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HomeMy WebLinkAboutItem 15 - Cooperative Agreement Regarding First Street Multimodal Boulevard Study Public Works Agency www.santa-ana.org/pw Item # 15 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report February 18, 2025 TOPIC: First Street Multimodal Boulevard Study AGENDA TITLE Cooperative Agreement with Orange County Transportation Authority for the First Street Multimodal Boulevard Study (Project No. 25-6042) (Non-General Fund) RECOMMENDED ACTION 1. Approve an appropriation adjustment recognizing Regional Early Action Planning 2.0 funding in the amount of $4,300,000 into the Public Services-Street Safety Projects, State Grant-Indirect revenue account and appropriate the same amount into the State Safety Projects, Improvements Other Than Building expenditure account (Requires five affirmative votes). 2. Approve a Cooperative Agreement with Orange County Transportation Authority in an amount not to exceed $4,300,000, for the evaluation and preliminary design of the First Street Boulevard Study, effective upon full approval of the agreement through December 31, 2027 (Agreement No. A-2025-XXX). 3. Approve an amendment to the Fiscal Year 2024-25 Capital Improvement Program to include $4,300,000 in study and design funds for the First Street Boulevard Multimodal Study (Project No. 25-6042). GOVERNMENT CODE §84308 APPLIES: No DISCUSSION First Street between Bristol Street and Tustin Avenue is a highly used corridor for all modes of transportation. The Public Works Agency (PWA) recommends studying this corridor for potential improvements within the existing street right of way. The proposed study of the First Street segment has the ultimate goal of enhancing efficiency, access, and safety for motorists, users of public transportation, bicyclists, and pedestrians. On April 12, 2023, the Orange County Transportation Authority (OCTA), in cooperation with the City, submitted an application to Southern California Association of Governments (SCAG) for Regional Early Action Planning (REAP 2.0) grant funding which seeks to accelerate progress towards state housing goals and climate First Street Multimodal Boulevard Study February 18, 2025 Page 2 4 8 3 1 commitments through strengthened partnerships between the state, its regions, and local entities. REAP 2.0 seeks to accelerate infill housing developments, reduce Vehicle Miles Traveled, increase housing supply at all affordability levels, affirmatively further fair housing, and facilitate the implementation of adopted regional and local plans to achieve these goals. On July 6, 2023, SCAG awarded OCTA $11 million in state funding REAP 2.0 grant funds for 11 OCTA planning, outreach, transit, active transportation, and transit signal priority projects, which included funding for the First Street Boulevard Multimodal Study. The First Street Multimodal Boulevard Study will look at options to enhance transportation along First Street by assessing the feasibility of various infrastructure improvements through robust community outreach efforts, field data analyses, and computer modeling. The General Plan, Mobility Element classifies this segment of First Street as a Primary Arterial with a Class IV Cycle Track. A Primary Arterial is characterized as a street with four travel lanes and a center median. A Class IV Cycle Track is a bicycle lane separated and protected from vehicle travel lanes by barriers such as concrete medians. The study evaluates pedestrian, bicycle, and transit improvements that promote safety and transportation goals consistent with the City’s General Plan. These potential improvements will benefit the Santa Ana residents who utilize OCTA’s Route 64, one of the highest ridership bus routes in Orange County. Route 64 services Orange County bus riders from the Westminster Mall to the Larwin Square Shopping Mall in Tustin while traversing right through the heart of the City of Santa Ana on First Street. The deliverables and projected schedule under this planning grant are as follows: •Award Consultant Contract (April 2025) •Analyses and Assessment (April – December 2025) •Outreach and Engagement (June – October 2025) •Conceptual Planning (April – December 2025) •Engineered Plan Production (January – June 2026) Under the proposed cooperative agreement (Exhibit 1), the City agrees to complete the study per the scope and guidelines approved by SCAG (Exhibit 2). The study will include City in-house engineering project management and procurement of consultants with up to $430,000 set aside to reimburse the City for staff time spent on the study. Funds will be issued to the City on a reimbursement basis. An amendment to the FY 24/25 Capital Improvements Program (Exhibit 3) is necessary to properly document the additional project and funding in the current fiscal year. Staff will return to Council for approval of the recommended improvements prior to advancing to the final engineering plan production phase (December 2025). The study must be completed by June 30, 2026. There is no requirement to construct the First Street Multimodal Boulevard Study February 18, 2025 Page 3 4 8 3 1 recommended project. At the completion of this study, the City will be positioned to seek grant funds to carry out the infrastructure improvements as approved by City Council. Staff recommends the approval of the proposed Cooperative Agreement with OCTA in order to identify the roles and responsibilities of each agency including provisions from SCAG to ensure compliance with REAP 2.0 grant funding guidelines and identify OCTA’s responsibilities for reimbursement and reporting to SCAG. ENVIRONMENTAL IMPACT There is no environmental impact associated with the action. FISCAL IMPACT With the approval of the requested appropriation adjustment, $4,300,000 in REAP 2.0 grant funds will be recognized in the Public Services-Street Safety Projects, State Grant-Indirect revenue account (No. 14717002-52027) and appropriate it for spending in the Regional Early Action Planning Grant, Improvements Other Than Building expenditure account (No. 14717613-66220). The following table summarizes the funds budgeted for FY 2024-25. Any unspent budget in FY2024-25 will be included in future year Carry Forward for City Council consideration. Fiscal Year Accounting Unit - Account No. (Project No.) Fund Description Accounting Unit - Account No. Description Amount APPROPRIATION ADJUSTMENT 2024-25 14717613-66220 (25-6042) Street Safety Programs Regional Early Action Plng Grt, Improvements Other Than Building $4,300,000 TOTAL $4,300,000 EXHIBIT(S) 1. Cooperative Agreement 2. SCAG Scope & Guidelines 3. FY 2024-25 Capital Improvement Program Sheet Submitted By: Nabil Saba, P.E., Executive Director – Public Works Agency Approved By: Alvaro Nuñez, City Manager EXHIBIT 1 1 2 COOPERATIVE AGREEMENT NO. C-4-2053 BETWEEN 3 ORANGE COUNTY TRANSPORTATION AUTHORITY 4 AND CITY OF SANTA ANA5 6 FOR 7 FIRST STREET MULTIMODAL BOULEVARD STUDY 8 THIS COOPERATIVE AGREEMENT(Agreement) is effective this __ day of ________2025 9 (“Effective Date”), by and between the Orange County Transportation Authority, 550 South Main Street, P.O. Box 14184, Orange California 92863-1584, a public corporation of the State of California (herein referred to as “AUTHORITY”) and the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92702, a municipal corporation duly organized and existing under the constitution and laws of the State of California (herein referred to as “CITY”), each individually known as “PARTY”, and collectively referred 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 to as “PARTIES”. RECITALS: WHEREAS, AUTHORITY and CITY desire to enter into a Cooperative Agreement to define the roles and responsibilities related to funding between AUTHORITY and CITY for final design and construction of the First Street Multimodal Boulevard Study Project as defined in the scope of work provided in Exhibit A, herein incorporated by reference; (hereinafter referred to as “PROJECT”); and WHEREAS, the PROJECT is funded with Regional Early Action Planning Grant Program of 2021 (hereinafter referred to as “REAP 2.0”) funds; and WHEREAS, REAP 2.0 is a program that seeks to accelerate progress towards state housing goals and climate commitments through a strengthened partnership between the state, its regions, and local entities. REAP 2.0 seeks to accelerate infill housing development, reduce Vehicle Miles Traveled, increase housing supply at all affordability levels, affirmatively further fair housing, and facilitate the implementation of adopted regional and local plans to achieve these goals; and Page 1 of 12 COOPERATIVE AGREEMENT NO. C-4-2053 1 2 WHEREAS, the California Department of Housing and Community Development (HCD) administers REAP 2.0 in accordance with Health and Safety Code sections 50515.06 to 50515.10 (“Statues”) and REAP 2.0 guidelines for Metropolitan Planning Organizations (MPO) applicants released by HCD pursuant to the Statutes (herein referred to as “REAP 2.0 Guidelines”); and WHEREAS, the Southern California Association of Governments (herein referred to as “SCAG”) is the federally designated MPO for Southern California; and 3 4 5 6 7 WHEREAS, on April 12, 2023, SCAG released a Call for Applications for REAP 2.0; and WHEREAS, the AUTHORITY submitted on behalf of the CITY and was awarded REAP 2.0 funding through SCAG for the PROJECT; and 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 WHEREAS, the AUTHORITY’s Board of Directors, at its July 24, 2023, meeting, approved AUTHORITY’s financial commitment to the PROJECT of up to Four Million Three Hundred Thousand Dollars ($4,300,000); and WHEREAS, AUTHORITY will provide Four Million Three Hundred Thousand Dollars ($4,300,000) in REAP 2.0 funds to the CITY; and WHEREAS, CITY agrees to act as the lead agency for preliminary engineering, right-of-way, construction and construction management of PROJECT; and WHEREAS, this Agreement defines the specific terms and conditions and funding responsibilities between the PARTIES for completion of PROJECT; and WHEREAS, AUTHORITY and SCAG have entered into a Memorandum of Understanding (MOU) regarding the administration and delivery of projects awarded REAP 2.0 funds. The MOU requires certain flow-down provisions to be included in all agreements entered for this PROJECT. These provisions are contained in Exhibit B to this Agreement ; and WHEREAS, the AUTHORITY’s Board of Directors authorized this Agreement on January 27, 2025; and WHEREAS, CITY’s City Council approved this Agreement on _____ day of ______________________ 2025. Page 2 of 12 COOPERATIVE AGREEMENT NO. C-4-2053 1 2 NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and CITY as follows: ARTICLE 1. COMPLETE AGREEMENT 3 A.This Agreement, including any attachments incorporated herein and made applicable by 4 reference, constitutes the complete and exclusive statement of the term(s) and condition(s) of this Agreement between AUTHORITY and CITY concerning the PROJECT and it supersedes all prior representations, understandings, and communications. The invalidity in whole or in part of any term or condition of this Agreement shall not affect the validity of other term(s) or conditions(s) of this Cooperative Agreement. The above-referenced Recitals are true and correct and are incorporated by reference herein. 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 B.AUTHORITY’s failure to insist on any instance(s) of CITY’s performance of any term(s) or condition(s) of this Agreement shall not be construed as a waiver or relinquishment of AUTHORITY’s right to such performance or to future performance of such term(s) or condition(s), and CITY's obligation in respect thereto shall continue in full force and effect. Changes to any portion of this Agreement shall not be binding upon AUTHORITY except when specifically confirmed in writing by an authorized representative of AUTHORITY by way of a written amendment to this Agreement and issued in accordance with the provisions of this Agreement. C.CITY’s failure to insist on any instance(s) of AUTHORITY’s performance of any term(s) or condition(s) of this Agreement shall not be construed as a waiver or relinquishment of CITY’s right to such performance or to future performance of such term(s) or condition(s), and AUTHORITY’s obligation in respect thereto shall continue in full force and effect. Changes to any portion of this Agreement shall not be binding upon CITY except when specifically confirmed in writing by an authorized representative of CITY by way of a written amendment to this Agreement and issued in accordance with the provisions of this Agreement. ARTICLE 2. SCOPE OF AGREEMENT This Agreement specifies the terms and conditions, roles and responsibilities of the PARTIES as they pertain to the subjects and PROJECT addressed herein. Both PARTIES agree that each will Page 3 of 12 COOPERATIVE AGREEMENT NO. C-4-2053 1 2 cooperate and coordinate with the other in all activities covered by this Agreement and any other supplemental agreements that may be required to facilitate purposes thereof. ARTICLE 3. RESPONSIBILITIES OF AUTHORITY3 4 AUTHORITY agrees to the following responsibilities for the PROJECT: 5 A. B. AUTHORITY shall provide assistance to CITY in securing the REAP funds. 6 AUTHORITY shall not be authorized to program any amount beyond what has been 7 identified in this Agreement as REAP and what is ultimately approved for PROJECT by SCAG. C. AUTHORITY shall review and approve CITY’s request for obligation of REAP funds prior to submittal to SCAG. 