HomeMy WebLinkAboutSOUTHERN CALIFORNIA ASSOCIATION OF GOVERNMENTS (SCAG)A-2019-092
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MEMORANDUM OF UNDERSTANDING
No. M-025-18
SCAG Overall Work Program (OWP) No: 225-3564J2.11
Federal/State Awarding Agency: Federal Highway Administration (FHWA)
CFDA Number and Name: 20.205
Federal Award Identification Number (FAIN) No: N/A
Federal Award Date: N/A
Total Amount of the Federal Award: N/A
Federal Award Project Description: N/A
Pass -Through Awarding Agency: State of California Department of Transportation
Pass -Through Award No: ATPLNI-6049(018)
Pass -Through Award Date: 01/26/2018 (E-76 Authorization Date)
Pass -Through Award Amount: S 1,784,000 in Federal Funds and $579,000 in Local Match
Pass -Through Agency Contact: David Wang, Senior Transportation Engineer
Sub -Recipient Name: City of Santa Ana
Sub -Recipient's DUNS No: 083153247
Total Amount of Federal Funds Obligated to the Sub -Recipient: $28,480
Total Amount of Non -Federal Funds Obligated by the Sub -Recipient: $24,986
Total Amount of the Subaward Project: $53,466
Reimbursement Ratio: 53.27%
Subaward Period of Performance Start Date: Effective Date of the MOU
Subaward Period of Performance End Date: 12/31/2019
Type of Contract: Project Specific
Method of Payment: Lump Sum
Project R&D: N/A
Indirect Cost Rate for the Federal Award: 10% de minimis rate
Subaward Project Title: City of Santa Ana Bicyclist/Pedestrian Education Campaign Implementation
Subaward Project Description: The City of Santa Ana Police Department shall conduct sixteen (16)
Saturation Patrols and the City of Santa Ana Public Works Traffic Engineering staff will conduct ten (10)
bicycle and pedestrian traffic safety presentations to community organizations. These services support the
objective of a larger project to conduct a yearlong educational outreach campaign related to bicycle and
pedestrian safety in the City of Santa Ana.
Febmary 26, 2019
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MOU No. ; M-025-18
SCACr ProjecttOWP No.: 225-3$6472.i i
MEMORANDUM OF UNDERSTANDING
No. M-025-18
BETWEEN THE
SOUTBERN CALIFORNIA ASSOCIATION OF GOVERNMENTS
AND THE CITY OF SANTA ANA
FOR BICYCLIST/PEDESTRUN EDUCATION CAMPAIGN IMPLEMENTATION
(SLAG Project/OWP No. 225-3564J2.11)
This Memorandum of Understanding ("MOU" or "Agreement's is by and between the Southern California
Association of Governments ("SCAG") and the City of Santa Ana ("CITY"), for Bicyclist/Pedestrian
Education Campaign Implementation, subsequently herein referred to as "Project." SCAG and CITY
are individually referred to herein as "Party" and may be collectively referred to herein as "Parties."
RECITALS
WHEREAS, SCAG is a Joint Powers Agency and a federally designated Metropolitan Planning
Organization (MPO) for Southern California. As an MPO, SCAG is primarily responsible for the
development of a Regional Transportation Plan/Sustainable Communities Strategy (RTP/SCS) for the
counties of Imperial, Us Angeles, Orange, San Bernardino, Riverside, and Ventura;
WHEREAS, SCAG has also initiated its Sustainability Planning Grant Program ("Sustainability
Program") to assist Southern California jurisdictions in evaluating planning options and stimulating
development consistent with SCAG's RTP/SCS and the region's overall planning goals. SCAG's
Sustainability Program support visioning efforts, infilI analyses, economic and policy analyses, and
marketing and communication programs;
WHEREAS, pursuant to its annual Overall Work Program (OWP), SCAG will be engaged in activities
and projects that will require certain technical, professional, or support services from time to time related
to its work regarding the RTP/SCS and the Sustainability Program;
WHEREAS, CITY will conduct a citywide bicycle and pedestrian education campaign that will include
advertisements, safety courses, police saturation patrols, safety/encouragement events, and other related
activities to improve awareness in the city related to bicycle and pedestrian safety issues;
WHEREAS, through its Sustainability Program, SCAG has awarded the CITY grant funds to pursue the
Project which supports the goals and policies of SCAG's 20I6 RTP/SCS;
WHEREAS, the purpose of this MOU is to describe the responsibilities of the Parties, which includes
SCAG to provide funding for the Project;
WHEREAS, SCAG shall provide funding for the Project using federal grant funds awarded to SCAG as
part of SCAG 2017 Active Transportation Safety and Encouragement Campaign, administered by the
California Department of Transportation (Caltrans);
Whereas, the Parties agree and acknowledge that performance of the Scope of Work shall be done by
CITY and its applicable personnel, and that CITY shall not utilize third party contractors or subcontractors
Febmary 26, 2019
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SCAG ProjecttOW No.: 225-35602.11
for purposes of this Project and that any modification regarding this matter shall require approval by
SCAG;
WHEREAS, SCAG shall contribute a maximum, not to exceed, amount of Twenty -Eight Thousand Four
Hundred Eighty Dollars ($28,480.00) towards the total value of the Project, using Federal Transportation
Funds for the Project;
WHEREAS, CITY will perform the services required for the Project as identified in the Scope of Work
and Budget, attached hereto and incorporated herein by this reference in Exhibit "A";
WHEREAS, CITY will perform in -kind services as part of a Local In -Kind Match commitment in the
total amount of Twenty -Four Thousand Nino Hundred Eighty -Six Dollars ($24,986) for the Project as
described in the In -Kind Scope of Work and Budget, attached hereto and subsequently referred to as
Exhibit "B" and report the expenditures using In -Kind Match Report From ("Match Report"), attached
hereto and subsequently referred to as Exhibit "C";
WHEREAS, CITY's designated project manager, in coordination with SCAG's designated project
manager, will ensure the Scope of Work described in Exhibit A and B is performed by the CITY;
WHEREAS, performance by the CITY will begin on the dates indicated herein and shall be completed by
December 31, 2019;
WHEREAS, this MOU shall supersede and replace any previous agreements or negotiations between
SCAG and CITY related to the Project described herein; and
WHEREAS, SCAG's Fiscal Year is from July 1 through June 30.
NOW THEREFORE, IT IS MUTUALLY AGREED THAT:
I. MOU Contents
This MOU is comprised of these terms and conditions and any attached Exhibits, and may be amended
only by written agreement between SCAG and CITY. Such terms and conditions may be subject to
change. The Recitals to this Agreement are also incorporated herein by this reference.
2. Scone of
a, CITY shall perform the Scope of Work described in Exhibit A, in accordance with applicable
regulations, ordinances, policies and procedures, Caltrans published manuals, including Caltrans
Local Assistance Procedures (http://www.dot.ca.gov/hgiLocalPrograms/lam/lapm.btm) and
Federal and State requirements, including but not limited to the requirements set forth in Sections
7, 13, 14, 15 and 16 of this MOU.
b. SCAG shall only be obligated to reirnburse the CITY for work performed as part of Exhibit A
regarding the Project, up to the maximum amount of Twenty -Eight Thousand Four Hundred
Eighty Dollars ($28,480.00). SCAG intends to use Federal Transportation Funds to meet its
funding obligations described herein.
