict in any manner or degree with the performance of its obligations under this MOU. Sub -Recipient must immediately inform SCAG in writing of any actual or potentia l conflict of interest arises during the term of this Docusign Envelope ID: F0D64BA5-5874-8197-8250-9C8BA4EE6BDB In Process
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MOU. SCAG may, in its sole judgment, terminate this MOU immediately upon written notice to Sub-Recipient.
e. Standards of Performance. Sub-Recipient shall be responsible for exercising the degree of skill and care customarily required by accepted professional practices and procedures subject to SCAG’s final approval which SCAG will not unreasonably withhold. Any costs incurred due to the failure to meet the foregoing standards, or otherwise defective services which require re- performance, as directed by SCAG, shall be the responsibility of Sub -Recipient. If Sub- Recipient is deemed by SCAG to have failed the foreg oing standards of performance, SCAG may request re-performance.
f. Pass-Through. Sub -Recipient shall require its subrecipients, if any, to abide by the Project Requirements set forth in this MOU.
III. FEDERAL REQUIREMENTS AND CERTIFICATIONS
This MOU is funded, in whole or in part, by an USDOT award to the SCAG. Information on the award may be found at SS4A FY23 Terms and Conditions and made a part herein by this reference. As such, Sub-Recipient shall fully comply with all applicable federal rules, regulations, and requirements, including, but not limited to, the following:
a. Procurement Requirements . As a federal funded project, Sub-Recipient shall conduct all procurements in strict compliance with:
1. Title 2 Code of Federal Regulations Part 200 (2 CFR Part 200), including Subpart D (Post Federal Award Requirements) and Subpart E (Cost Principles) b. SS4A Requirements . Sub-Recipient, and its Contractor(s) must fully adhere to the SS4A program requirements set forth by USDOT pursuant to the Infrastructure Investment and Jobs Act (IIJA) Section 24112 and align its performance with the specific requirements listed in the “FY 2023 Notice of Funding Opportunity (NOFO) for Safe Streets and Roads for All.” c. Delinquent Tax Liability and Felony Convictions . Sub-Recipient warrants that federal funds will not be used for contracts with corporations having unpaid Federal tax liability or recent felony convictions under the Consolidated Appropriations Act, 2023. d. Anti-Kickback and Fraud . Sub -Recipient warrants compliance with the Copeland Anti - Kickback Act under 18 U.S.C. 874 and 40 U.S.C. 3145 and Whistleblower Protection under 41 U.S.C. 4712, which prohibits retaliation for disclosing gross mismanagement or violations of law.
e. Banning Text Messaging While Driving . Pursuant to Executive Order 13513, Sub -Recipient must adopt policies to prohibit texting while driving on official business. f. Quarterly Reporting . Sub -Recipient shall comply with the Quarterly Progress Reports requirement submitted in the specific format and with the content described in Exhibit D, which was designed specifically for the SS4A grant program. g. Debarment and Suspension . Sub-Recipient shall fully comply with 2 CFR Part 180, as supplemented by 2 CFR Part 1532 and Executive Order 12549. Sub -Recipient certifies that neither it, nor any of its Contractor(s) is or has been debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions, as they are defined in 2 CFR Parts 180 and 1200, by any Federal agency or department and is: not presently excluded or disqualified, as those terms are defined in 2 CFR § 180.110; not convicted within the preceding three years of any of the offenses listed in 2 CFR § 180.800(a) or had a civil judgment rendered against it for one of those offe nses within that time period; not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or local) with commission of any of the offenses listed in 2 CFR § 180.800(a); or not had one Docusign Envelope ID: F0D64BA5-5874-8197-8250-9C8BA4EE6BDB In Process
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or more public transactions (Federal, State, or local) terminated within the preceding three years for cause or default. Sub-Recipient acknowledges that failing to disclose the information required under 2 CFR § 180.355 may result in the delay or negation of this MOU or pursuance of legal remedies, including suspension and debarment.