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 D.AUTHORITY shall allocate the CITY’s share of the PROJECT in the amount not-to- exceed Four Million Three Hundred Thousand Dollars ($4,300,000) for the PROJECT using REAP funds. E.AUTHORITY shall process all required documents from the CITY and invoice SCAG on behalf of the CITY for the REAP funds. F. REAP funds. G. AUTHORITY shall submit all status reports as required by SCAG to maintain eligibility for AUTHORITY shall inform CITY in writing of any requested changes or delays to the reimbursement of the PROJECT. ARTICLE 4. RESPONSIBILITIES OF CITY CITY agrees to the following responsibilities for the PROJECT: A. construct the PROJECT consistent with REAP 2.0 Goals and Objectives. B. CITY shall act as the lead agency for the preliminary engineering, right-of-way, construction and construction management of PROJECT. CITY shall possess the legal authority to deliver this project and to finance, acquire, and C.CITY is responsible for completing PROJECT in accordance with the funding plan (Exhibit A), and to abide by all SCAG programming guidelines, flow-down provisions (Exhibit B), and any and all other State (California Department of Transportation) requirements. Page 4 of 12 COOPERATIVE AGREEMENT NO. C-4-2053 1 2 D.CITY shall comply with all local and State project delivery requirements including, but not limited to, Disadvantaged Business Enterprise, American with Disabilities Act, and Buy America provisions.3 4 E.CITY shall submit applicable National Environmental Policy Act (NEPA) and the California 5 Environmental Quality Act (CEQA) environmental documentation to AUTHORITY. 6 F. regulations. G. CITY shall procure in compliance with all applicable federal, state, and local laws and CITY shall coordinate with AUTHORITY to provide information to the SCAG Project 7 8 9 Manager regarding any existing solicitation for the PROJECT. Information shall be provided and a written approval by the SCAG Project Manager shall be obtained. CITY will not advertise or award a contract before SCAG authorization to proceed. 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 H.CITY shall invoice AUTHORITY and provide expenditure reports to AUTHORITY reflecting funds expended for PROJECT and consistent with flow-down provisions, as identified in Exhibit B. I.CITY shall prepare and submit a quarterly report per Exhibit B requirements to AUTHORITY within seven (7) days of the month following the end of each quarter (April, July, October, and January). J.CITY shall prepare and submit invoices and all required reports to AUTHORITY in a timely manner in order to avoid any penalties that could reduce funding to PROJECT. K. L. CITY agrees that any cost overruns shall be the responsibility of CITY. If CITY receives local, state, or federal funds from a non-AUTHORITY source, CITY will not invoice AUTHORITY for the amount received from the other non-AUTHORITY source(s). M. CITY will notify AUTHORITY regarding any non-AUTHORITY revenues received for the PROJECT and AUTHORITY funds may not pay for expenses already supported through these non-AUTHORITY revenues. N.CITY will notify AUTHORITY if REAP 2.0 funds are used for other than the intended Page 5 of 12 COOPERATIVE AGREEMENT NO. C-4-2053 1 2 purposes as defined by federal or state guidelines. O. CITY agrees that AUTHORITY reserves the right to change the fund source programmed to the PROJECT and AUTHORITY would notify CITY of such a change. A. CITY shall maintain and operate the property acquired, developed, rehabilitated, or restored for the life of the resultant facility(ies) or activity. 3 4 5 6 B.Failure of CITY to abide by conditions above may result in modification of funding, 7 termination of this Agreement, and repayment of the REAP 2.0 funds. ARTICLE 5. REQUEST FOR REIMBURSEMENT In order for CITY to be reimbursed for incurred costs relative to PROJECT, CITY agrees: 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 A. are required by the MOU between AUTHORITY and SCAG, and specifically those related to invoicing. B. If CITY uses CITY labor to accomplish PROJECT or services under PROJECT, CITY may utilize its current approved CITY fiscal year budget overhead rate when seeking reimbursement. C. To prepare and submit to AUTHORITY an invoice with supporting documentation within To comply with all flow-down provisions contained in Exhibit B to this Agreement, which 15 days of paying CITY’s consultant(s). CITY’s invoice shall include allowable PROJECT costs incurred and paid for by CITY. The invoice submitted by CITY shall be signed by an authorized agent who can duly certify the accuracy of the included information. D. E. The invoice shall be submitted on CITY’s letterhead. The invoice shall be submitted by CITY, and in duplicate, to AUTHORITY’s Accounts Payable Office. Each invoice shall include the following information: 1. Agreement Number C-4-2053 2. SCAG Project Number OWP No. 305-4926.01 3. The total of PROJECT expenditures shall specify the percent and amount of funds to be reimbursed, and include support documentation for all expenses invoiced. 4. Progress report with adequate detail describing all work completed. 5. The time period covered by the invoice; Page 6 of 12 COOPERATIVE AGREEMENT NO. C-4-2053 1 2 6. Labor (staff name, hours charged, hourly billing rate, current charges, and cumulative charges) performed during the billing period; 7. Such other information as requested by AUTHORITY and SCAG as part of Exhibit B, or to reasonably substantiate the validity of an invoice. 3 4 5 F. expenses. G. To consult with AUTHORITY’s Project Manager for questions regarding non-reimbursable 6 7 That total payments shall not exceed the maximum obligation specified in Article 6. 8 Maximum Obligation. ARTICLE 6. MAXIMUM OBLIGATION9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 Notwithstanding any provisions of this Agreement to the contrary, AUTHORITY and CITY mutually agree that AUTHORITY’s maximum cumulative payment obligation hereunder shall be Four Million Three Hundred Thousand Dollars ($4,300,000), unless agreed to and amended by both PARTIES. ARTICLE 7. DELEGATED AUTHORITY Any actions required to be taken by CITY in the implementation of this Agreement, including execution of amendments, are delegated to its Director of Public Works, or designee, and any actions required to be taken by AUTHORITY in the implementation of this Agreement, including execution of amendments, are delegated to AUTHORITY’s Chief Executive Officer, or designee. ARTICLE 8. AUDIT AND INSPECTION AUTHORITY and CITY shall maintain a complete set of records in accordance with generally accepted accounting principles. The original records shall be maintained within the CITY limits. Upon reasonable notice, CITY shall permit the authorized representatives of AUTHORITY to inspect and audit all work, materials, payroll, books, accounts and other data and records of CITY for a period of not less than four (4) years after final payment, or until any on-going audit is completed whichever is longer. For purposes of audit, the date of completion of this Agreement shall be the later date of AUTHORITY’s payment of CITY’s final billing (so noted on the invoice) or SCAG’s final payment of all REAP funds to AUTHORITY under this Agreement. AUTHORITY shall have the right to reproduce any such books, Page 7 of 12 COOPERATIVE AGREEMENT NO. C-4-2053 1 2 records, and accounts. The above provision with respect to audits shall extend to and/or be included in construction contracts with CITY’s contractor. 3 ARTICLE 9. INDEMNIFICATION 4 A.CITY shall indemnify, defend and hold harmless AUTHORITY, its officers, directors, 5 employees and agents from and against any and all claims (including attorney's fees and reasonable expenses for litigation or settlement) for any loss or damages, bodily injuries, including death, worker’s compensation subrogation claims, damage to or loss of use of property alleged to be caused by the negligent acts, omissions or willful misconduct by CITY, its officers, directors, employees or agents in connection with or arising out of the performance of this Agreement. 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 B.AUTHORITY shall indemnify, defend and hold harmless CITY, its officers, directors, employees and agents from and against any and all claims (including attorney’s fees and reasonable expenses for litigation or settlement) for any loss or damages, bodily injuries, including death, worker’s compensation subrogation claims, damage to or loss of use of property alleged to be caused by the negligent acts, omissions or willful misconduct by AUTHORITY, its officers, directors, employees or agents in connection with or arising out of the performance of this Agreement. C.The indemnification and defense obligations of this Agreement shall survive its expiration or termination. ARTICLE 10. ADDITIONAL PROVISIONS The AUTHORITY and CITY agree to the following mutual responsibilities: A.Term of Agreement: This Agreement shall continue in full force and effect until December 31, 2027, or until all REAP funds have been expended, whichever is later. This Agreement may only be extended upon written mutual consent by both PARTIES. / / / / Page 8 of 12 COOPERATIVE AGREEMENT NO. C-4-2053 1 2 B.Amendment: This Agreement may be amended in writing at any time by the mutual consent of both PARTIES. No amendment shall have any force or effect unless executed in writing by both PARTIES.3 4 C.Termination: In the event either PARTY defaults in the performance of any of their 5 obligations under this Agreement or breaches any of the provisions of this Agreement, the non-defaulting Party shall have the option to terminate this Agreement upon thirty (30) days' prior written notice to the other Party. 6 7 8 D.Termination for Convenience: Either PARTY may terminate this Agreement for 9 convenience by providing thirty (30) calendar days prior written notice of its intent to terminate for convenience to the other PARTY.10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 E.Compliance with All Laws: AUTHORITY and CITY shall comply with all applicable federal, state, and local laws, statues, ordinances and regulations of any governmental authority having jurisdiction over the PROJECT. F.Legal Authority: AUTHORITY and CITY hereto consent that they are authorized to execute this Agreement on behalf of said PARTIES and that, by so executing this agreement, the PARTIES hereto are formally bound to the provisions of this Agreement. G.Severability: If any term, provision, covenant or condition of this Agreement is held to be invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. H.Counterparts of Agreement: This Agreement may be executed and delivered in any number of counterparts, each of which, when executed and delivered shall be deemed an original and all of which together shall constitute the same agreement. Electronic signatures will be permitted. I.Assignment: Neither this Agreement, nor any of the PARTIES rights, obligations, duties, or authority hereunder may be assigned in whole or in part by either PARTY without the prior written consent of the other PARTY in its sole and absolute discretion. Any such attempt of assignment shall be Page 9 of 12 COOPERATIVE AGREEMENT NO. C-4-2053 1 2 deemed void and of no force and effect. Consent to one assignment shall not be deemed consent to any subsequent assignment, nor the waiver of any right to consent to such subsequent assignment. 3 J.Obligations To Comply with Law: Nothing herein shall be deemed nor construed to 4 authorize or require any PARTY to issue bonds, notes or other evidence of indebtedness under the terms, in amounts, or for purposes other than as authorized by local, state or federal law.5 6 K. regulations and guidelines shall govern this Agreement. L. Litigation fees: Should litigation arise out of this Agreement for the performance thereof, the court shall award costs and expenses, including attorney’s fees, to the prevailing PARTY. M. Notices: Any notices, requests, or demands made between the PARTIES pursuant to this Governing Law: The laws of the State of California and applicable local and federal laws, 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 Agreement are to be directed as follows: To CITY:To AUTHORITY: City of Santa Ana Orange County Transportation Authority 550 South Main Street P.O. Box 14184 Traffic Engineering Section/M-43 20 Civic Center Plaza Santa Ana, CA 92701 Orange, CA 92863-1584 Attention: Megan Bornman Senior Contract Administrator Phone: (714) 560-5064 E-mail: mbornman@octa.net CC: Alicia Yang Attention: Nabil Saba Executive Director, Public Works Agency Phone: (714) 647-5654 Email: nsaba@santa-ana.org OCTA Project Manager Phone: (714) 560-5362 E-mail: ayang@octa.net / / Page 10 of 12 COOPERATIVE AGREEMENT NO. C-4-2053 1 2 N.Successors and Assigns: The provisions of this Agreement shall bind and inure to the benefit of each of the PARTIES hereto, and all successors or assigns of the PARTIES hereto. O. Time is of the Essence: Time is of the essence for the work identified in Exhibit A. All work must be completed no later than December 31, 2027. 