February 26, 2019
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SCAG Project(0)VP No, : 225-356412.11
c. CITY shall provide the Local In -Kind Match services as described in Exhibit B for the Project, in
the total amount of Twenty -Four Thousand Nine Hundred Eighty -Six Dollars ($24,986.00), The
combined total of Fifty -Three Thousand Four Hundred Sixty -Six Dollars ($53,466.00) will be
referred to herein as "Total Project Cost" dluing the term of this MOU.
d. SCAG will provide reimbursement based on the match ratio of the Total Federal Transportation
Funds ($28,480.00) and Total Project Cost ($53,466.00); 53.27% of approved invoiced costs.
e. Subject to the execution of this MOU, CITY shall be responsible for performing the Scope of
Work described in Exhibit A and Exhibit B, with written Quarterly Reports and In -Kind
Commitment Report provided to SCAG's Project Manager, SCAG'S Project Manager shall
review, approve and pay the reimbursement request submitted by CITY.
SCAG's Project Manager shall be notified and invited to; the kick-off meeting, all steering or
technical advisory committee meetings, all public engagement outreach events, and all City
Council or Commission meetings where the Project in whole or in part is being presented or
discussed.
3. Term
The Term of this Agreement shall begin on the Effective Date of the Agreement and continue until
December 31, 2019, hereinafter referred to as the "Completion Date," unless terminated earlier as
provided herein. Time is of the essence in the performance of services under this MOU.
4. Proerarrr Management
a. All work under this MOU shalt_ be coordinated with SCAG and CITY through the Project
Managers.
b. For purposes of this MOU, SCAG designates the following individual as its Project Manager:
Rye Baerg
Program Manager
(213)236-1866
baerg@scag.ca,gov
SCAG reserves the right to change this designation upon written notice to CITY.
c. For purposes of this MOU, CITY designates the following individual as its Project Manager:
Cory Wilkerson
Active Transportation Coordinator
(714) 647-5643
cilkerson@santa-ana.org
CITY reserves the right to change this designation upon written notice to SCAG.
S. Fnndiu
February 26, 2019
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SCAG Project14WP No.: 225-3564J2.I1
a. SCAG's contribution to the Project is funded wholly with Federal Transportation Funds, up to
Twenty -Eight Thousand Four Hundred Eighty Dollars ($28,480.00). SCAG shall not be obligated
to reimburse the CITY for any Project costs that exceed Twenty -Eight Thousand Four Hundred
Eighty Dollars ($28,480.00). SCAG shall not be obligated to pay for any increase in Project costs
which exceeds SCAG's obligated funding amount.
b. CITY's in -kind service contribution to the Project is funded wholly with Local Transportation
Funds (non-federal), in the amount of Twenty -Four Thousand Nine Hundred Eighty -Six Dollars
($24,986.00).
6. Invoices, Progress Reports and Mateh Reports
a. SCAG's contribution to the Project shall be made on a reimbursement basis to the CITY, after
CITY has performed the services made pursuant to the Scope of Work, Exhibit A and B. All
invoices submitted to SCAG for payment shall be e-mailed to accountspayable�,7a scag.ca gov
(file cannot exceed IOMB).
b. Not less frequently than once in every month, CITY shall submit an invoice to SCAG using
the Invoice Report, attached hereto and incorporated herein by this reference and subsequently
herein referred to as "Exhibit D." SCAG shall reimburse the CITY for the services rendered
at the reimbursement ratio of 53,27%. The invoice Report shall include a narrative description
of the progress toward completion of tasks related to the Project, percentage of completion per
task, copies of receipts with a proof of the payment by CITY, payroll reports, copies of all
deliverables, and In -Kind Commitment Report, Exhibit C. Upon satisfactory receipt and
approval of the Invoice Report by SCAG's Project Manager, or the resolution of any dispute
or concern with the Irtvoicc Report by the Parties, SCAG will provide reimbursement to the
CITY.
c. All CITY's costs charged pursuant to this MGU shall be supported by properly executed
payrolls showing labor (wage) rates per hour, copies of time records, including complete
timesheets or time cards signed by the employee and approved by the supervisor; invoices and
vouchers, evidencing in proper detail the nature of the charges, and other documentation
requested by SCAG.
d. All direct costs billed must be specifically identified and supported with original receipts,
invoices, or statements. Any travel and subsistence costs must be reasonable and are limited to
those rates paid to non-represented/excluded State employees under California's State
Department of Personnel Administration rules, subject to changes posted at:
http://www.dot.ca.gov/liq/asc/travel/ch12/1consultatit.htm.
e. If applicable, for credit or reimbursement of indirect costs for work provided pursuant to Exhibits
A, CITY shall comply with applicable Federal and State requirements including but not limited
to Calmms regulations and policies. If CITY has a negotiated indirect cost rate approved by a
cognizant agency, CITY must submit a copy of the approved indirect cost allocation plan to
SCAG. Credit of indirect costs is contingent upon receipt by SCAG of a copy of a current indirect
cost plan approved by Caltrans or a cognizant agency. However, the last approved indirect cost
allocation plan shall remain in place until each now annual plan is approved, so long as Caltrans
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SCAG ProjecNOWP No,: 225-356412.11
permits such practice. If CITY has not received a negotiated indirect cost rate previously, CITY
may elect to charge a de minimis rate of 10% of modified total direct costs (MTDC).
f. By the tenth day following the start of a new quarter (Ix., January 10, April 10, July 10, October
10), CITY shall submit a Quarterly Report in a format reasonably acceptable to SLAG' Project
Manager. The Quarterly Report shall include, in narrative form, a description of services
performed by CITY as well as progress toward completion of tasks related to the Project for
the prior quarter and a reporting of all costs incurred regarding the Project, and include copies
of receipts and paid invoices attached for SCAG's records,
g. CITY shall submit an In -Kind Match Report with its invoice to SCAG, consistent with Exhibit
C, with the following information included, but not limited to: Name of Project, Description
of Services Provided, Period of the Service Performed, Staff Cost Incurred, Actual Hourly Pay
Rates, Total Hours Worked, Fringe Benefit Rate, and.Fringe Costs. Upon request of SCAG,
the CITY shall provide additional information or documentation to support the costs contained
in the In -Kind Match Report within thirty (30) calendar days. The matching funds will not
participate in the Project work performed in advance of the effective date of this MOU.
h, On all documents submitted to SCAG for the Project, including Invoices, Quarterly Reports
and In -Kind Match Report, the Project Number (O WP No. 225-3564J2.11) shall be referenced
from the Effective Date through December 31, 2019.
i. The Parties acknowledge that SCAG's fiscal year is from July 1 to June 30. CITY agrees to
submit any pending invoices to SCAG on or before July 21 during the contract's term (e.g.,
7/31/18 & 7/31/19).
7. Cost Prfnelnles
a. CITY agrees to comply with the following:
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) and 2 CFR Part 200, Uniform Administrative Requirements,
Cost Principles and Audit Requirements for Federal Awards, Caltrans Local Assistance
Procedures, Public Contract Code (PCC) 10300-10334 (procurement of goods), PCC
1033 5-103 81 (non-A&E services), and other applicable State and Federal regulations, shall
be used to determine the acceptability of individual project cost items.
2) The CITY agrees, and will require that its contractors be obligated to agree, that (a) the
Contract Cost Principles and Procedures, 48 CFR, Federal Acquisition Regulations
System, Chapter 1, Part 31 , et seq., shall be used to determine the allowability of
individual project cost items; and (b) all parties shall comply with Federal administrative
procedures in accordance with 49 CFR, Part 18, Uniform Administrative Requirements
for Grants and Cooperative Agreements to State and Local Governments and 2 CFR, Part
200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for
Federal Awards. The CITY and every contractor receiving Project funds under this
Agreement shall comply with Federal administrative procedures in accordance with 49
February 26, 2019
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CPR, Part 18, Uniform Administrative Requirements for Grants and Cooperative
Agreements to State and Local Governments.
b. Any costs for which the CITY receives reimbursement or credit that is determined by a
subsequent audit or other review by either SLAG, Caltrans or other State or Federal authorities
to be unallowable under, but not limited to, Title 2, CFR, part 200, Uniform Administrative
Requirements, Cost Principles, and Audit Requirements for Federal Awards, and 49 CFR, Part
18, Uniform Administrative Requirements for Grants and Cooperative Agreements to State
and Local Governments, are to be repaid by the CITY within thirty (30) calendar days of the
CITY receiving notice of audit findings and a written demand for reimbursement from SCAG.