h. New Restrictions on Lobbying. Sub-Recipient certifies its compliance with Title 2 CFR Part 34, New Restrictions on Lobbying. No appropriated funds may be expended by the Sub - Recipient of a Federal contract, grant, loan, or cooperative agreement to pay any person for influencing or at tempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any of the following covered Federal actions: the aw arding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. i. Trafficking Victims Protection Act of 2000 . Sub-Recipient, and any of its subrecipients and Contractor(s) paid with SS4A funds , shall comply with the provisions of the Trafficking Victims Protection Act of 2000, (See 22 USC 7104 et seq.; and specifically 7104(g)), as amended, Prohibition On Covered Telecommunications Equipment . Sub -Recipient is prohibited from obligating or expending loan or grant funds to: Procure or obtain covered telecommunications equipment or services; Extend or renew a contract to procure or obtain covered telecommunications equipment or services; or Enter into a contract (or extend or renew a contract) to procure or obtain covered telecommunications equipment or services, as those terms are defined in 2 CFR §200.216.
j. Domestic Preferences (“Buy America”). Sub-Recipient must, to the greatest extent practicable and consistent with law, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products), as those terms are defined in 2 CFR §200.322.
k. Audit Requirements. During the term of the MOU, and for a period of three (3) years from the date of MOU expiration, and if requested in writing by SCAG, Sub -Recipient shall allow SCAG or the Comptroller General of the United States, their designated representatives and/or the cognizant Federal Audit Agency access during normal business hours to all records and reports related to the work performed under this MOU. Sub -Recipient assumes sole responsibility for reimbursement to USDOT, a sum of money equivalent to the amount of any expenditures disallowed should the Auditing Agencies rule through audit exception or some other appropriate means that expenditures from funds allocated to the Sub-Recipient were not made in compliance with the applicable cost principles as contained in 2 CFR Part 200 Subpart E, or the provisions of this MOU. Through the term of this MOU, and if applicable and if Sub- Recipient expended One Million Dollars ($1,000,000) or more in a fiscal year in Federal Awards, Sub-Recipient shall have a single or program-specific audit conducted in accordance with the requirements of 2 CFR Part 200 Subpart F.
l. Federal Property Disposition Conditions. The disposition of equipment funded in whole or in part with Federal funds, when it is no longer needed for the original project, program, or for other activities currently or previously supported by a Federal agency, must comply with local, state and federal regulations, including 2 CFR § 200.313 as amended. Pursuant to the federal property disposition conditions, Sub -Recipient agrees to report to SCAG, every 2 years after the conclusion of the MOU term, information relating to the equipment, until the equipment’s fair market value drops below $10,000 or until the equipment is no longer used in accordance Docusign Envelope ID: F0D64BA5-5874-8197-8250-9C8BA4EE6BDB In Process
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with the purpose of this MOU. Information to be reported shall include: the serial number or another identification number, the fair market value at the time of the report, location, use and condition of the equipment. Sub -Recipient shall also notify SCAG within thirty (30) days of the equipment’s sale or transfer. The requirements of this provision shall survive the expiration of this MOU.
m. Intellectual Property Rights . The Parties’ rights to all intangible property made under this MOU, including copyrights, trademarks, patents, and inventions, shall be in accordance with 2 CFR §200.315 and 37 CFR Part 401, and any applicable federal regulations. In addition, Sub-Recipient agrees to the following:
1. Rights of Technical Data – The United States Government and SCAG shall have the unlimited right to use technical data, including material designated as a trade secret, resulting from the performance of services by Sub -Recipient under this MOU. Sub - Recipient shall have the right to use technical data for its own benefit.