3 4 5 P.Force Majeure: Either PARTY shall be excused from performing its obligations under this 6 Agreement during the time and to the extent that it is prevented from performing by an unforeseeable 7 cause beyond its control, including but not limited to; any incidence of fire, flood; acts of God; 8 commandeering of material, products, plants or facilities by the federal, state or local government; national 9 fuel shortage; or a material act or omission by the other PARTY; when satisfactory evidence of such 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 cause is presented to the other PARTY, and provided further that such nonperformance is unforeseeable, beyond the control and is not due to the fault or negligence of the PARTY not performing. / / / / / / / / / / / / / / / Page 11 of 12 Nabil SabaDigitally signed by Nabil SabaDate: 2025.02.03 10:35:47 -08'00' Exhibit A ‐ Scope of Work and Schedule Cooperative Agreement No. C‐4‐2053 Southern California Association of Governments (SCAG) Regional Early Action Planning (REAP) 2.0 Program CTC Partnership Program SCOPE DESCRIPTION, APPROACH AND DELIVERABLES Project Name: Agency Name: Project Manager Name: Project Manager Contact Info: First Street Multimodal Boulevard Study Orange County Transportation Authority (OCTA) Alicia Yang ayang@octa.net or 714‐560‐5362 Describe each principle task identified in the Budget & Timeline, provide scope, approach, and list deliverable(s). Add or delete rows as needed. Task #Task Title PROJECT MANAGEMENT Scope Description and Approach Deliverable(s) 1 1.1 1.2 1.3 Administration and Project Management Project Development Team Meetings Agency Project Oversight Managing project budget and schedule, including invoices and progress reports Monthly meetings between City Staff, OCTA, and consultant team. Kick‐off meeting and subsequent PDT meetings. Ongoing coordination with project stakeholders. Follow‐up meetings, as needed Monthly invoices and progress reports Meeting Agendas and minutes. Meeting Agendas and minutes. The Consultant Team will report outcomes for the project and will work with the City of Santa Ana and OCTA staff to develop a methodology to report how the project works towards REAP goals.1.4 2 REAP Reporting Methodology and report outcomes EXISTING ANALYSIS AND ASSESSMENT Existing Conditions Gather existing condition information that includes transit facilities, description of land use and destinations, existing bicycle activity on the corridor, existing wayfinding, existing lane configurations, collisions, traffic volumes, ped and bikes counts, posted speed limits, lighting and existing non‐infrastructure programs Develop a map of existing pedestrian facilities and existing bicycle facilities within and adjacent to the corridor, including proximity and access to transit, schools, downtown, community 2.1 Existing Conditions Technical Memorandum A map of existing facilities for bicycle and pedestrian travelers2.2 2.3 Existing Multimodal Facilities Map Existing Corridor Model facilities, shopping, etc. Create a microsimulation model to generate existing conditions of the corridor and a model to identify impacts to the corridor when one lane in each direction is taken for improved bicycle and pedestrian travel. Conduct video‐based conflict analysis to determine the type of and quantity of near misses involving all roadway users along key intesections on the corridor. Existing Corridor Model and Video‐based Conflict Technical Memorandum Identify census tracts that are considered to be disadvantaged or low‐income and identify the transit, bicycle and pedestrian needs. Free and reduce meal or healthy places index may be used to supplement census tract information. Heatlh statistics along the corridor will be identified as well.2.4 3 Equity Data and Analysis Equity Analysis Technical Memorandum OUTREACH AND ENGAGEMENT City to form a stakeholder group that will provide appropriate feedback from the community along and around the corridor. Hold recurring meetings to share and disseminate information. 3.1 Targeted Stakeholder Meetings Stakeholders with vested interest will include but not be limted to local neighborhood associations, business associations, schools, local non‐profits including Latino Health Access and Santa Stakeholder meeting agendas and minutes. Ana Active Streets, Orange County Health Care Agency, elected officials, emergency services, etc. Stakeholder meeting will occur quarterly for the duration of the project. Create a website and social media page for plan announcements and documents to be posted. This task also include graphic design for these media outlets. Also include an advertisement 3.2 3.3 Website, Social Media Page, and Surveys Community Workshop campaign, online surveys and e‐newsletters. Survey will be conducted before conceptual planning. All media will be in English, Spanish and Vietnamese. Website and social media page update Website, Surveys, Advertisements will be maintained for the duration of the project. Host community workshops in various parts of the city and varying times to gain community input on new bicycle and pedestrian facilities. A first round of workshops will include community engagement to receive community input including pedestrian and bicycle traffic safety concerns, transit concerns, mobility challenges. Second round of community workshops will seek community input on alternative analysis. The community meetings will include a Spanish translator. Work shop meeting Agendas and minutes. Attendance at events and presentations Attend different community events to gather public input. Events will include community ride‐along on built portions, listening sessions, sharing project materials and information for their dissemination, "pop‐ups" at stakeholder events, presentations, and interacting with youth and caretakers at family events, cultural events, libraries, health fairs, interactive feedback mechanisms, demonstration projects, and farmers markets/swap meets.3.4 Attend Community Events Also involve schools and offer learning opportunities for kids through school, conduct listening sessions with parents at school and PTA events, appoint student advisors/liaisons, and create a public comment database. 4 CONCEPTUAL PLANNING "Low hanging fruit", consider institutional constraints on reasonability including OCTA's Master Plan of Highway and CIty of Santa Ana Mobility Element , develop Impact Avoidance and 4.1 Identify Constraints and Opportunities Minimization strategies, review disadvantaged community and geographical sharing of benefits and risks. Identify right of way constraints, traffic operational constraints, Caltrans' right of way Constraints and Opportunities Technical Memorandum requirements and constraints, Transit operation constraints, community support, elected official supportDevelop corridor alternatives. Create maps of the proposed pedestrian, bicycle, and transit facilities based on the community and stakeholder input. Description will include estimated mode Alternative conceptual layouts and alternative4.2 4.3 Proposed Alternatives Development shift from identified projects and programs.summary memo. Develop concept‐level programmatic cost estimates Prepare order of magnitude cost estimates including PS&E, Right of Way acquisition, Tenant Eviction costs, major utility relocation, construction engineering, and closeout.Programmatic cost estimates Develop a methodology for project evaluation and conduct alternative analysis, including any microsimulation alternatives available through the simulation tool. Alternatives may be screened based on pedestrian and bicyclist comfort level, transit impacts, level of service, travel time, cost, community support, traffic safety, right of impacts,etc. Develop cost estimate all for all alternatives. Recommend a locally prefered alternative. Enumerate risks and assign probability. Develop potential contingency plans to keep project construction on schedule. Based on concept‐level programmatic costs estimates developed in task 4.3 include the financial needs for future projects and programs by listing anticipated cost, revenue sources and Alternative/Feasibility Evaluation Technical Memorandum4.4 Alternative/Feasibility Evaluation 4.5 4.6 Risk Register Master Project Risk Register Identify Financial Needs Funding Strategies Technical Memorandumpotential grant funding.Description of steps necessary to implement the plan and the reporting process that will be used to keep the adopting agency and community informed of the progress being made in implementing the plan. The Implementation Strategy should include but not be limited to determination of pilot project before full project implementation, need for additional or future outreach, funding opportunities (from task 4.6), required coordination with other agencies (cost sharing or agreements), CEQA needs, maintenanace considerations, project update method, and a proposed timeline for implementation. 4.7 Implementation Strategy Implementation Strategy Technical Memorandum 4.8 5 5.1 5.2 Environmental Clearance PLAN PRODUCTION AND APPROVAL (optional) Draft Plan Identify and prepare appropriate level of CEQA needed for proposed project CEQA clearance.CEQA Documentation Prepare draft plan (PS&E package) based on recommended solution selected and approved by project stakeholders and receive comments. Prepare draft final plan and receive comments. Draft PS&E package for 30%, 60% and 90% Draft Final PS&E packageDraft Final Plan Final PS&E package and documentation to seek future funding to construct project N/A 5.3 6 Final Plan Prepare final plan. Prepare write‐up and description for funding needs to construction plans. CONTINGENCY 10% Project Management contingency for miscellaneous issues NOTE: This project will be lead by the City of Santa Ana through a cooperative agreement with OCTA. Page 1 of 2 Exhibit A ‐ Scope of Work and Schedule Cooperative Agreement No. C‐4‐2053 Southern California Association of Governments (SCAG) Regional Early Action Planning (REAP) 2.0 Program CTC Partnership Program PROJECT BUDGET AND TIMELINE Project Name:First Street Multimodal Boulevard Study Agency Name: Project Manager Name: Project Manager Contact Info: Orange County Transportation Authority (OCTA) Alicia Yang ayang@octa.net or 714‐560‐5362 List each principle task and subtask, providing both the budget and timeline for each. Add or delete rows as needed. Fiscal Years Q4 Q1 Fund SourcesTask #Task Title 2023‐24 2024‐25 2025‐26 2026‐27 REAP Other Total Cost Q3 Q4 Q1 Q2 Q3 Q2 Q3 Q4 Q1 Q2 1 PROJECT MANAGEMENT $430,000 $0 $0 $0 $0 $430,000 1.1 1.2 1.3 1.4 2 Administration and Project Management Project Development Team Meetings Agency Project Oversight REAP Reporting EXISTING ANALYSIS AND ASSESSMENT Existing Conditions $440,000 $250,000 $650,000 $440,000 $250,000 $650,000 2.1 2.2 2.3 2.4 3 Existing Multimodal Facilities Map Existing Corridor Model Equity Data and Analysis OUTREACH AND ENGAGEMENT Targeted Stakeholder Meetings Website, Social Media Page, and Surveys Community Workshop 3.1 3.2 3.3 3.4 4 Attend Community Events CONCEPTUAL PLANNING 4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 5 Identify Constraints and Opportunities Proposed Alternatives Development Develop concept‐level programmatic cost estimates Alternative/Feasibility Evaluation Risk Register Identify Financial Needs Implementation Strategy Environmental Clearance PLAN PRODUCTION AND APPROVAL (optional)$2,100,000 $0 $0 $2,100,000 $430,000 5.1 5.2 5.3 6 Draft Plan Draft Final Plan Final Plan CONTINGENCY Totals $430,000 $4,300,000 $0 $4,300,000 Project Duration: 21 months *‐‐Please note all projects must be completed by June 30, 2026. *‐‐All costs will be reimbursed based on actual costs incurred and will be subject to the REAP 2.0 and the CTC Partnership Program Guidelines. *‐‐Indirect costs and fringe benefits costs will be reimbursed using the currently approved rates indicated in the Negotiated Indirect Cost Rate Agreement between the Subrecipient and its federal cognizant agency, or the rates that are in compliance with the MOU Section ‐ Allowable Uses of Grant Funds. *‐‐Contingency budget is allocated as needed and amended to the appropriate tasks through an MOU amendment process. Page 2 of 2 Exhibit B – Flow-Down Provisions Cooperative Agreement No. C-4-2053 As a recipient of funds from the California Department of Housing and Community Development (HCD), the Southern California Council of Governments (SCAG) through the Regional Early Action Planning Grant Program of 2021 (REAP 2.0) has awarded funding to projects meeting the goals and objectives of the program. The Orange County Transportation Authority (OCTA) has successfully secured funding from REAP 2.0 to deliver the awarded projects and seek reimbursement for qualifying work. Any implementing agency expected to receive funds from OCTA for projects awarded REAP 2.0 funds shall deliver the projects in compliance with the following flow-down provisions from the SCAG and OCTA Memorandum of Understanding (MOU) No. M-009-24: Section 3.c. (Scope of Work and Sub-Recipient’s Responsibilities – nexus to REAP 2.0) Section 3.e. – 3.g. (Scope of Work and Sub-Recipient’s Responsibilities – procurements) Section 3.k. (Scope of Work and Sub-Recipient’s Responsibilities – penalty of perjury) Section 5.e. (Funding – repayment of ineligible costs) Section 6 (Invoices) Section 7 (Reporting) Section 8 (Accounting) Section 9 (Allowable Uses of Grant Funds) Section 10 (Work Products) Section 13 (Insurance) Section 14 (Indemnification) Section 18 (Records Retention) Section 19 (Monitoring and Audits) Section 21 (Compliance with Laws, Rules, and Regulations) Section 22 (Public Works and Construction) Section 23 (Conflict of Interest) Section 24 (Independent Contractor) Section 25 (Assignment) Section 26 (Release of Information) The terms as it is presented in the MOU for each of the provisions above are included in the next section. Please note the following: • Sub-Recipient refers to the implementing agency (e.g. City of Santa Ana). • OCTA will be responsible for submitting all invoices and reports to SCAG; therefore, the sub-recipient (City of Santa Ana) will be required to provide the necessary invoices and reports in the format indicated to OCTA prior to the deadlines indicated in the provisions but will not need to submit invoices or reports to SCAG directly. • The period of performance is from January 27, 2025, to June 30, 2026. • It is the responsibility of the sub-recipient to flow-down the appropriate provisions if consultants or similar are used to assist in delivering the project. 