Should the CITY fail to reimburse unallowable costs due SCAG within thirty (30) calendar
days of demand, or within such other period as may be agreed between both parties hereto,
SCAG is authorized to withhold future payments due to the CITY.
8. Electronic Version of Work Products
a. For purposes of this Agreement, "Work Products" shall mean any deliverables, including
reports, data files, newsletters or any other written or electronic materials provided pursuant to
the Scope of Work described in Exhibit A.
b. CITY shall submit one (1) electronic copy of all completed deliverables associated with the
Project to the assigned SCAG Project Manager.
c. SCAG shall own all Work Products and shall grant to CITY a royalty -free, 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 without written verification by SCAG will be at CITY's sole risk
and without liability or legal exposure to SCAG. Such written verification by SCAG shall not
be unreasonably denied and shall be provided by SCAG within tan calendar days of CITY's
request therefor.
d. Subject to the California Public Records Act, all deliverables and related materials related to
the Project shall be held confidential by CITY unless otherwise authorized for disclosure by
the SCAG Project Manager. Nothing furnished to CITY or SCAG which is otherwise known
or is generally known, or has become known, to the related industry shall be deemed
confidential, CITY shall also safeguard such confidential materials from unauthorized
disclosure, using the same standard of care to avoid disclosure, as CITY treats its confidential
information, but in no case less than reasonable care.
9. MOU Changes
a. No alteration or deviation of the terms of this MOU shall be valid unless made in writing and
properly executed by both parties,
b. Either Party may request, at any time, amendments to this MOU and will notify the other party
regarding such changes. Within ten (10) calendar days from the date of the written notice, the
requesting Party shall notify the other Party of the impact of such changes on the Scope of
Work, schedule, and budget. Upon agreement between the Parties as to the required changes,
Febru%YZG, 2019
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SCAG Project/OWP No.: 225-356412.11
an amendment to this MOU shall be prepared regarding the same. If the Parties are unable to
reach an agreement regarding the changes requested by SCAG, the Parties may terminate this
MOU in accordance with the provisions set forth in Section 20 (a) of this MOU.
10, Notices
Any notice or notices required or permitted to be given pursuant to this MOU may be personally
served on the other party by the party giving such notice, or may be served by certified mail, return
receipt requested, to the following addresses:
To SCAG: Basil Panas
Chief Financial Officer
Southern California Association of Governments
900 Wilshire Blvd., Suite 1700
Los Angeles, CA 90017
Phone: (213) 236-1817
patias@scag.ca.gov
To CITY: Kristine Ridge
City Manager
City of Santa Ana
20 Civic Center Plaza (M-31)
P.O. Box 1988
Santa Ana, CA 92702
II.Insurance
CITY shall, at its own expense, procure and maintain policies of insurance of the types and amounts
below, for the duration of the MOU. The policies shall state they afford primary coverage. The
minimum required insurance coverage required by SCAG is set for below.
a. Minimum Scope of Insurance —Coverage shall beat least as broad as:
(1) Insurance Services Office Commercial General Liability coverage (Occurrence form
CG0001), or its equivalent.
(2) Insurance Services Office form number CA0001 (Ed. 1/87) covering Automobile Liability,
code I (any auto) or its equivalent.
(3) Workers' Compensation insurance as required by the State of California and Employer's
Liability Insurance.
(4) Professional Liability (Errors and Omissions) insurance appropriate to the profession
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b. Minimum Limits of Insurance — CITY and SCAG shall maintain limits no less than:
(1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property
damage. If Commercial General Liability Insurance or other form with a general aggregate limit
is used, either the general aggregate limit shall apply separately to this project/location or the
general aggregate limit shall be twice the required occurrence limit.
(2) Automobile Liability: Including contractual liability insuring owned, non -owned, hired and
all vehicles by CITY with a combined single limit of not less than $1,000,000 applicable to bodily
injury, or death, and loss of or damage to property in any one occurrence.
(3) Workers' Compensation Liability: Including Occupational Diseases in accordance with
California Law and Employers' Liability Insurance with a limit of not less than S1,000,000 each
accident.
(4) Professional Liability Insurance: With limits of not less than $1,000,000 per occurrence. In
addition, it shall be required that the professional liability insurance policy remain in effect for six
(6) months after the Completion Date of this MOU.
e. Other Insurance Provisions — Both CITY and SCAG should comply with the other insurance
provisions. The general liability and automobile liability policies are to contain, or be endorsed to
contain, the following provisions:
(1) SCAG, its officials and employees are to be covered as additional insureds, as respects to
liability arising out of the activities performed by or on behalf of CITY, products and completed
operations of CITY; premises owned, occupied or used by CITY; or automobiles owned leased,
hired or borrowed by CITY. The coverage shall contain no special limitations on the scope of
protection afforded to SCAG, its officials and employees.
(2) For any claims related to this Project, CITY'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 CITY's insurance and shall not contribute with it.
(3) 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.
(4) CITY'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.
(5) Workers' Compensation and Employer's Liability policies shall contain the inclusion of
SCAG, its members, subsidiaries, officials and employees and shall provide a waiver of
subrogation.
d, Deductibles and Self -Insured Retentions —Any deductibles or self -insured retentions in amounts
over $10,000 must be declared to and approved by SCAG.
e. Acceptability of Insurers — 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
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SCAG.
Verification of Coverage — MY shall furnish SCAG with original endorsements and cortifleates
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, CITY
shall provide complete, certified copies of all required insurance policies, including endorsements
affecting the coverage required by these specifications.
12, Indemnification
a. Except for the negligence or willful misconduct of SCAG and any of its directors, officers,
agents, employees, assigns, and successors in interest, CITY undertakes and agrees to defend,
indemnify, and hold harmless SCAG and any of its directors, officers, agents, employees,
assigns, and successors in interest from and against all suits and causes of action, claims, losses,
demands and expenses, including, but not limited to, attorney's fees and cost of litigation,
damage or liability of any nature whatsoever, for death or injury to any person, employees and
agents, or damage or destruction of any property of either party hereto or of third parties,
arising in any manner by reason of the negligent acts, errors or omissions or violations of law
by CITY, employees and agents in connection with its activities in pursuing the Project or
under this MOU.
b. Except for the negligence or willful misconduct of CfTY and any of its directors, officers,
agents, employees, assigns, and successors in interest, SCAG undertakes and agrees to defend,
indemnify, and hold harmless CITY and any of its directors, officers, agents, employees,
assigns, and successors in interest from and against all suits and causes of action, claims, losses,
demands and expenses, including, but not limited to, attorney's fees and cost of litigation,
damage or liability of any nature whatsoever, for death or injury to any person, including
SCAG's employees and agents, or damage or destruction of any property of either party hereto
or of third parties, arising in any manner by reason of the negligent acts, errors or omissions or
violations of law by SCAG or its employees and agents in connection with its activities in
pursuing the Project or under this MOU.