2. Copyright – Sub-Recipient agrees to grant the United States Government and SCAG a royalty-free, nonexclusive, irrevocable right to reproduce, translate, publish, use, and dispose of all copyrightable material first produced or composed in the performance of this MOU.
n. NEPA Requirements. Sub-Recipient is responsible for ensuring compliance with applicable National Environmental Policy Act (NEPA) requirements, including, as applicable, serving as the implementing agency for environmental approval(s).
o. Nondiscrimination. In the performance of this MOU, Sub -Recipient must not unlawfully discriminate, harass or allow harassment, against any employee or applicant for employment on the basis of race, religious creed, color, national origin, ancestry, sex, sexual orientation, age, mental status, medical condition, physical or mental disability, or allow unlawful denial of family and medical care leave, denial of pregnancy disability leave, or reasonable accommodations. Sub-Recipient must comply with the provis ions of the Fair Employment & Housing Act (Government Code § 12900 et seq.), Title VI of the Federal Civil Rights Act of 1964 (P.L. 88 -352), Section 504 of the Rehabilitation Act of 1973, the Americans with Disability Act (42 USC 12101, et seq.), and all amendments thereto, and all administrative rules and regulations issued pu rsuant to said Acts. Sub -Recipient must also comply with all applicable Executive Orders, including:
1. Executive Order 14173 (Ending Illegal Discrimination and Restoring Merit -Based Opportunity).
2. Executive Order 14224 (English as the Official Language).
Failure by Sub -Recipient to carry out these nondiscrimination requirements is a material breach of this MOU, which may result in the termination of this MOU or other legally available remedies.
p. Citizenship and Alien Status . Sub-Recipient warrants that it fully complies with all laws regarding the employment of aliens and others, and that its employees performing services hereunder meet the citizenship or alien status requirements contained in federal and state statutes and regulations including, but not limited to, the Immigration Reform and Control Act of 1986 (P.L. 99-603). The Sub-Recipient shall obtain from all covered employees performing services hereunder all verification and other document ation of employees' eligibility status required by federal statutes and regulations as they currently exist and as they may be hereafter amended. Sub -Recipient shall have a continuing obligation to verify and document the continuing employment authorizatio n and authorized alien status of employees performing services under this MOU to ensure continued compliance with all federal statutes and Docusign Envelope ID: F0D64BA5-5874-8197-8250-9C8BA4EE6BDB In Process
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regulations. Notwithstanding the above, Sub-Recipient, in the performance of this MOU, shall not discriminate against any person in violation of 8 USC Section 1324b. q. Federal Freedom of Information Act . Certain records related to this MOU may be subject to disclosure under the Freedom of Information Act (FOIA), 5 U.S.C. § 552. Accordingly, nothing in this MOU will be construed to limit the rights of any member of the public under FOIA or to obligate SCAG to withhold records that are otherwise required to be disclosed under applicable law. Sub -Recipient must clearly mark information that it considers proprietary, confidential, or otherwise exempt from disclosure under FOIA at the time of submission. Such markings do not guarantee protection from disclosure. r. Scope of Applicability . Failure to expressly identify a Federal law applicable to the Sub - Recipient or to activities under this MOU does not negate its applicability.
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EXHIBIT C
INVOICE SUBMITTAL REQUIREMENTS
SCAG will provide the Sub-Recipient an Invoice Template in Excel file format. The Invoice Template must be used to request reimbursement from SCAG. Detailed submittal instructions for filling out and submitting are provided in the Invoice Template. The Invoice Template may be amended from time to time and does not guarantee that any invoices will be approved or that the Sub-Recipient will receive payment.
A Final Invoice shall be submitted within sixty (60) days of Project completion and must include all remaining eligible costs, proof of payment, and a certification that no additional reimbursement requests will be submitted for this Project.
The Invoice Template will require information and supporting documentation such as, but not limited to:
a. SCAG’s “Bill To” information
b. Invoice number specified by the Sub-Recipient. The invoice number must be unique for each invoice submitted;
c. Invoice date;
d. Billing period specified with beginning and ending dates. The beginning date must not be sooner than the MOU Effective Date of the Agreement, or within any previous billing dates;
e. Total amount due for the billing period;
f. MOU Number, SCAG Project/OWP Number, and the MOU Term Date; g. Project Title;
h. Agency Name, Agency Project Manager Name, and Project Manager Email Address; and i. SCAG Project Manager Name.
j. Progress report
k. Cost by task and/or cost category
l. Detailed description of Other Direct Charges
m. Proof of payment
n. Timesheets
o. Payroll report/Payroll registers
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EXHIBIT D
REPORT TEMPLATE
Pending Template.