1 | Page Exhibit B – Flow-Down Provisions Cooperative Agreement No. C-4-2053 3. Scope of Work and Sub-Recipient’s Responsibilities c. Sub-Recipient must demonstrate a clear and significant nexus to all the REAP 2.0 Goals and Objectives, as described in Section 9 of this MOU, and must carry out the Projects to meet the REAP 2.0 Goals and Objectives. Any lack of action or action inconsistent with REAP 2.0 Goals and Objectives may result in review and could be subject to modification of funding, termination of this MOU, and repayment of the Grant Funds. e. As a recipient of federal and state funds, SCAG has the responsibility for ensuring that its procurement process complies with all applicable federal, state and funding requirements. For all agreements entered into containing funds provided under this MOU or to perform work under this MOU, Sub-Recipient shall procure in compliance with all applicable federal, state, and local laws and regulations. f. The term “Consultant(s)” shall hereinafter refer to all entities that Sub-Recipient procures, manages, or otherwise enters into contracts or agreements with, in furtherance of the Projects or this MOU regardless of the timing, nature of service/work provided or type of organization, including but not limited to government entities, political subdivisions, subrecipients, consultants, contractors, service providers, suppliers, independent contractors, professionals, managers, architects, engineers, and subcontractors. g. Upon request, Sub-Recipient shall provide information to the SCAG Project Manager regarding any existing solicitation including but not limited to Requests for Proposals, Invitation for Bids, Request for Qualifications, and Requests for Quotation (collectively “RFP”). For new RFPs developed or finalized after the Effective Date of this MOU, Sub- Recipient shall provide 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. k. Any and all notices, reports, or other communications required by this MOU, including but not limited to invoices, accounting reports, supporting documentation, and monitoring reports, shall be submitted under the penalty of perjury. 5. Funding e. Any costs for which Sub-Recipient receives reimbursement or credit that is determined by a subsequent audit or other review by either SCAG, HCD, other State authorities or federal cognizant agency to be ineligible or otherwise unallowable, are to be repaid by Sub-Recipient within thirty (30) calendar days of Sub-Recipient receiving notice or a written demand for reimbursement from SCAG. Such repayment may include interest, penalties or related fees, as determined by HCD or other State authorities. Should Sub-Recipient fail to reimburse unallowable costs due to SCAG within thirty (30) calendar days of demand, or within such other period as may be agreed between both parties hereto, SCAG is authorized to withhold and/or off-set future payments to Sub-Recipient. 2 | Page Exhibit B – Flow-Down Provisions Cooperative Agreement No. C-4-2053 6. Invoices a. This MOU is a Cost Reimbursement agreement. Amounts claimed must reflect the actual incurred and paid cost of completed work. The actual incurred and paid costs may not exceed the Project’s budget set forth in the most current fully executed SOW Approval Form. All invoices submitted to SCAG for payment shall be e-mailed to accountspayable@scag.ca.gov (file cannot exceed 10MB). All invoices submitted to SCAG for the Projects shall reference the OWP Project Number (OWP No. 305-4926.01). A separate invoice must be submitted for each individual Project. b. By the twenty-first following the start of a new quarter (i.e., January 21, April 21, July 21, October 21), Sub-Recipient shall submit an invoice for each Project to SCAG using the “Invoice Report” attached as Exhibit C. The Invoice Report must be submitted in both PDF format and the Excel file provided by SCAG. The Invoice Report shall also include, in narrative form, a progress report section with a description of services performed by Sub- Recipient’s staff and Consultant(s) as well as progress toward completion of tasks related to the Project for the prior quarter, a reporting of all costs incurred for that period, and progress achieved toward the REAP 2.0 Goals and Objectives. SCAG shall review the Invoice Report for compliance with this MOU. If SCAG determines that the Invoice Report is compliant with this MOU, SCAG shall approve the Invoice Report and issue payment to the Sub-Recipient. c. Incomplete or inaccurate invoices may be returned to Sub-Recipient for correction without payment until corrected and approved. SCAG may, at its discretion, disallow any unsupported costs and process the invoice. If Sub-Recipient corrects the error, the disallowed items can be included in the next set of invoices. d. Travel expenses and per diem rates are not to exceed the rate specified by the State of California Department of Human Resources for similar employees (i.e. non-represented employees) unless written verification is supplied that government hotel rates were not then commercially available to Sub-Recipient, and its Consultant(s) at the time and location required as specified in the California Department of Transportation’s Travel Guide Exception Process,which can be found at the following link: http://www.dot.ca.gov/hq/asc/travel/ap_b/bu1.htm. Also see the link for a summary of travel reimbursement rules. e. The Parties acknowledge that SCAG’s fiscal year is from July 1 to June 30. Sub-Recipient agrees to submit all invoices to SCAG for eligible expenses incurred through June 30th, no later than July 21st during the Term of this MOU. SCAG shall not be obligated to pay Sub- Recipient for any invoice received after such date. f. Sub-Recipient shall submit its final invoice to SCAG within thirty (30) days of the completion of each individual Project, but no later than June 30, 2026, whichever is first. SCAG shall not be obligated to pay-Sub Recipient for any invoice received after such date. g. Sub-Recipient will require that its Consultant(s) pay any contractors and subcontractors for satisfactorily completed work no later than ten (10) days of receipt of each payment from Sub- 3 | Page Exhibit B – Flow-Down Provisions Cooperative Agreement No. C-4-2053 Recipient. The ten (10) calendar days period is applicable unless a shorter period is required by applicable law. 7. Reporting a. At any time during the term of this MOU, SCAG may request additional information, as needed, to demonstrate satisfaction of all requirements identified in the MOU. b. By February 10 of each year following receipt of funding pursuant to this MOU, Sub-Recipient shall submit an Annual Report using the “Sub-Recipient Report Template,” attached as Exhibit D (“Report Template”). Sub-Recipient shall submit a separate Annual Report for each Project. The Annual Report shall include, in narrative form, a description of services performed by Sub-Recipient’s staff and Consultant(s) as well as progress toward completion of tasks related to the Project for the prior year, a reporting of all costs incurred for that period, and progress achieved toward the REAP 2.0 Goals and Objectives. c. When a Project is finalized, and no later than June 30, 2026, Sub-Recipient shall submit a Close-Out Report for the Project. At the time of the execution of this MOU, HCD has not provided the requirements for the Close-Out Report due to HCD by all grantees at the conclusion of the grant performance period. Therefore, the Close-Out Report format required by SCAG of Sub-Recipient is not available at this time, but will be provided when it becomes available. d. All reports submitted to SCAG shall reference the OWP Project Number (OWP No. 305- 4926.01). 8. Accounting a. Sub-Recipient shall establish and maintain an accounting system and reports that properly 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 Project Funds and Grant Funds and maintain expenditure details in accordance with the Scopes of Work, as outlined in the most current fully executed SOW Approval Form, for each Project. c. Sub-Recipient shall maintain documentation of its completed procurements (including the use of sole source purchasing), and financial records of expenditures incurred during the course of the Projects in accordance with GAAP. 9. Allowable Uses of Grant Funds a. SCAG shall not award or disburse funds unless it determines that the Project Funds and Grant Funds shall be expended in compliance with the REAP 2.0 Goals and Objectives. 4 | Page Exhibit B – Flow-Down Provisions Cooperative Agreement No. C-4-2053 i. REAP 2.0 Goals (“Goals”) are to invest in housing, planning, and infill housing-supportive infrastructure across the entire state in a manner that reduces Vehicle Miles Traveled (“VMT”), increases housing affordability, and advances equity. More detailed information on the Goals can be found in Section 201 of the REAP 2.0 Notice of Funding Availability (“NOFA”) and Final Guidelines for MPO Applicants and are made a part of the provisions of this MOU as if set forth in full. ii. REAP 2.0 Objectives (“Objectives”) include: (1) accelerating infill development that facilitates housing supply, choice, and affordability; (2) affirmatively furthering fair housing; (3) reducing vehicle miles traveled. More detailed information on the Objectives can be found in Section 202 of the REAP 2.0 NOFA and Final Guidelines for MPO Applicants and are made a part of the provisions of this MOU as if set forth in full. b. Project Funds and Grant Funds shall only be used by Sub-Recipient for activities approved by SCAG and included in the Scopes of Work, as outlined in the most current fully executed SOW Approval Form. c. Project Funds and Grant Funds may not be used for administrative costs of persons employed by Sub-Recipient for activities not directly related to eligible activities. d. Sub-Recipient shall use no more than five percent (5%) of the Project Funds for administrative costs related to a Project, or a maximum of Six Hundred Sixty-Four Thousand, Five Hundred Dollars ($664,500), whichever is lower. For purposes of this MOU, administrative costs are the costs incurred in direct support of grant administration that are not included in the organization’s indirect cost pool. Additional funds may be used from other sources solely contributed by Sub-Recipient to support Sub-Recipient’s administration of the Projects. i. Sub-Recipient must clearly indicate if funds will be used towards administrative costs on or before the Effective Date of this MOU. ii. If Sub-Recipient is seeking reimbursement for indirect costs and/or fringe benefits costs, they must annually submit an Indirect Cost Allocation Plan (“ICAP”) or an Indirect Cost Rate Proposal (“ICRP”) to its cognizant agency for indirect costs and/or fringe benefits costs in accordance with Title 2 Code of Federal Regulations Part 200 (2 CFR 200) Uniform Administrative Requirements, Cost Principles, And Audit Requirements For Federal Awards. The cognizant agency for indirect costs and/or fringe benefits costs means the federal agency responsible for reviewing, negotiating, and approving ICAPs or ICRPs. Sub-Recipient must provide their approved indirect cost rate and/or fringe benefit rate and provide a copy to SCAG Project Manager of the approved negotiated indirect cost rate agreement (“NICRA”) for the current fiscal year and subsequent years throughout the performance period. Indirect costs and/or fringe benefits costs may be sought for reimbursement only if Sub-Recipient has an approved NICRA from its cognizant agency on or before the Effective Date of this MOU. iii. If Sub-Recipient is seeking reimbursement for fringe benefits costs with absence of the approved NICRA and proposes to use a rate to allocate the fringe benefits costs on the basis 5 | Page Exhibit B – Flow-Down Provisions Cooperative Agreement No. C-4-2053 of entity-wide salaries and wages of the employees receiving the benefits, they must annually prepare the fringe benefits cost allocation plan in accordance with Title 2 Code of Federal Regulations Part 200 (2 CFR 200) Uniform Administrative Requirements, Cost Principles, And Audit Requirements For Federal Awards and provide a letter from the Sub- Recipient’s independent auditor confirming the compliance for the current fiscal year and subsequent years throughout the performance period. iv. If Sub-Recipient elects a de minimis indirect cost rate of 10%, they must annually complete a certification form provided by SCAG Project Manager to confirm the eligibility and compliance with Title 2 Code of Federal Regulations Part 200 (2 CFR 200) Uniform Administrative Requirements, Cost Principles, And Audit Requirements For Federal Awards and submit the signed form to SCAG Project Manager for the current fiscal year and subsequent years throughout the performance period. The de minimis rate of 10% is to be applied to modified total direct costs (MTDC) as defined by 2 CFR Part 200.1. e. There must be a strong implementation component for the funded activity through REAP 2.0, including, where appropriate, agreement by Sub-Recipient to submit the completed planning document to the applicable board, council, or other entity for adoption. If Sub-Recipient does not formally request adoption of the funded activity, it may be subject to repayment of the Grant Funds. 10. Work Products a. For purposes of this MOU, “Work Products” shall mean all deliverables created or produced under this MOU including, but not limited to, all deliverables conceived or made either solely or jointly with others during the term of this MOU and during a period of six months after the termination thereof, which relates to the Projects. Work Products shall not include real property or capital improvements. Work Products includes all deliverables, inventions, innovations, improvements, or other works of authorship Sub-Recipient or Consultant(s) may conceive of or develop in the course of this MOU, whether or not they are eligible for patent, copyright, trademark, trade secret or other legal protection. b. Sub-Recipient shall submit one (1) electronic copy of all Work Products associated with the Projects to the assigned SCAG Project Manager. c. SCAG shall own all Work Products. SCAG grants to Sub-Recipient a perpetual royalty-free, non-assignable, non-exclusive and irrevocable license to reproduce, publish or otherwise use Work Products related to the Projects 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. d. Subject to any provisions of law, including but not limited to the California Public Records Act, all deliverables and related materials related to the Projects shall be held confidential by Sub-Recipient. Nothing furnished to SCAG which is otherwise known or is generally known, or has become known, to the related industry shall be deemed confidential. Sub-Recipient shall safeguard such confidential materials from unauthorized disclosure, using the same standard 6 | Page Exhibit B – Flow-Down Provisions Cooperative Agreement No. C-4-2053 of care to avoid disclosure as Sub-Recipient treats its confidential information, but in no case less than reasonable care. 13. Insurance a. Sub-Recipient, at their own expense, shall procure and maintain policies of insurance, or provide evidence of self-insurance, of the types and amounts below, for the duration of the MOU. The policies shall state they afford primary coverage. Insurance Type Requirements Limits General Liability Commercial General Liability Not less than $5,000,000 per occurrence, insurance with coverage at least $10,000,000 general aggregate, for bodily as broad as Insurance Services injury, personal injury, and property damage. Office form CG 00 01.