13. Records Retention and Audits
a. CITY shall maintain all source documents, books and records connected with the Project and
all work performed under this MOU for a minimum of four (4) years from the Completion
Date or the date an audit resolution is achieved for each annual SCAG Overall Work Program
(OWP), whichever is later, and shall make all supporting information available upon request
for inspection and audit by representatives of SCAG, the California State Auditor, or other
authorized government agency. Copies shall be made and furnished by SCAG upon request
at no cost to SCAG.
b. SCAG shall maintain all source documents, books and records connected with the Project
under this MOU for a minimum of four (4) years from the Completion Date or the date an audit
resolution is achieved for each annual SCAG OWP, and shall make all supporting information
available upon request for inspection and audit by representatives of CITY, the California State
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Auditor, or other authorized government agency. Copies shall be made and furnished by CITY
upon request at no cost to the CITY.
c. CITY shall establish and maintain an accounting system conforming to Generally Accepted
Accounting Principles (GAAP) to support Invoices which segregate and accumulate the costs
of work elements by line item and produce Progress Reports which clearly identify
reimbursable costs and other expenditures by OWP work elements.
d. If applicable, CITY agrees to include all costs associated with this MOU and any amendments
thereto to be examined in the annual audit and in the schedule of activities to be examined
under a single audit prepared by CITY in compliance with Subpart F of the Office of
Management and Budget's Uniform Grant Guidance, formerly referred to as Circular A-133.
The CITY is responsible for assuring that the Single Auditor has reviewed the requirements of
this MOU. Copies of said audits shall be submitted to SCAG.
e. Neither the pendency of dispute nor its consideration by a Party or the State shall excuse the
other Party from full and timely performance in accordance with the terms of this MOU.
14. Federal Certifications and Assurances
a. CITY shall adhere to the requirements contained in SCAG's annual Certification and
Assurances (FHWA and FTA "Metropolitan Transportation Planning Process Certification")
submitted as part of SCAG's OWP, pursuant to 23 CFR 450.334 and the 23 U.S.C.1234. This
Certification shall be published annually in SCAG's OWP. Such requirements shall apply to
CITY to the same extent as SCAG and may include, but are not limited to:
1) Title VI of the Civil Rights Act of 1964 and Title VI Assurance executed by California
under 23 U.S.C. 324 and 29 U.S.C. 794;
2) Pub. Law 105-178, 112 Star. 107 and any successor thereto, regarding the involvement of
disadvantaged business enterprises in FHWA and FTA funded projects (See. 105(f), Pub.
L. 970424, 96 Stat. 2100, 49 CFR part 26); and
3) The Americans with Disabilities Act of 1990 (Pub. L. 101-336, 104 Stat. 327, as amended)
and the United States Department of Transportation (US DOT) implementing regulations
(4.9 CFR 27, 37, and 38),
b. CITY shall additionally comply with the requirements contained in the annual FTA
"Certifications and Assurances for FTA Assistance," including "Certifications and Assurances
Required of Each Applicant" and the "Lobbying Certification" in compliance with 49 U.S.C.
Chapter 53; published annually in SCAG's OWP. Such assurances shall apply to CITY to the
same extent as SCAG, and include but are not limited, the following areas:
1) Standard Assurances
2) Debarment, Suspension, and Other Responsibility Matters for Primary Covered
Transactions
3) Drug Free Work Place Agreement
4) Intergovernmental Review Assurance
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5) Nondiscrimination Assurance
6) DBE Assurance
7) Nondiscrimination on the Basis of Disability
8) Certification and Assurances Required by the U.S. Office of Management and Budget
c. Federal Lobbying Activities Certification.
I ) By signing this MOU, CITY certifies, to the best of its knowledge and belief, that no State
or Federal funds have been paid or will be paid, by or on behalf of CITY, respectively, to
any person for influencing or attempting to influence an officer or employee of any State
or Federal agency, a Member of the State Legislature or United States Congress, an officer
or employee of the Legislature or Congress, or any employee of a Member of the
Legislature or Congress in connection with the awarding of any State or Federal contract,
the making of any State or Federal grant, the making of any Federal loan, the entering into
of any cooperative agreement, or the extension, continuation, renewal, amendment, or
modification of any State or Federal contract, grant, loan, or cooperative agreement.
2) If any funds other than State or Federal funds have been paid or will be paid to any person
for influencing or attempting to influence an officer or employee of any Federal agency, a
Member of Congress, an officer or employee of Congress, or an employee of a Member of
Congress in connection with this Federal grant, CITY, as applicable, shall complete and
submit Federal Standard Farm-LLL, "Disclosure Form to Report Lobbying," in accordance
with those form instructions."
3) This certification is a material representation of fact, upon which reliance was placed when
this MOU was entered into. Submission of this certification is a prerequisite for making or
entering into this transaction imposed by Section 1352, Title 31, U.S.C. and by the Master
Fund Transfer Agreement between SCAG and the State.
15. Equal Employment Opportunity/Nondiscrimination
a. In the performance of work undertaken pursuant to this MOU, the Parties and their assignees
and successors in interest, shall affirmatively require that their employees and contractors shall
not unlawfully discriminate, harass or allow harassment, against any employee or applicant for
employment because of sex, race, color, ancestry, religious creed, national origin, physical
disability (including HIV and AIDS), medical condition (cancer), age, marital status, denial of
family and medical care leave, and denial of pregnancy disability leave.
b. The Parties shall ensure that the evaluation and treatment of their employees and applicants for
employment are free from such discrimination and harassment. The Parties shall comply with
the provisions of the Fair Employment and Housing Act (Government Code, Section 12900 et
seq.) and the applicable regulations promulgated there under (California Code of Regulations,
Title 2, Section 7285.0 et seq.). The applicable regulations of the Fair Employment and
Housing Commission implementing the Government Code sections referenced above, are
incorporated into this MOU by reference and made a part hereof as if set forth in full.
Febmary26, 2019
Page 12
MOU No.: M-025-18
SCAG Project/OWP No.: 225356472.11
c. Noncom ]tn •ante: In the event of noncompliance by either Party with the nondiscrimination
provisions of this MOU, the other Party may cancel, terminate or suspend the MOU, in whole
or in part.
d. If required by DOT, additional or alternate sanctions for noncompliance may be imposed.
e. The Congress of the United States, the Legislature of the State of California and the Governor
of the State of California, each within their respective jurisdictions, have prescribed certain
nondiscrimination requirements with respect to contract and other work financed with public
funds. CITY agrees to comply with the requirements of the Fair Employment Practices
Addendum (Exhibit E attached hereto) and the Nondiscrimination Assurances (Exhibit F
attached hereto).
16. Conflict of Interest
The Parties shall comply with Federal and State conflict of interest laws, regulations and policies.
17. Independent Contractor
CITY, officers, employees and agents shall be independent contractors in the performance of this
MOU, and not officers, employees, contractors or agents of SCAG.
18. Disputes
Except as otherwise provided in this MOU, if a dispute arises between the Parties to this MOU,
the Parties hereto agree to use the following procedure to resolve such dispute, prior to pursuing
other legal remedies:
a) A meeting shall be held promptly between the Parties that will be attended by the CITY's Project
Manager and SCAG's Project Manager as well as individuals with decision -making authority (to
the extent reasonably possible), who will attempt in good faith to negotiate a resolution of the
dispute.
b) If the Parties are unsuccessful in resolving the dispute under (a) above, they may:
(1) agree to submit the matter to mediation, binding judicial reference, or a,private adjudicator (if
all Parties so agree); or
(2) initiate litigation following advance written notice to the other Party of not less than thirty (30)
days.
c) If any party should bring a legal action against the other to enforce the terms of this MOU, the
prevailing party shall be entitled to recover reasonable attorneys' fees and costs, as determined by
a court of competent jurisdiction in said proceeding.