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EXHIBIT E
Annual Title VI Compliance Report
1. Instructions for Agency
As a recipient of Federal Highway Administration (FHWA) and Federal Transit Administration (FTA) funds, the Southern California Association of Governments (SCAG) is required to ensure that all federally funded programs, services, and activities are conducted in compliance with Title VI of the Civil Rights Act of 1964 and related nondiscrimination laws. These laws prohibit discrimination on the basis of race, color, national origin, sex, age, and disability in federally assisted programs.
SCAG is responsible to monitoring Subrecipients and beneficiaries of FHWA/FTA funds to ensure their compliance with Title VI requirements. As a beneficiary of FHWA funds, your agency is required to implement Title VI policies and procedures to prevent discrimination and ensure equitable service delivery.
The purpose of this Annual Title VI Compliance Report is to document your agency’s ongoing compliance with Title VI requirements. This report must be completed and submitted to SCAG within two months of the MOU effective date to demonstrate adherence to federal nondiscrimination obligations.
Failure to comply with Title VI requirements may result in corrective actions, increased monitoring, or suspension of the FHWA funding. If any compliance deficiencies exist, please attach a corrective action plan outlining the steps you will take to achieve compliance.
Section 1.01
2. General Information
Name of Agency:
Project Name/ Number:
Date of Review:
Reviewer Name & Title:
Section 1.02
3. Annual Certifications
a. Title VI Policy and Training
Do you have an adopted Title VI Policy?
[ ] Yes. [ ] No*. If no, explain why not.
Do you have a Title VI Coordinator?
[ ] Yes. [ ] No*. If no, explain why not.
Have you required your employees to receive Title VI training in the last two years?
[ ] Yes. [ ] No*. If no, explain why not.
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Is your Title VI Policy publicly available and posted in appropriate locations?
[ ] Yes. [ ] No*. If no, explain why not.
Are Title VI complaints logged, investigated, and resolved appropriately?
[ ] Yes. [ ] No*. If no, explain why not.
b. Public Engagement and Limited English Proficiency (LEP)
Are your public meetings held in accessible locations?
[ ] Yes. [ ] No*. If no, explain why not.
Do you have a LEP plan in place and follow the plan?
[ ] Yes. [ ] No*. If no, explain why not.
Are LEP individuals provided interpretation and translated materials, as needed?
[ ] Yes. [ ] No*. If no, explain why not.
Do your engagement efforts include minority, low-income, and underserved communities?
[ ] Yes. [ ] No*. If no, explain why not.
c. Data Collection and Reporting
Do you collect demographic data on program beneficiaries, as applicable?
[ ] Yes. [ ] No*. If no, explain why not.
Do you work to identify and address disparities in services or benefits?
[ ] Yes. [ ] No*. If no, explain why not.
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d. Complaint Monitoring and Resolution
Is your Title VI complaint process clearly communicated to the public?
[ ] Yes. [ ] No*. If no, explain why not.
Do you track complaints and resolve them within required timeframes?
[ ] Yes. [ ] No*. If no, explain why not.
Have you ensured that no patterns of discrimination were identified in complaint reviews?
[ ] Yes. [ ] No*. If no, explain why not.
4. Certification and Signature
By signing below, I certify that the information provided in this report is true and accurate to the best of my knowledge. I acknowledge that failure to comply with Title VI requirements may result in corrective actions, increased monitoring, or suspension of the FHWA funding.
* If any compliance deficiencies exist, I have attached a corrective action plan outlining the steps my agency will take to achieve compliance.
Name:
Title:
Signature:
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EXHIBIT F
SCOPE OF WORK APPROVAL FORM
Scope of Work Approval Form forthcoming.
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