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 Covering bodily injury and property damage broad as Insurance Services Office form CA 00 01. 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’Workers’ Compensation insurance as required by the State of California and Including Occupational Diseases in accordance with California Law and Employers’ Liability Insurance with a limit Compensation/ Employer’s Liability Employer’s Liability Insurance. of not less than $1,000,000 each accident. Not required for sole proprietors or Sub-Recipients with no employees. Professional Liability Insurance Professional Liability (Errors and Omissions) insurance appropriate to the Sub- With limits of not less than $3,000,000 per occurrence. In addition, it shall be required that the professional liability insurance policy remain in effect for three (3) years after the Completion Date of this MOU. Recipient’s profession. Builders Risk Upon commencement of Sub-Recipient shall purchase and maintain construction and with approval property insurance written on a builder’s risk of SCAG, Sub-Recipient shall “Special Form Cause of Loss” or equivalent obtain and maintain builder’s policy form in an amount not to exceed risk (course of construction) for amount of the Contract, plus the cost of the entire duration of the Project. Not required for Projects without construction. materials supplied or installed by others on a full replacement cost basis. The Builder’s Risk policy shall include a soft cost endorsement that covers soft costs equal to 7 | Page Exhibit B – Flow-Down Provisions Cooperative Agreement No. C-4-2053 Insurance Type Requirements Limits twenty percent (20%) of the Contract’s full value. Soft costs are defined as certain expenses, in addition to labor and materials, required to complete the Project that has been delayed due to unexpected physical damage and include, but are not limited to, the following: legal/accounting fees, design or other professional fees, financing costs, taxes, general administration, lease expenses, permit fees and insurance premiums. This insurance shall include the interests of the Additional Insureds as named below, Sub- Recipient and the subcontractors of every tier on the Project as insureds. The insurance shall cover without limitation, loss or damage to the Work arising from the perils covered under “Special Form Cause of Loss” form coverage including, without duplication of coverage for theft, fire, lightning, explosion, or hail, smoke, aircraft or vehicles, riot or civil commotion, vandalism, malicious mischief, collapse, earthquake, flood, windstorm, false-work, testing and delay of startup, temporary buildings, property in transit and while stored at a temporary location, debris removal including demolition occasioned by enforcement of any applicable legal requirements, and shall cover reasonable compensation for Sub-Recipient’s services and expenses required as a result of such loss. During the Project construction period, Sub-Recipient and its subcontractors shall mutually waive all rights of recovery against each other and against the Additional Insureds identified below for damages caused by fire or other perils covered by the Builders Risk “Special Form Cause of Loss” insurance. All applicable policies of insurance covering the Work or the property of the Sub-Recipient or subcontractor shall be endorsed to provide a waiver of subrogation in favor of the Additional Insureds identified below, Sub-Recipient and all subcontractors of every tier. Further, Sub-Recipient hereby releases, and shall cause its subcontractors to 8 | Page Exhibit B – Flow-Down Provisions Cooperative Agreement No. C-4-2053 Insurance Type Requirements Limits 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 retention exceeding $10,000.00 per 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, $1,000,000 per claim and in the aggregate. The policy limit shall be no less than accidental, and gradual All activities contemplated in this MOU shall pollution, and remediation. Not be specifically scheduled on the policy as required for Projects without construction. “covered operations.” The policy shall provide coverage for remediation of the site in the event of an environmental contamination event arising out of the materials, supplies, products, work, operations, or workmanship. Products/ Completed Operations Coverage Coverage shall extend a minimum of three (3) years after insured for covered claims arising out of the project completion. Not required actions of independent contractors. If the for Projects without construction. Coverage shall be included on behalf of the insured is using subcontractors, 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, agents, and employees, shall be included as additional insureds under the Products and Completed Operations coverage. b. Higher Limits: no representation is made that the minimum insurance requirements of this agreement are sufficient to cover the indemnity or other obligations of the sub-recipient under this agreement. c. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: 9 | Page Exhibit B – Flow-Down Provisions Cooperative Agreement No. C-4-2053 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. g. Sub-Recipient shall furnish SCAG with original endorsements and certificates of insurance evidencing coverage required by this clause. All documents are to be signed by a person authorized by that insurer to bind coverage on its behalf. All documents are to be received and approved by SCAG before work commences. Upon request of SCAG at any time, Sub- Recipient shall provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications. h. Sub-Recipient agrees to ensure that its Consultant(s) provide the same minimum insurance coverage and endorsements required of Sub-recipient. Sub-Recipient agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Section. However, in the event Sub- Recipient’s Consultant(s) cannot comply with this requirement, which proof must be submitted to SCAG, Sub-Recipient shall be required to ensure that its Consultant(s) provide and maintain insurance coverage and endorsements sufficient to the specific risk of exposure involved with Consultant(s) scope of work and services, with limits less than required of the Sub-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 Consultant(s). This provision is intended solely to provide Sub-Recipient with the ability to utilize Consultant(s) 10 | Page Exhibit B – Flow-Down Provisions Cooperative Agreement No. C-4-2053 who may be otherwise qualified to perform the work or services but may not carry the same insurance limits as required of Sub-Recipient under this MOU given the limited scope of work or services provided by the Consultant(s). Sub-Recipient agrees that upon request, all agreements with Consultant(s) will be submitted to SCAG for review. 14. Indemnification Sub-Recipient shall fully defend, indemnify and hold harmless SCAG, its members, officers, employees, and agents from any and all claims, losses, liabilities, damages, expenses, suits or actions including attorneys’ fees, brought forth or arising under any theories or assertions of liability, occurring by or resulting from or otherwise related to the Projects or this MOU. Such obligations shall not, however, extend to any claims, losses, liabilities, damages, expenses, suits or actions that arise from SCAG’s willful misconduct. 18. Records Retention a. Sub-Recipient and its Consultant(s) shall maintain all source documents, books and records connected with the Projects, all procurements related to the Projects, all work performed under this MOU, and evidence demonstrating the funding was used for the appropriate purposes for a minimum of five (5) years after December 31, 2026. Wherever practicable, such records should be collected, transmitted, and stored in open and machine-readable formats. b. If any litigation, claim, negotiation, audit, monitoring, inspection, or other action has been started before the expiration of the required record retention period, all records shall be retained by Sub-Recipient and its Consultant(s) for five (5) years after: (a) the conclusion or resolution of the matter; (b) the date an audit resolution is achieved for each annual SCAG OWP; or (c) December 31, 2026, whichever is later. 19. Monitoring and Audits a. SCAG may monitor expenditures and activities of Sub-Recipient and its Consultant(s) as SCAG deems necessary to ensure compliance with the MOU, the Statutes, the REAP 2.0 Guidelines and the Program Guidelines. b. At any time during the term of this MOU, SCAG, HCD, the California Department of General Services, the California Bureau of State Audits, or their designated representatives may perform or cause to be performed a financial audit of any and all phases of the Projects. At their request, Sub-Recipient shall provide, at its own expense, a financial audit prepared by an independent certified public accountant. c. Sub-Recipient agrees that SCAG, HCD, the California Department of General Services, the California Bureau of State Audits, or their designated representatives shall have the right to review, obtain, and copy all records and supporting documentation related to the performance of this MOU. Sub-Recipient agrees to provide any relevant information requested. Copies shall be made and furnished to SCAG upon request at no cost to SCAG. 11 | Page Exhibit B – Flow-Down Provisions Cooperative Agreement No. C-4-2053 d. Sub-Recipient agrees to permit SCAG, HCD, the California Department of General Services, the California Bureau of State Audits, or their designated representatives access to its premises, upon reasonable notice, during normal business hours for the purpose of interviewing employees who might reasonably have information related to such records and inspecting and copying such books, records, accounts, and other material that may be relevant to a matter under investigation for the purpose of determining compliance with this MOU, the Statutes, the REAP 2.0 Guidelines, or applicable state and federal laws, rules, and regulations. e. If there are audit findings from SCAG or HCD’s audit, Sub-Recipient must submit a detailed response acceptable to SCAG or HCD for each audit finding within ninety (90) days of the audit finding report. 21. Compliance with Laws, Rules, and Regulations a. Sub-Recipient agrees to comply with all federal, state and local laws, rules and regulations applicable to this MOU. b. Non-Discrimination/Equal Employment Opportunity i. During the performance of this MOU, Sub-Recipient assures that no person shall be denied the MOU’s benefits, be excluded from participation or employment, be denied Project benefits, or be subjected to discrimination based on race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, under the Projects or any program or activity funded by this MOU, as required by Title VI of the Civil Rights Act of 1964, the Fair Housing Act (42 U.S.C. §§ 3601-20) and all implementing regulations, the Americans with Disabilities Act (“ADA”) of 1990 (42 U.S.C. §§ 12101 et seq.) and all applicable regulations and guidelines issued pursuant to the ADA, and the Age Discrimination Act of 1975 and all implementing regulations. Sub-Recipient shall ensure that the evaluation and treatment of employees and applicants for employment are free of such discrimination. ii. Sub-Recipient shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code § 12900 et seq.), the regulations promulgated thereunder (Cal. Code Regs. tit. 2, § 11000 et seq.), the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Gov. Code §§ 11135-11139.5), and the regulations or standards adopted by HCD to implement such article. iii. Sub-Recipient shall permit access by representatives of the Department of Fair Employment and Housing, SCAG, and HCD upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours’ notice, to such of its books, records, accounts, and all other sources of information and its facilities as the Department of Fair Employment and Housing, SCAG, or HCD shall require to ascertain compliance with this Section. 