19. Noncompliance
Febmary 26, 2019
Page 13
25C-15
MOU No.: M-02.5-18
SCAG ProjecdOWP No.: 225-3564J2.11
In addition to such other remedies as provided by law, in the event of noncompliance with any
grant condition or specific requirement of this MOU, this MOU may be terminated.
20. Termination of MOU
a. 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. In such event, all finished or unfinished documents and
other materials as described in the MOU shall be provided to SCAG and CITY shall be paid
for all services performed provided the required consultation between CITY and SCAG has
been undertaken in accordance with Section 2(e) of this MOU. Further, the Party terminating
this MOU before the effective date of termination shall be responsible for any actual, incurred
termination costs incurred as a result of such termination notice.
b, Termination for Cause. If through any cause, CITY shall fail to timely and adequately fulfill its
obligations under this MOU, or if CITY violates any of the covenants, agreements, or
stipulations of this MOU, SCAG shall thereupon have the right to terminate the MOU by
giving not less than ten (10) calendar days written notice to CITY of the intent to terminate
and specifying the effective date thereof. SCAG shall provide a reasonable opportunity for
CITY 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 clause, all finished or
unfinished documents and other materials as described in the MOU shall be returned to SCAG
at its option.
c. If through any cause, SCAG shall fail to timely and adequately fulfill its obligations under this
MOU, or if SCAG violates any of the covenants, agreements, or stipulations of this MOU,
CITY shall thereupon have the right to terminate the MOU by giving not less than ten (10)
calendar days written notice to SCAG of the intent to terminate and specifying the effective
date thereof. CITY shall provide a reasonable opportunity for SCAG to cure prior to
termination. in no event shall such opportunity to cure extend beyond the term of the MOU.
In the event that CITY invokes this termination clause, all finished or unfinished documents
and other materials as described in the MOU shall be retained to CITY at its option.
21. Non -Assignment
a. Neither Party shall assign this MOU, or any part thereof, without the written consent of each
Party to this MOU. Any assignment without such written consent shall be void and
unenforceable.
b. 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.
22. Release of Information
CITY shall not release any information to a third party or otherwise publish or utilize any
information obtained or produced by it as a result of or in connection with the performance of
services under this Agreement without the prior written authorization of SCAG, except as required
by law and with prior written notice to SCAG.
Febmary 26, 2019
Page 14
RT- it '
MOU No.: M-025-I8
SCAG Project/OWP No.: 225-3564J2.11
23. 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.
24. Survival
The following sections survive expiration or termination of this MOU:
Section 8 (Electronic Version of Work Products)
Section 12 (Indemnification)
Section 18 (Disputes)
Section 22 (Release of Information)
25. 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. Both 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.
26, Waiver
No delay or failure by either Party to exercise or enforce at any time any right or provision of this
Agreement shall be considered a waiver thereof of such Party's right thereafter to exercise or
enforce each and every right and provision of this Agreement. 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.
27. Standard of Care
The Parties shall perform the work required for the production of the Project under this MOU in
accordance with generally accepted industry standards, practices, and principles applicable to such
work.
28, Force Maieure
Neither CITY nor SCAG 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
God, civil or military authority, acts ofpublic enemy, war, strikes, labor disputes, or any other similar
cause beyond the reasonable control of CITY or SLAG.
29. ExecutiQn of MOU or Amendment
Feb`uary 26, 2019
Page Is
25C-17
MOU No.: M-025.18
9CAG ProjecNOWP No.: 225-3584J2.11
This MOU, or any amendment related thereto (Amendment), 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 Amendment may be executed by
way of a manual or authorized 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.
30. Effective Date
This MOU shall be effective as of the last date in which the document is executed by both Parties.
31. Entire MOU
This MOU, including the attached Exhibits A, B, Q D, E and F 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.
FebruaryX 2Q l9
Page 16
MOU No.: M-025-18
SCAG Project/OWP No.: 225-3564J2.11
SIGNATURE PAGE TO
MEMORANDUM OF UNDERSTANDING NO. M-025-18
IN WITNESS WHEREOF, the Parties have caused this MOU to be executed by their duly authorized
representatives as of the dates indicated below:
SOUTHERN CALIFORNIA ASSOCIATION GOVERNMENTS C'SCAG")
By: 8h"I
Basil Panas Date
Chief Financial Officer
APPROVED ASSTOFORM:
By: 1/ S
Joann k iica Date
Chief Counsel/Director of Legal Services
CITY OF SANTA ANA ("CITY")
ATTEST:
C,
DAISY GOM EZ
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By:.
hn M. Funk
Assistant City Attorney
C NDED F R APPROVAL:
Fuad S. weiss, PE, PLS
Executi Director
Public arks Agency
Febmary 26, 2019
Page 17
CITY OF SANTA ANA
KRISTINE RIDG
City Manager
Return ORIGINAL
Executed Copy to COTC
(M-30/T11)
25C-19
MOU No.; M-025.18
SLAG Project/OWP No.: 225-3564J2.11
Exhibit A
SCOPE OF WORK AND BUDGET
Taste is Conduct Saturation Patrols
The City of Santa Ana Police Department shall conduct sixteen (16) Saturation Patrols; strategies may
include impaired driving enforcement, enforcement operations focusing on primary collision factors,
distracted driving, night-time seat belt enforcement, and special enforcement operations encouraging
motorcycle safety, enforcement and public awareness in areas with a high number of bicycle and
pedestrian collisions, and educational programs. These strategies are designed to earn media attention thus
enhancing the overall deterrent effect.
Task 1 Deliverables:
1.1 Documentation of Saturation Patrols (photos, list of dates/times/locations, number of contacts,
digital copies of materials provided)
Task Activity
Grant
In -Kind To
(Deliverables
Budget
Budget Cost
Task 1:
Conduct Saturation
Net to exceed
$0.00
Not to
Documentation of Saturation Patrols
Patrols
$28,480.00
exceed
(photos, list of datesttimes/locations,
$28,480.00
number of contacts, digital copies of
materials rovided
Total Grant
$28,480.00
$0.00
$28,480.00
February 26, 2019
Page 19
MOUNo.: M-025-18
SCAB Project/OWP No.: 225-3564J2.11
Exhibit B
IN -KIND SCOPE OF WORK AND BUDGET
Task 2: Present Pedestrian and Bicycle Safety Education to Community Organizations
The City of Santa Ana Public Works Traffic Engineering staff shall conduct ten (10) bicycle and
pedestrian traffic safety presentations to community organizations; including neighborhood associations
and local non-profit coalitions. The presentations will include information on the City's recently adopted
Vision Zero Plan - Safe Mobility Santa Ana; as well as general pedestrian and bicycle best practices and
behaviors.
Task 2 Deliverables:
2.1 Documentation of Bicycle and Pedestrian Safety Presentations (photos, list of
datesttimeMocations, number of participants, digital copies of materials provided)
Task 3: Project Management
Monthly project manager status meetings will occur via telephone (using City of Santa Ana conference
call phone number that will be provided) to ensure regular and consistent communication on upcoming
tasks, identifying potential risks and challenges to success. Participation in the monthly meetings shall
include SCAG Project Manager, City of Santa Ana Project Manager and the Consultant Project
Manager. The status meetings will occur to ensure the project remains on time and within budget, and
expectations are defined. The Consultant will develop the agenda and prepare a summary of monthly
meeting notes. City Staff will participate in managing the project and will be responsible for updating
the City's website to ensure scheduled events are advertised.