12 | Page Exhibit B – Flow-Down Provisions Cooperative Agreement No. C-4-2053 iv. Sub-Recipient shall give written notice of its obligations under this Section to labor organizations with which they have a collective bargaining or other agreement. v. Sub-Recipient shall adopt and implement affirmative processes and procedures that provide information, outreach and promotion of opportunities in the Projects to encourage participation of all persons regardless of race, color, national origin, sex, religion, familial status, or disability. This includes, but is not limited to, a minority outreach program to ensure the inclusion, to the maximum extent possible, of minorities and women, and entities owned by minorities and women, as required by 24 C.F.R. § 92.351. c. Recycling Certification. Sub-Recipient shall certify in writing under penalty of perjury, the minimum, if not exact, percentage of post-consumer material as defined in the Public Contract Code Section 12200, in products, materials, goods, or supplies offered or sold to SCAG regardless of whether the product meets the requirements of Public Contract Code Section 12209. With respect to printer or duplication cartridges that comply with the requirements of Section 12156(e), the certification required by this subdivision shall specify that the cartridges so comply (Pub. Contract Code § 12205). d. Anti-Trust Claims. Sub-Recipient, by signing this MOU, hereby certifies that if these services or goods are obtained by means of a competitive bid, the Sub-Recipient shall comply with Title 1, Division 5, Chapter 11 of the California Government Code (Gov. Code §§ 4550-4554). e. Child Support Compliance Act. If the Grant Funds provided under this MOU are in excess of $100,000, Sub-Recipient acknowledges in accordance with Public Contract Code 7110, that: i. Sub-Recipient recognizes the importance of child and family support obligations and shall fully comply with all applicable state and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with Section 5200) of Part 5 of Division 9 of the Family Code; and ii. Sub-Recipient, to the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the California Employment Development Department. f. Priority Hiring Considerations. If this MOU includes services in excess of $200,000, the Sub- Recipient shall give priority consideration in filling vacancies in positions funded by the MOU to qualified recipients of aid under Welfare and Institutions Code Section 11200 in accordance with Pub. Contract Code §10353. g. Loss Leader. If this MOU involves the furnishing of equipment, materials, or supplies then the following statement is incorporated: It is unlawful for any person engaged in business within this state to sell or use any article or product as a “loss leader” as defined in Section 17030 of the Business and Professions Code. (PCC §10344(e).) 13 | Page Exhibit B – Flow-Down Provisions Cooperative Agreement No. C-4-2053 22. Public Works and Construction Without limiting the generality of Section 21.a., Sub-Recipient agrees to ensure compliance with all applicable legal authority regarding construction standards and requirements, including but not limited to the following: a. Labor Code Requirements i. Sub-Recipient is hereby put on notice that the one or more of the Projects under the MOU may qualify as a public works project and Sub-Recipient will therefore be required to determine whether the Project falls under a classification that would require payment of prevailing wages. Services constituting public works are described in California Labor Code Sections 1720-1861, as may be amended or recodified by legislative action from time-to-time. ii. If a Project qualifies as a public works project, Sub-Recipient shall be the Awarding Body for the public works project and required to comply with all requirements applicable to the Awarding Body. iii. If Sub-Recipient or its Consultant(s) will perform services that require payment of prevailing wages, they are required to register with the California Department of Industrial Relations (DIR) in order to be compliant with the law. Neither Sub-Recipient nor its Consultant(s) may work on a public works project without a current and active DIR registration. iv. In the event that Sub-Recipient or its Consultant(s) engages in the performance of a public work under this MOU as defined by Labor Code Section 1770 et seq., Sub-Recipient and its Consultant(s) shall be required to cause such employees who are entitled to prevailing wages, to be paid the required wage amounts pursuant to applicable state law. Sub- Recipient and its Consultant(s) shall ensure compliance with the State of California’s General Prevailing Wage Rate requirements in accordance with California Labor Code, Section 1770, and all Federal, State, and local laws and ordinances applicable to the work. v. Sub-Recipient further acknowledges that any work that qualifies as a public work within the meaning of California Labor Code Section 1720 shall require Sub-Recipient and its Consultant(s) to comply with the provisions of California Labor Code Sections 1775 et seq. Sub-Recipient agrees to ensure compliance with Labor Code Section 1776 regarding retention and inspection of payroll records and noncompliance penalties, Labor Code Section 1777.5 regarding employment of registered apprentices, and Labor Code Section 1813 regarding forfeiture for violations of the maximum hours per day and per week provisions contained in the same chapter. 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. 14 | Page Exhibit B – Flow-Down Provisions Cooperative Agreement No. C-4-2053 c. All construction contracts for the Projects shall be administered and managed by Sub- Recipient. Sub-Recipient shall prepare or have prepared a detailed schedule of performance for the Projects, ensuring that all construction is completed within the timeline allowed by the MOU. Sub-Recipient shall be responsible for requiring the construction contractor to furnish any applicable labor and material bonds and payments and performance bonds naming the Sub- Recipient as obligee, and SCAG as additional obligee, or an insurance policy in lieu of such bonds. d. Sub-Recipient agrees to procure any and all permits, licenses and approvals necessary to complete the Projects, including those necessary to perform design, construction, operation and maintenance, and to comply with all California Environmental Quality Act requirements applicable to the Projects. Sub-Recipient shall pay all charges and fees and give all notices necessary or incidental to the Projects. e. Sub-Recipient shall prepare, or have prepared, all plans, specifications and estimates for the Projects and ensure that the Projects comply with all applicable federal and state accessibility requirements, including but not limited to the Americans with Disabilities Act, including its implementing regulations at 24 CFR Part 8 and any amendments, and California Government Code Section 4450, and applicable requirements and guidance provided in Title 24 of the California Code of Regulations, for the construction of buildings, structures, sidewalks, curbs and related facilities for accessibility and usability. f. Sub-Recipient shall conduct all necessary due diligence for the Projects, including but not limited to performing necessary environmental assessments/review of environmental hazard reports, conducting engineer/geotechnical review, commissioning title reports to identify and evaluate the condition of title and encumbrances on the subject property, determining the entity(ies) with site control, including whether any third parties have ownership or site control rights, and determining the suitability for the Project. g. Sub-Recipient shall ensure any contractors or subcontractors are paid in accordance with applicable laws and regulations. h. Sub-Recipient shall comply with the procedure set forth in Public Contracts Code Section 9204 for processing contractor claims, paying undisputed amounts, and requiring mediation of disputed amounts. i. Sub-Recipient shall be responsible for ensuring ongoing maintenance of the Projects after completion. SCAG shall not be responsible for ongoing maintenance of the Projects after completion. 23. Conflict of Interest The Parties shall comply with all applicable federal and state conflict of interest laws, regulations, and policies. 15 | Page Exhibit B – Flow-Down Provisions Cooperative Agreement No. C-4-2053 24. Independent Contractor Sub-Recipient and its Consultant(s) shall be independent contractors in the performance of this MOU, and not officers, employees, or agents of SCAG. 25. Assignment Neither Party shall assign any rights or interests in this MOU, or any part thereof, without the written consent of each Party to this MOU, which consent may be granted, withheld or conditioned in the consenting Party’s sole and absolute discretion. Any assignment without such written consent shall be void and unenforceable. The covenants and agreement of this MOU shall inure to the benefit of and shall be binding upon each of the Parties and their respective successors and assignees. 26. Release of Information Sub-Recipient shall not release any information or Work Products to a third party or otherwise publish or utilize any information or Work Products obtained or produced by it as a result of or in connection with the performance of services under this MOU without the prior written authorization of SCAG, except as provided under this MOU or as required by law (including, without limitation, pursuant to the California Public Records Act). All public-facing communications materials relating to this MOU or its subject matter shall acknowledge SCAG. Communications materials include, but are not limited to, site signage, printed information materials, print and online publications, websites, advertisements, video, public service announcements, social media postings, events, media advisories, news releases, and all other related materials. To ensure consistency of public information about SCAG programs and funded work products, Sub-Recipient is required to notify and coordinate with SCAG’s Manager of Media & Public Affairs or a specified designee on any media inquiries or plans for proactively providing information to media outlets. All communication materials must be provided to SCAG prior to completion so that inclusion of this element can be confirmed. SCAG will reply within three business days; if no reply is received, the Sub-Recipient can proceed without comments. SCAG Communication Contact: Alisha James james@scag.ca.gov (213) 236-1884 16 | Page EXHIBIT 2 Exhibit A ‐ Scope of Work and Schedule Cooperative Agreement No. C‐4‐2053 Southern California Association of Governments (SCAG) Regional Early Action Planning (REAP) 2.0 Program CTC Partnership Program SCOPE DESCRIPTION, APPROACH AND DELIVERABLES Project Name: Agency Name: Project Manager Name: Project Manager Contact Info: First Street Multimodal Boulevard Study Orange County Transportation Authority (OCTA) Alicia Yang ayang@octa.net or 714‐560‐5362 Describe each principle task identified in the Budget & Timeline, provide scope, approach, and list deliverable(s). Add or delete rows as needed. Task #Task Title PROJECT MANAGEMENT Scope Description and Approach Deliverable(s) 1 1.1 1.2 1.3 Administration and Project Management Project Development Team Meetings Agency Project Oversight Managing project budget and schedule, including invoices and progress reports Monthly meetings between City Staff, OCTA, and consultant team. Kick‐off meeting and subsequent PDT meetings. Ongoing coordination with project stakeholders. Follow‐up meetings, as needed Monthly invoices and progress reports Meeting Agendas and minutes. Meeting Agendas and minutes. The Consultant Team will report outcomes for the project and will work with the City of Santa Ana and OCTA staff to develop a methodology to report how the project works towards REAP goals.1.4 2 REAP Reporting Methodology and report outcomes EXISTING ANALYSIS AND ASSESSMENT Existing Conditions Gather existing condition information that includes transit facilities, description of land use and destinations, existing bicycle activity on the corridor, existing wayfinding, existing lane configurations, collisions, traffic volumes, ped and bikes counts, posted speed limits, lighting and existing non‐infrastructure programs Develop a map of existing pedestrian facilities and existing bicycle facilities within and adjacent to the corridor, including proximity and access to transit, schools, downtown, community 2.1 Existing Conditions Technical Memorandum A map of existing facilities for bicycle and pedestrian travelers2.2 2.3 Existing Multimodal Facilities Map Existing Corridor Model facilities, shopping, etc. Create a microsimulation model to generate existing conditions of the corridor and a model to identify impacts to the corridor when one lane in each direction is taken for improved bicycle and pedestrian travel. Conduct video‐based conflict analysis to determine the type of and quantity of near misses involving all roadway users along key intesections on the corridor. Existing Corridor Model and Video‐based Conflict Technical Memorandum Identify census tracts that are considered to be disadvantaged or low‐income and identify the transit, bicycle and pedestrian needs. Free and reduce meal or healthy places index may be used to supplement census tract information. Heatlh statistics along the corridor will be identified as well.2.4 3 Equity Data and Analysis Equity Analysis Technical Memorandum OUTREACH AND ENGAGEMENT City to form a stakeholder group that will provide appropriate feedback from the community along and around the corridor. Hold recurring meetings to share and disseminate information. 3.1 Targeted Stakeholder Meetings Stakeholders with vested interest will include but not be limted to local neighborhood associations, business associations, schools, local non‐profits including Latino Health Access and Santa Stakeholder meeting agendas and minutes. Ana Active Streets, Orange County Health Care Agency, elected officials, emergency services, etc. Stakeholder meeting will occur quarterly for the duration of the project. Create a website and social media page for plan announcements and documents to be posted. This task also include graphic design for these media outlets. Also include an advertisement 3.2 3.3 Website, Social Media Page, and Surveys Community Workshop campaign, online surveys and e‐newsletters. Survey will be conducted before conceptual planning. All media will be in English, Spanish and Vietnamese. Website and social media page update Website, Surveys, Advertisements will be maintained for the duration of the project. Host community workshops in various parts of the city and varying times to gain community input on new bicycle and pedestrian facilities. A first round of workshops will include community engagement to receive community input including pedestrian and bicycle traffic safety concerns, transit concerns, mobility challenges. Second round of community workshops will seek community input on alternative analysis. The community meetings will include a Spanish translator. Work shop meeting Agendas and minutes. Attendance at events and presentations Attend different community events to gather public input. Events will include community ride‐along on built portions, listening sessions, sharing project materials and information for their dissemination, "pop‐ups" at stakeholder events, presentations, and interacting with youth and caretakers at family events, cultural events, libraries, health fairs, interactive feedback mechanisms, demonstration projects, and farmers markets/swap meets.3.4 Attend Community Events Also involve schools and offer learning opportunities for kids through school, conduct listening sessions with parents at school and PTA events, appoint student advisors/liaisons, and create a public comment database. 4 CONCEPTUAL PLANNING "Low hanging fruit", consider institutional constraints on reasonability including OCTA's Master Plan of Highway and CIty of Santa Ana Mobility Element , develop Impact Avoidance and 4.1 Identify Constraints and Opportunities Minimization strategies, review disadvantaged community and geographical sharing of benefits and risks. Identify right of way constraints, traffic operational constraints, Caltrans' right of way Constraints and Opportunities Technical Memorandum requirements and constraints, Transit operation constraints, community support, elected official supportDevelop corridor alternatives. Create maps of the proposed pedestrian, bicycle, and transit facilities based on the community and stakeholder input. Description will include estimated mode Alternative conceptual layouts and alternative4.2 4.3 Proposed Alternatives Development shift from identified projects and programs.summary memo. Develop concept‐level programmatic cost estimates Prepare order of magnitude cost estimates including PS&E, Right of Way acquisition, Tenant Eviction costs, major utility relocation, construction engineering, and closeout.Programmatic cost estimates Develop a methodology for project evaluation and conduct alternative analysis, including any microsimulation alternatives available through the simulation tool. Alternatives may be screened based on pedestrian and bicyclist comfort level, transit impacts, level of service, travel time, cost, community support, traffic safety, right of impacts,etc. Develop cost estimate all for all alternatives. Recommend a locally prefered alternative. Enumerate risks and assign probability. Develop potential contingency plans to keep project construction on schedule. Based on concept‐level programmatic costs estimates developed in task 4.3 include the financial needs for future projects and programs by listing anticipated cost, revenue sources and Alternative/Feasibility Evaluation Technical Memorandum4.4 Alternative/Feasibility Evaluation 4.5 4.6 Risk Register Master Project Risk Register Identify Financial Needs Funding Strategies Technical Memorandumpotential grant funding.Description of steps necessary to implement the plan and the reporting process that will be used to keep the adopting agency and community informed of the progress being made in implementing the plan. The Implementation Strategy should include but not be limited to determination of pilot project before full project implementation, need for additional or future outreach, funding opportunities (from task 4.6), required coordination with other agencies (cost sharing or agreements), CEQA needs, maintenanace considerations, project update method, and a proposed timeline for implementation. 4.7 Implementation Strategy Implementation Strategy Technical Memorandum 4.8 5 5.1 5.2 Environmental Clearance PLAN PRODUCTION AND APPROVAL (optional) Draft Plan Identify and prepare appropriate level of CEQA needed for proposed project CEQA clearance.CEQA Documentation Prepare draft plan (PS&E package) based on recommended solution selected and approved by project stakeholders and receive comments. Prepare draft final plan and receive comments. Draft PS&E package for 30%, 60% and 90% Draft Final PS&E packageDraft Final Plan Final PS&E package and documentation to seek future funding to construct project N/A 5.3 6 Final Plan Prepare final plan. Prepare write‐up and description for funding needs to construction plans. CONTINGENCY 10% Project Management contingency for miscellaneous issues NOTE: This project will be lead by the City of Santa Ana through a cooperative agreement with OCTA. Page 1 of 2 Exhibit A ‐ Scope of Work and Schedule Cooperative Agreement No. C‐4‐2053 Southern California Association of Governments (SCAG) Regional Early Action Planning (REAP) 2.0 Program CTC Partnership Program PROJECT BUDGET AND TIMELINE Project Name:First Street Multimodal Boulevard Study Agency Name: Project Manager Name: Project Manager Contact Info: Orange County Transportation Authority (OCTA) Alicia Yang ayang@octa.net or 714‐560‐5362 List each principle task and subtask, providing both the budget and timeline for each. Add or delete rows as needed. Fiscal Years Q4 Q1 Fund SourcesTask #Task Title 2023‐24 2024‐25 2025‐26 2026‐27 REAP Other Total Cost Q3 Q4 Q1 Q2 Q3 Q2 Q3 Q4 Q1 Q2 1 PROJECT MANAGEMENT $430,000 $0 $0 $0 $0 $430,000 1.1 1.2 1.3 1.4 2 Administration and Project Management Project Development Team Meetings Agency Project Oversight REAP Reporting EXISTING ANALYSIS AND ASSESSMENT Existing Conditions $440,000 $250,000 $650,000 $440,000 $250,000 $650,000 2.1 2.2 2.3 2.4 3 Existing Multimodal Facilities Map Existing Corridor Model Equity Data and Analysis OUTREACH AND ENGAGEMENT Targeted Stakeholder Meetings Website, Social Media Page, and Surveys Community Workshop 3.1 3.2 3.3 3.4 4 Attend Community Events CONCEPTUAL PLANNING 4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 5 Identify Constraints and Opportunities Proposed Alternatives Development Develop concept‐level programmatic cost estimates Alternative/Feasibility Evaluation Risk Register Identify Financial Needs Implementation Strategy Environmental Clearance PLAN PRODUCTION AND APPROVAL (optional)$2,100,000 $0 $0 $2,100,000 $430,000 5.1 5.2 5.3 6 Draft Plan Draft Final Plan Final Plan CONTINGENCY Totals $430,000 $4,300,000 $0 $4,300,000 Project Duration: 21 months *‐‐Please note all projects must be completed by June 30, 2026. *‐‐All costs will be reimbursed based on actual costs incurred and will be subject to the REAP 2.0 and the CTC Partnership Program Guidelines. *‐‐Indirect costs and fringe benefits costs will be reimbursed using the currently approved rates indicated in the Negotiated Indirect Cost Rate Agreement between the Subrecipient and its federal cognizant agency, or the rates that are in compliance with the MOU Section ‐ Allowable Uses of Grant Funds. *‐‐Contingency budget is allocated as needed and amended to the appropriate tasks through an MOU amendment process. Page 2 of 2 Exhibit B – Flow-Down Provisions Cooperative Agreement No. C-4-2053 As a recipient of funds from the California Department of Housing and Community Development (HCD), the Southern California Council of Governments (SCAG) through the Regional Early Action Planning Grant Program of 2021 (REAP 2.0) has awarded funding to projects meeting the goals and objectives of the program. The Orange County Transportation Authority (OCTA) has successfully secured funding from REAP 2.0 to deliver the awarded projects and seek reimbursement for qualifying work. Any implementing agency expected to receive funds from OCTA for projects awarded REAP 2.0 funds shall deliver the projects in compliance with the following flow-down provisions from the SCAG and OCTA Memorandum of Understanding (MOU) No. M-009-24: Section 3.c. (Scope of Work and Sub-Recipient’s Responsibilities – nexus to REAP 2.0) Section 3.e. – 3.g. (Scope of Work and Sub-Recipient’s Responsibilities – procurements) Section 3.k. (Scope of Work and Sub-Recipient’s Responsibilities – penalty of perjury) Section 5.e. (Funding – repayment of ineligible costs) Section 6 (Invoices) Section 7 (Reporting) Section 8 (Accounting) Section 9 (Allowable Uses of Grant Funds) Section 10 (Work Products) Section 13 (Insurance) Section 14 (Indemnification) Section 18 (Records Retention) Section 19 (Monitoring and Audits) Section 21 (Compliance with Laws, Rules, and Regulations) Section 22 (Public Works and Construction) Section 23 (Conflict of Interest) Section 24 (Independent Contractor) Section 25 (Assignment) Section 26 (Release of Information) The terms as it is presented in the MOU for each of the provisions above are included in the next section. Please note the following: • Sub-Recipient refers to the implementing agency (e.g. City of Santa Ana). • OCTA will be responsible for submitting all invoices and reports to SCAG; therefore, the sub-recipient (City of Santa Ana) will be required to provide the necessary invoices and reports in the format indicated to OCTA prior to the deadlines indicated in the provisions but will not need to submit invoices or reports to SCAG directly. • The period of performance is from January 27, 2025, to June 30, 2026. • It is the responsibility of the sub-recipient to flow-down the appropriate provisions if consultants or similar are used to assist in delivering the project. 1 | Page Exhibit B – Flow-Down Provisions Cooperative Agreement No. C-4-2053 3. Scope of Work and Sub-Recipient’s Responsibilities c. Sub-Recipient must demonstrate a clear and significant nexus to all the REAP 2.0 Goals and Objectives, as described in Section 9 of this MOU, and must carry out the Projects to meet the REAP 2.0 Goals and Objectives. Any lack of action or action inconsistent with REAP 2.0 Goals and Objectives may result in review and could be subject to modification of funding, termination of this MOU, and repayment of the Grant Funds. e. As a recipient of federal and state funds, SCAG has the responsibility for ensuring that its procurement process complies with all applicable federal, state and funding requirements. For all agreements entered into containing funds provided under this MOU or to perform work under this MOU, Sub-Recipient shall procure in compliance with all applicable federal, state, and local laws and regulations. f. The term “Consultant(s)” shall hereinafter refer to all entities that Sub-Recipient procures, manages, or otherwise enters into contracts or agreements with, in furtherance of the Projects or this MOU regardless of the timing, nature of service/work provided or type of organization, including but not limited to government entities, political subdivisions, subrecipients, consultants, contractors, service providers, suppliers, independent contractors, professionals, managers, architects, engineers, and subcontractors. g. Upon request, Sub-Recipient shall provide information to the SCAG Project Manager regarding any existing solicitation including but not limited to Requests for Proposals, Invitation for Bids, Request for Qualifications, and Requests for Quotation (collectively “RFP”). For new RFPs developed or finalized after the Effective Date of this MOU, Sub- Recipient shall provide 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. k. Any and all notices, reports, or other communications required by this MOU, including but not limited to invoices, accounting reports, supporting documentation, and monitoring reports, shall be submitted under the penalty of perjury. 5. Funding e. Any costs for which Sub-Recipient receives reimbursement or credit that is determined by a subsequent audit or other review by either SCAG, HCD, other State authorities or federal cognizant agency to be ineligible or otherwise unallowable, are to be repaid by Sub-Recipient within thirty (30) calendar days of Sub-Recipient receiving notice or a written demand for reimbursement from SCAG. Such repayment may include interest, penalties or related fees, as determined by HCD or other State authorities. Should Sub-Recipient fail to reimburse unallowable costs due to SCAG within thirty (30) calendar days of demand, or within such other period as may be agreed between both parties hereto, SCAG is authorized to withhold and/or off-set future payments to Sub-Recipient. 