Task Deliverables:
3.1 Documentation of Project Manager Meetings (agendas, minutes, documents reviewed)
3.2 Updated Website
Task
Activity
Grant
In -Kind
Total
Deliverables
Budget
Budget
Cost
Task 2:
Present Pedestrian and
Documentation of Bicycle
Bicycle Safety Education
and Pedestrian Safety
to Community
Presentations (photos, list of
Organizations
dates/times/locations, number
of participants, digital copies
WOO
$24,986.00
$24,986.00
of materialsprovided)
Task 3:
Project Management
Documentation of Project
Manager Meetings (agendas,
minutes, documents
reviewed)
Updated Website
Total Local In -Kind Match
$0.00 1
$24,986.00
$24,986.OD
February25,2019
Page 19
25C-21
MOUNo.: M-625-1&
SCAG PfojectIOWP No.: 225-356472.11
Exhibit C
In -Kind Report Format
Use ILwarhead
.cue
IN -KIND (MATCH REPORT
Email In-Wrrd Report ta: _
} .,T
s _. Date:
, } /E.sj $(i'AG t%WP �;�
----------------------
—,.
dCCOVni5p2�}yi0�3C32.riLP9V _
Haan rams
Chief Financial OfficerPerud:i
q� ��
Southern California Association of Goyemments
900 Wilshire Blvd, 17th Floor
'
Las Angeles, CA 90017
Projcot Title:
Cost Categairs
Ratey
Douro
rlmetmt
Fringe Note
Fringe
Wilate*
IDC
.turount
Direct Lubgr MEsWcaflou(s
$0.00
$0.00
$0.00
$0.00
SE,En
$0.00
$0,00
$0.00
$0,00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
50,00
$0-00
$OA0
$0-00
Subtotal- Direct Labor
50.00
$0.00
$"0
$0.00
Other Di Q t i ODCV
$0.00
$0.00
$0.00
Sue
$0.00
50,00
Subtotal-ODCs:
$0.00
$0.00
TDTAL for IN -MEND h rCH
50.00
$0.00
________�
—m----
I, XXXXX, certify that this in -kind match report and the Information attached is no and correct. I also certify that
all eligible and required documentation h on file for this report and that I am the person duly authorized to sign this certification on behalf of my agency.
I father certify that our agency is not using any federal funds to matob expenditure funds.
Tstle
I
Print Name _
F [Date
--
-- _..
rlEeppivab�, fa[ aredss of induecl cos¢ for wockprovidedos mkvuicwhibutiar, a saRrecipient must svbinit an approved Indaeel Ca<I Al'xatmnNhn ((CAP) nr lMtrect Cost Rate
Ngro.l(1CRP)ta SCAG oa...thask for SCAtie review. IEa s:,bcecytkm tus nN receiveda acgotated nxieect cost role P,cyro jy, than C,e sob-recgsiemmsy ckct incharge a
do aitams r r.Ie of 101%ofmoMW (MIDC).
February26,2019
Page 20
25C-22
MOU No.: M-025-1 S
SLAG ProjectlOWP No.: 225-3564J2.11
Exhibit D
Invoice Report Format
INVOICE
Email Invoice ta:
Date:
accountsravable@Scaa,ca.eov
_
_ __
�P"
(
4.Fj
_
Invoice#:
Basil Panas
ChiefFmanciat Officer
�tt
E t Invoke Period:
f
Southern California AssocisCon of Govortments
__
—_ -___
MOU #:
900 Wilshne Blvd., Suite 1700
OWP
Las Angeles, CA 90017
Pro ect Tkle:
Cast Categories
Budget
LYarent
Invoice
[Srrrrrrt
Pregress
Completion
Carrent=l.-,cd&,p,,
lawke
Total
P7TF
progress
Carnplednn
Balance
Tack I
Task 1.1 -Pro cot Kick ofimactin
$D,00 $0.00
{ $O.DO
0°h
Task 1.2- Praect Coor&atroa
0%
Task 2
Task 2.1-
$0.00
0°la
$D.pp
$o.00
$D.po
Task 3
Task 3.1-
$OAO
$OAO
$O.W
Task d
Task 4.1 -
$0,00
0%
$D,OD
$0.00
Moo
Task 5
Task s.I _
$p,00
o°i°
$O.DO 90.00
$0,00
Task 6
Task 6A-
$OAO
0%
$p.00
$0.00
$Q.DO
Task 7
Task 7.1 -
WOO 0%
$0.00
$0.00 $0.00
Task 8
Task 8A -
$0,00
0%
$OA0
$0,00
Moo
TOTAL
$70,000.00
$0.00
$0.00
SOM
$0.00
$70000.00
Please lend check W
ANr4ebF�8SDb
CrkY/Cate1'itP,4 w, .;�
Febmary 26, 2019
Page 21
25C—L3
MOU No.: M-025.18
SCAGProjecttOW No.:225-3564J2.11
Exhibit E
Fair Employment Practices Addendum
In the performance of this Agreement, the City of Santa Ana ("CITY') will not discriminate against
any employee for employment because of race, color, sex, sexual orientation, religion, ancestry or
national origin, physical disability, medical condition, marital status, political affiliation, family and
medical care leave, pregnancy leave, or disability leave. CITY will take affirmative action to ensure
that employees are treated during employment without regard to their race, sex, sexual orientation,
color, religion, ancestry, or national origin, physical disability, medical condition, marital status,
politicatl affiliation, family and medical care leave, pregnancy leave, or disability leave. Such action
shall include, but not be limited to, the following: employment; upgrading; demotion or transfer;
recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of
compensation; and selection for training, including apprenticeship. CITY shall post in conspicuous
places, available to employees for employment, notices to be provided by SCAG setting forth the
provisions of this Fair Employment section if requested by CITY.
2. CITY, its contractor(s) and all subcontractors shall comply with the provisions of the Fair
Employment and Housing Act (Government Code Section 1290-0 et seq.), and the applicable
regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285.0 et seq.).
The applicable regulations of the Fair Employment and Housing Commission implementing
Government Code, Section 12900(a-t), set forth in Chapter 5 of Division 4 of Title 2 of the
California Code of Regulations are incorporated into this MOU by reference and made a part hereof
as if set forth in full, Each of the CITY's contractors and all subcontractors shall give written notice
of their obligations under this clause to labor organizations with which they have a collective
bargaining or other agreements, as appropriate.
3. CITY shall include the nondiscrimination and compliance provisions of this clause in all contracts
and subcontracts to perform work under this MOU.
4. CITY will permit access to the records of employment, employment advertisements, application
forms, and other pertinent data and records by SCAG, the State Fair Employment and Housing
Commission, or any other agency of the State of California designated by SCAG, for the purposes of
investigation to ascertain compliance with the Fair Employment section of this MOU.
5. Remedies for Willful Violation:
a) SCAG may determine a willful violation of the Fair Employment provision to have occurred upon
receipt of a final judgment to that effect from a court in an action to which CITY was a party, or
upon receipt of a written notice from the Fair Employment and Housing Commission that it has
investigated and determined that CITY has violated the Fair Employment Practices Act said had
issued an order under Labor Code Section 1426 which has become final or has obtained an
injunction under Labor Code Section 1429.
b) For willful violation of this Fair Employment Provision, SCAG shall have the right to terminate this
MOU either in whole or in part, and any loss or damage sustained by SCAG in securing the goods or
services thereunder shall be borne and paid for by CITY and by the surety under the performance
bond, if any, and SCAG may deduct from any moneys due or thereafter may become due to CITY,
the difference between the price named in the MOU and the actual cost thereof to SCAG to cure
CITY's breach of this MOU.
Febmmy 26, 2019
Page 22 25C-2n
MOUNo.: M-02549
9CAG Project/0 WP No.: 225-356 J2.I 1
Exhibit F
Nondiscrimination Assurances
For purposes of this Agreement, the City of Santa Ana ("CITY") HEREBY AGREES THAT, as a
condition to receiving any federal financial assistance from SLAG, it will comply with Title VI of the
Civil Rights Act of 1964, 78 Stat. 252,42 U.S.C. 2000d-42 U.S.C. 2000d-4 (hereinafter referred to as
the ACT), and all requirements imposed by or pursuant to Title 49, Code of Federal Regulations,
Department of Transportation, Subtitle A, Office of the Secretary, Part 21, "Nondiscrimination in
Federally -Assisted Programs of the Department of Transportation — Effectuation of Title VI of the Civil
Rights Act of 1964" (hereinafter referred to as the REGULATIONS), the Federal -aid Highway Act of
1973, and other pertinent directives, to the end that in accordance with the ACT, REGULATIONS, and
other pertinent directives, no person in the United States shall, on the grounds of race, color, sex,
national origin, religion, age or disability, be excluded from participation in, be denied the benefits of, or
be otherwise subjected to discrimination under any program or activity for which CITY receives federal
financial assistance from the Federal Department of Transportation. CITY HEREBY GIVES
ASSURANCE THAT CITY will promptly take any measures necessary to effectuate this MOU. This
assurance is required by subsection 21.7(a) (1) of the REGULATIONS.
More specifically, and without limiting the above general assurance, CITY hereby gives the following
specific assurances with respect to its federal -aid Program:
I. That CITY agrees that each "program" and each "facility" as defined in subsections 21.23 (e)
and 21.23 (b) of the REGULATIONS, will be (with regard to a "program") conducted, or will be
(with regard to "facility") operated in compliance with all requirements imposed by, or pursuant
to, the REGULATIONS.
2. That CITY shall insert the following notification in all solicitations for bids for work or material
subject to the REGULATIONS made in connection with the federal -aid Program and, in adapted
from, in all proposals for negotiated agreements:
CITY hereby notifies all bidders that it will affirmatively ensure that in any agreement entered into
pursuant to this advertisement, disadvantaged business enterprises will be afforded full opportunity to
submit bids in response to this invitation and will not be discriminated against on the grounds of race,
color, sex, national original, religion, age, or disability in consideration for an award.
That CITY shall insert the clauses of Appendix. A of this Exhibit F in every agreement subject to
the ACT and the REGULATIONS.
4. That the clauses of Appendix B of this Exhibit F shall be included as a covenant running with the
land, in any deed effecting a transfer of real property, structures, or improvements thereon, or
interest therein.
5. That where CITY receives federal financial assistance to construct a facility, or part of a facility,
the Assurance shall extend to the entire facility and facilities operated in connection therewith.
6. That where CITY receives federal financial assistance in the form, or for the acquisition, of real
property or an interest in real property, the Assurance shall extend to rights to space on, over, or
under such property,
Febmary 26, 2019
Page 25 ^�
2SG-`5
MOTJ No.: M-025-18
SCAG Projeer/OWP No.: 225-3564J2.11
7. That CITY shall include the appropriate clauses set forth in Appendix C and D of this Assurance,
as a covenant running with the land, in any future deeds, leases, permits, licenses, and similar
agreements entered into by the CITY with other parties:
Appendix C;
a) for the subsequent transfer of real property acquired or improved under the federal -aid
Program; and
Appendix D;
b) for the construction or use of or access to space on, over, or under real property acquired,
or improved under the federal -aid Program.
8. That this assurance obligates CITY for the period during which federal financial assistance is
extended to the program, except where the federal financial assistance is to provide, or is in the
form of, personal property or real property or interest therein, or structures, or improvements
thereon, in which case the assurance obligates CITY or any transferee for the longer of the
following periods:
a) the period during which the property is used for a purpose for which the federal financial
assistance is extended, or for another purpose involving the provision of similar services
or benefits; or
b) the period during which CITY retains ownership or possession of the property.
9. That CITY shall provide for such methods of administration for the program as are found by the
U.S. Secretary of Transportation, or the official to whom he delegates specific authority, to give
reasonable guarantee that CITY, other recipients, sub -grantees, applicants, sub -applicants,
transferees, successors in interest, and other participants of federal financial assistance under
such program will comply with all requirements imposed by, or pursuant to, the ACT, the
REGULATIONS, this Assurance and the MOU.
10. That CITY agrees that SCAG, the United States and the State of California have a right to seek
judicial enforcement with regard to any matter arising under the ACT, the REGULATIONS, and
this Assurance.
11. CITY shall not discriminate on the basis of race, religion, age, disability, color, national origin or
sex in the award and performance of any SCAG assisted contract or in the administration on its
DBE Program or the requirements of 49 CFR Part 26, CITY shall take all necessary and
reasonable steps under 49 CFR Part 26 to ensure non-discrimination in the award and
administration of SCAG assisted contracts. CITY'S DBE Implementation Agreement is
incorporated by reference in this MOU. implementation of this program is a legal obligation and
failure to carry out its terms shall be treated as a violation of this agreement. Upon notification to
the recipient of its failure to carry out its approved DBE Implementation Agreement, SCAG may
impose sanctions as provided for under 49 CFR Part 26 and may, in appropriate cases, refer the
matter for enforcement under 18 USC 1001 and/or the Program Fraud Civil Remedies Act of
1985 (31USC 3801 et seq.)
February 26, 2019
Page 24
zsc-zs
MOUNo, : M-025-18
SCAG ProjeadOWP No.: 225-3564I2,11
THESE ASSURANCES are given in consideration of and for the purpose of obtaining any and all
federal grants, loans, agreements, property, discounts or other federal financial assistance extended after
the date hereof to CITY by SCAG, and is binding on CITY, other recipients, subgrantees, applicants,
sub -applicants, transferees, successors in interest and other participants in the federal -aid Highway
Program.
Febmary 26, 2019
Page 25
26C-L7
MOU Nu, : M-Q25-1 &
SCAB ProjeeU4WP No.: 225-3564J2.I1
APPENDIX A TO EXHIBIT F
During the performance of this Agreement, the City of Santa Ana, for itself, its assignees and successors
in interest (hereinafter collectively referred to as "CITY") agrees as follows:
(1) Compliance with Regulations: CITY shall comply with the regulations relative to
nondiscrimination in federally assisted programs of the Department of Transportation, Title 49, Code of
Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to as the
REGULATIONS), which are herein incorporated by reference and made a part of this MOU,
(2) Nondiscrimination: CITY, with regard to the work performed by it during the MOU, shall not
discriminate on the grounds of race, color, sex, national origin, religion, age, or disability in the selection
and retention of sub -applicants, including procurements of materials and leases of equipment. CITY
shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the
REGULATIONS, including employment practices when the agreement covers a program set forth in
Appendix E of the REGULATIONS.
(3) Solicitations for Sub -agreements, Including Procurements of Materials and Equipment: In all
solicitations either by competitive bidding or negotiation made by CITY for work to be performed under
a Sub -agreement, including procurements of materials or leases of equipment, each potential sub -
applicant or supplier shall be notified by CITY of the CITY's obligations under this MOU and the
REGULATIONS relative to nondiscrimination on the grounds of race, color, or national origin.
(4) Information and Reports: CITY shall provide all information and reports required by the
REGULATIONS, or directives issued pursuant thereto, and shall permit access to CITY's books,
records, accounts, other sources of information, and its facilities as may be determined by SLAG,
STATE or FHWA to be pertinent to ascertain compliance with such REGULATIONS or directives.
Where any information required of CITY is in the exclusive possession of another who fails or refuses
to famish this information, CITY shall so certify to SCAG, STATE or the FHWA as appropriate, and
shall set forth what efforts CITY has made to obtain the information.
(5) Sanctions for Noncompliance, In the event of CITY's noncompliance with the nondiscrimination
provisions of this agreement, SCAG shall impose such agreement sanctions as it or the STATE, and
FHWA may determine to be appropriate, including, but not limited to:
(a) withholding of payments to CITY under the MOU within a reasonable period of time, not to exceed
90 days; and/or
(b) cancellation, termination or suspension of the MOU, in whole or in part.
(6) Incorporation of Provisions: CITY shalt include the provisions of paragraphs (1) through (6) in
every sub -agreement, including procurements of materials and leases of equipment, unless exempt by
the REGULATIONS, or directives issued pursuant thereto. CITY shall take such action with respect to
any sub -agreement or procurement as SCAG, STATE or FHWA may direct as a means of enforcing
such provisions including sanctions for noncompliance, provided, however, that, in the event CITY
becomes involved in, or is threatened with, litigation with a sub -applicant or supplier as a result of such
Fekuwy 26, 2619
Page 26
i
MOU No.: M-025-28
SCAG ProjNVOWP No.. 225-356412.1I
direction, CITY may request SCAG enter into such litigation to protect the interests of SCAG, and, in
addition, CITY may request the United States to enter into such litigation to protect the interests of the
United States.
r4bm"p 26, 20i9
Page 27
25C-29
MOU No.: K025-18
SLAG ProjecUMP No.: 225-3564J2.11
APPENDIX B TO EXHIBIT F
The following clauses shall be included in any and all deeds effecting or recording the transfer of
PROJECT real property, structures or improvements thereon, or interest therein from the United States.
(GRANTING CLAUSE)
NOW, THEREFORE, the U.S. Department of Transportation, as authorized by law, and upon the
condition that CITY will accept title to the lands and maintain the project constructed thereon, in
accordance with Title 23, United States Code, the Regulations for the Administration of federal -aid for
Highways and the policies and procedures prescribed by the Federal Highway Administration of the
Department of Transportation and, also in accordance with and in compliance with the Regulations
pertaining to and effectuating the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252; 42
U.S.C. 2000d to 2000d-4), does hereby remise, release, quitclaim and convey unto the CITY all the
right, title, and interest of the U.S. Department of Transportation in, and to, said lands described in
Exhibit "E" attached hereto and made a part hereof
(HABENDUM CLAUSE)
TO HAVE AND TO HOLD said lands and interests therein unto CITY and its successors forever,
subject, however, to the covenant, conditions, restrictions and reservations herein contained as follows,
which will remain in effect for the period during which the real property or structures are used for a
purpose for which federal financial assistance is extended or for another purpose involving the provision
of similar services or benefits and shall be binding on CITY, its successors and assigns.
CITY, in considcm o"fthe-conveyance of said -lands -and .interests in.landsrdoes hereby covenant and
agree as a covenant running with the land for itself, its successors and assigns,
(1) that no person shall on the grounds of race, color, sex, national origin, religion, age or disability, be
excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination
with regard to any facility located wholly or in part on, over, or under such lands hereby conveyed (;)
(and) *
(2) that CITY shall use the lands and interests in lands so conveyed, in compliance with all requirements
imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle
A, Office of the Secretary, Part 21, Non-discrimination in federally -assisted programs of the Department
of Transportation - Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations may
be amended (;) and
(3) that in the event of breach of any of the above -mentioned nondiscrimination conditions, the U.S.
Department of Transportation shall have a right to re-enter said lands and facilities on said Iand, and the
above -described land and facilities shall thereon revert to and vest in and become the absolute property
of the U.S. Department of Transportation and its assigns as such interest existed prior to this deed.*
* Reverter clause and related language to be used only when it is determined that such a clause is
necessary in order to effectuate the purposes of Title VI of the Civil Rights Act of 1964.
Febmaty 26, 2019
Page 28
ITl= STI
MOUNo. ; M-025-18
SLAG ProjecNOWP No.: 225-3564M1I
APPENDIX C TO EXHIBIT F
The following clauses shall be included in any and all deeds, licenses, leases, permits, or similar
instruments entered into by CITY, pursuant to the provisions of Assurance ?(a) of Exhibit F.
The grantee (licensee, lessee, permittee, etc., as appropriate) for himself, his heirs, personal
representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby
covenant and agree (in the case of deeds and leases add "as covenant running with the land") that in the
event facilities are constructed, maintained, or otherwise operated on the said property described in this
(deed, license, lease, permit, etc.) for a purpose for which a U.S. Department of Transportation program
or activity is extended or for another purpose involving the provision of similar services or benefits, the
(grantee, licensee, lessee, permittee, etc.), shall maintain and operate such facilities and services in
compliance with all other requirements imposed pursuant to Title 49, Code of Federal Regulations, U.S.
Department of Transportation, Subtitle A, Office of Secretary, Part 21, Nondiscrimination in federally -
assisted programs of the Department of Transportation - Effectuation of Title VI of the Civil Rights Act
of 1964, and as said Regulations maybe amended.
(Include in licenses, leases, permits, etc.)*
That in the event of breach of any of the above nondiscrimination covenants, CITY shall have the right
to terminate the (license, lease, permit etc.) and to re-enter and repossess said land and the facilities
thereon, and hold the same as if said (license, lease, permit, etc.) had never been made or issued.
(Include in deeds)*
That in the event of breach of any of the above nondiscrimination covenants, CITY shall have the right
to re-enter said land and facilities thereon, and the above- described lands and facilities shall thereupon
revert to and vest in and become the absolute property of CITY and its assigns.
* Reverter clause and related language to be used only when it is determined that such a clause is
necessary in order to effectuate the purposes of Title VI of the Civil Rights Act of 1964.
Febnmy 26, 2619
Page 29
25C-31
MOU No.: M-025.18
SCAG ProjeedoWP No.: 225-356432.11
APPENDIX D TO EXHIBIT F
The following shall be included in all deeds, licenses, leases, permits, or similar agreements entered into
by the CITY, pursuant to the provisions of Assurance 7 (b) of Exhibit F.
The grantee (licensee, lessee, permittee, etc., as appropriate) for himself, his personal representatives,
successors in interest and assigns, as a part of the consideration hereof, does hereby covenant and agree
(in the case of deeds, and leases add "as a covenant running with the land") that:
(1) no person on the ground of race, color, sex, national origin, religion, age or disability, shall be
excluded from participation in, denied the benefits of, or otherwise subjected to discrimination in the use
of said facilities;
(2) that in the construction of any improvements on, over, or under such land and the furnishing of
services thereon, no person on the ground of race, color, sex, national origin, religion, age or disability
shall be excluded from participation in, denied the benefits of, or otherwise be subjected to
discrimination; and
(3) that the (grantee, licensee, lessee, permittee, etc.,) shall use the promises in compliance with the
Regulations.
(Include in licenses, leases, permits, etc.)*
That in the event of breach of any of the above nondiscrimination covenants, CITY shall have the right
to terminate the (license, lease, permit, etc.) and to re-enter and repossess said land and the facilities
thereon, and hold the same as if said (license, lease, permit, etc.) had never been made or issued.
(Include in deeds)*
That in the event of breach of any of the above nondiscrimination covenants, CITY shall have the right
to re-enter said land and facilities thereon, and the above- described lands and facilities shall thereupon
revert to and vest in and become the absolute property of CITY, and its assigns.
* Reverter clause and related Ianguage to be used only when it is determined that such a clause is
necessary in order to effectuate the purposes of Title VI of the Civil Rights Act of 1964.
February 26, 2019
Page 50
25G-32