2 | Page Exhibit B – Flow-Down Provisions Cooperative Agreement No. C-4-2053 6. Invoices a. This MOU is a Cost Reimbursement agreement. Amounts claimed must reflect the actual incurred and paid cost of completed work. The actual incurred and paid costs may not exceed the Project’s budget set forth in the most current fully executed SOW Approval Form. All invoices submitted to SCAG for payment shall be e-mailed to accountspayable@scag.ca.gov (file cannot exceed 10MB). All invoices submitted to SCAG for the Projects shall reference the OWP Project Number (OWP No. 305-4926.01). A separate invoice must be submitted for each individual Project. b. By the twenty-first following the start of a new quarter (i.e., January 21, April 21, July 21, October 21), Sub-Recipient shall submit an invoice for each Project to SCAG using the “Invoice Report” attached as Exhibit C. The Invoice Report must be submitted in both PDF format and the Excel file provided by SCAG. The Invoice Report shall also include, in narrative form, a progress report section with a description of services performed by Sub- Recipient’s staff and Consultant(s) as well as progress toward completion of tasks related to the Project for the prior quarter, a reporting of all costs incurred for that period, and progress achieved toward the REAP 2.0 Goals and Objectives. SCAG shall review the Invoice Report for compliance with this MOU. If SCAG determines that the Invoice Report is compliant with this MOU, SCAG shall approve the Invoice Report and issue payment to the Sub-Recipient. c. Incomplete or inaccurate invoices may be returned to Sub-Recipient for correction without payment until corrected and approved. SCAG may, at its discretion, disallow any unsupported costs and process the invoice. If Sub-Recipient corrects the error, the disallowed items can be included in the next set of invoices. d. Travel expenses and per diem rates are not to exceed the rate specified by the State of California Department of Human Resources for similar employees (i.e. non-represented employees) unless written verification is supplied that government hotel rates were not then commercially available to Sub-Recipient, and its Consultant(s) at the time and location required as specified in the California Department of Transportation’s Travel Guide Exception Process,which can be found at the following link: http://www.dot.ca.gov/hq/asc/travel/ap_b/bu1.htm. Also see the link for a summary of travel reimbursement rules. e. The Parties acknowledge that SCAG’s fiscal year is from July 1 to June 30. Sub-Recipient agrees to submit all invoices to SCAG for eligible expenses incurred through June 30th, no later than July 21st during the Term of this MOU. SCAG shall not be obligated to pay Sub- Recipient for any invoice received after such date. f. Sub-Recipient shall submit its final invoice to SCAG within thirty (30) days of the completion of each individual Project, but no later than June 30, 2026, whichever is first. SCAG shall not be obligated to pay-Sub Recipient for any invoice received after such date. g. Sub-Recipient will require that its Consultant(s) pay any contractors and subcontractors for satisfactorily completed work no later than ten (10) days of receipt of each payment from Sub- 3 | Page Exhibit B – Flow-Down Provisions Cooperative Agreement No. C-4-2053 Recipient. The ten (10) calendar days period is applicable unless a shorter period is required by applicable law. 7. Reporting a. At any time during the term of this MOU, SCAG may request additional information, as needed, to demonstrate satisfaction of all requirements identified in the MOU. b. By February 10 of each year following receipt of funding pursuant to this MOU, Sub-Recipient shall submit an Annual Report using the “Sub-Recipient Report Template,” attached as Exhibit D (“Report Template”). Sub-Recipient shall submit a separate Annual Report for each Project. The Annual Report shall include, in narrative form, a description of services performed by Sub-Recipient’s staff and Consultant(s) as well as progress toward completion of tasks related to the Project for the prior year, a reporting of all costs incurred for that period, and progress achieved toward the REAP 2.0 Goals and Objectives. c. When a Project is finalized, and no later than June 30, 2026, Sub-Recipient shall submit a Close-Out Report for the Project. At the time of the execution of this MOU, HCD has not provided the requirements for the Close-Out Report due to HCD by all grantees at the conclusion of the grant performance period. Therefore, the Close-Out Report format required by SCAG of Sub-Recipient is not available at this time, but will be provided when it becomes available. d. All reports submitted to SCAG shall reference the OWP Project Number (OWP No. 305- 4926.01). 8. Accounting a. Sub-Recipient shall establish and maintain an accounting system and reports that properly 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 Project Funds and Grant Funds and maintain expenditure details in accordance with the Scopes of Work, as outlined in the most current fully executed SOW Approval Form, for each Project. c. Sub-Recipient shall maintain documentation of its completed procurements (including the use of sole source purchasing), and financial records of expenditures incurred during the course of the Projects in accordance with GAAP. 9. Allowable Uses of Grant Funds a. SCAG shall not award or disburse funds unless it determines that the Project Funds and Grant Funds shall be expended in compliance with the REAP 2.0 Goals and Objectives. 4 | Page Exhibit B – Flow-Down Provisions Cooperative Agreement No. C-4-2053 i. REAP 2.0 Goals (“Goals”) are to invest in housing, planning, and infill housing-supportive infrastructure across the entire state in a manner that reduces Vehicle Miles Traveled (“VMT”), increases housing affordability, and advances equity. More detailed information on the Goals can be found in Section 201 of the REAP 2.0 Notice of Funding Availability (“NOFA”) and Final Guidelines for MPO Applicants and are made a part of the provisions of this MOU as if set forth in full. ii. REAP 2.0 Objectives (“Objectives”) include: (1) accelerating infill development that facilitates housing supply, choice, and affordability; (2) affirmatively furthering fair housing; (3) reducing vehicle miles traveled. More detailed information on the Objectives can be found in Section 202 of the REAP 2.0 NOFA and Final Guidelines for MPO Applicants and are made a part of the provisions of this MOU as if set forth in full. b. Project Funds and Grant Funds shall only be used by Sub-Recipient for activities approved by SCAG and included in the Scopes of Work, as outlined in the most current fully executed SOW Approval Form. c. Project Funds and Grant Funds may not be used for administrative costs of persons employed by Sub-Recipient for activities not directly related to eligible activities. d. Sub-Recipient shall use no more than five percent (5%) of the Project Funds for administrative costs related to a Project, or a maximum of Six Hundred Sixty-Four Thousand, Five Hundred Dollars ($664,500), whichever is lower. For purposes of this MOU, administrative costs are the costs incurred in direct support of grant administration that are not included in the organization’s indirect cost pool. Additional funds may be used from other sources solely contributed by Sub-Recipient to support Sub-Recipient’s administration of the Projects. i. Sub-Recipient must clearly indicate if funds will be used towards administrative costs on or before the Effective Date of this MOU. ii. If Sub-Recipient is seeking reimbursement for indirect costs and/or fringe benefits costs, they must annually submit an Indirect Cost Allocation Plan (“ICAP”) or an Indirect Cost Rate Proposal (“ICRP”) to its cognizant agency for indirect costs and/or fringe benefits costs in accordance with Title 2 Code of Federal Regulations Part 200 (2 CFR 200) Uniform Administrative Requirements, Cost Principles, And Audit Requirements For Federal Awards. The cognizant agency for indirect costs and/or fringe benefits costs means the federal agency responsible for reviewing, negotiating, and approving ICAPs or ICRPs. Sub-Recipient must provide their approved indirect cost rate and/or fringe benefit rate and provide a copy to SCAG Project Manager of the approved negotiated indirect cost rate agreement (“NICRA”) for the current fiscal year and subsequent years throughout the performance period. Indirect costs and/or fringe benefits costs may be sought for reimbursement only if Sub-Recipient has an approved NICRA from its cognizant agency on or before the Effective Date of this MOU. iii. If Sub-Recipient is seeking reimbursement for fringe benefits costs with absence of the approved NICRA and proposes to use a rate to allocate the fringe benefits costs on the basis 5 | Page Exhibit B – Flow-Down Provisions Cooperative Agreement No. C-4-2053 of entity-wide salaries and wages of the employees receiving the benefits, they must annually prepare the fringe benefits cost allocation plan in accordance with Title 2 Code of Federal Regulations Part 200 (2 CFR 200) Uniform Administrative Requirements, Cost Principles, And Audit Requirements For Federal Awards and provide a letter from the Sub- Recipient’s independent auditor confirming the compliance for the current fiscal year and subsequent years throughout the performance period. iv. If Sub-Recipient elects a de minimis indirect cost rate of 10%, they must annually complete a certification form provided by SCAG Project Manager to confirm the eligibility and compliance with Title 2 Code of Federal Regulations Part 200 (2 CFR 200) Uniform Administrative Requirements, Cost Principles, And Audit Requirements For Federal Awards and submit the signed form to SCAG Project Manager for the current fiscal year and subsequent years throughout the performance period. The de minimis rate of 10% is to be applied to modified total direct costs (MTDC) as defined by 2 CFR Part 200.1. e. There must be a strong implementation component for the funded activity through REAP 2.0, including, where appropriate, agreement by Sub-Recipient to submit the completed planning document to the applicable board, council, or other entity for adoption. If Sub-Recipient does not formally request adoption of the funded activity, it may be subject to repayment of the Grant Funds. 10. Work Products a. For purposes of this MOU, “Work Products” shall mean all deliverables created or produced under this MOU including, but not limited to, all deliverables conceived or made either solely or jointly with others during the term of this MOU and during a period of six months after the termination thereof, which relates to the Projects. Work Products shall not include real property or capital improvements. Work Products includes all deliverables, inventions, innovations, improvements, or other works of authorship Sub-Recipient or Consultant(s) may conceive of or develop in the course of this MOU, whether or not they are eligible for patent, copyright, trademark, trade secret or other legal protection. b. Sub-Recipient shall submit one (1) electronic copy of all Work Products associated with the Projects to the assigned SCAG Project Manager. c. SCAG shall own all Work Products. SCAG grants to Sub-Recipient a perpetual royalty-free, non-assignable, non-exclusive and irrevocable license to reproduce, publish or otherwise use Work Products related to the Projects 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. d. Subject to any provisions of law, including but not limited to the California Public Records Act, all deliverables and related materials related to the Projects shall be held confidential by Sub-Recipient. Nothing furnished to SCAG which is otherwise known or is generally known, or has become known, to the related industry shall be deemed confidential. Sub-Recipient shall safeguard such confidential materials from unauthorized disclosure, using the same standard 6 | Page Exhibit B – Flow-Down Provisions Cooperative Agreement No. C-4-2053 of care to avoid disclosure as Sub-Recipient treats its confidential information, but in no case less than reasonable care. 13. Insurance a. Sub-Recipient, at their own expense, shall procure and maintain policies of insurance, or provide evidence of self-insurance, of the types and amounts below, for the duration of the MOU. The policies shall state they afford primary coverage. Insurance Type Requirements Limits General Liability Commercial General Liability Not less than $5,000,000 per occurrence, insurance with coverage at least $10,000,000 general aggregate, for bodily as broad as Insurance Services injury, personal injury, and property damage. Office form CG 00 01.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 Covering bodily injury and property damage broad as Insurance Services Office form CA 00 01. 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’Workers’ Compensation insurance as required by the State of California and Including Occupational Diseases in accordance with California Law and Employers’ Liability Insurance with a limit Compensation/ Employer’s Liability Employer’s Liability Insurance. of not less than $1,000,000 each accident. Not required for sole proprietors or Sub-Recipients with no employees. Professional Liability Insurance Professional Liability (Errors and Omissions) insurance appropriate to the Sub- With limits of not less than $3,000,000 per occurrence. In addition, it shall be required that the professional liability insurance policy remain in effect for three (3) years after the Completion Date of this MOU. Recipient’s profession. Builders Risk Upon commencement of Sub-Recipient shall purchase and maintain construction and with approval property insurance written on a builder’s risk of SCAG, Sub-Recipient shall “Special Form Cause of Loss” or equivalent obtain and maintain builder’s policy form in an amount not to exceed risk (course of construction) for amount of the Contract, plus the cost of the entire duration of the Project. Not required for Projects without construction. materials supplied or installed by others on a full replacement cost basis. The Builder’s Risk policy shall include a soft cost endorsement that covers soft costs equal to 7 | Page Exhibit B – Flow-Down Provisions Cooperative Agreement No. C-4-2053 Insurance Type Requirements Limits twenty percent (20%) of the Contract’s full value. Soft costs are defined as certain expenses, in addition to labor and materials, required to complete the Project that has been delayed due to unexpected physical damage and include, but are not limited to, the following: legal/accounting fees, design or other professional fees, financing costs, taxes, general administration, lease expenses, permit fees and insurance premiums. This insurance shall include the interests of the Additional Insureds as named below, Sub- Recipient and the subcontractors of every tier on the Project as insureds. The insurance shall cover without limitation, loss or damage to the Work arising from the perils covered under “Special Form Cause of Loss” form coverage including, without duplication of coverage for theft, fire, lightning, explosion, or hail, smoke, aircraft or vehicles, riot or civil commotion, vandalism, malicious mischief, collapse, earthquake, flood, windstorm, false-work, testing and delay of startup, temporary buildings, property in transit and while stored at a temporary location, debris removal including demolition occasioned by enforcement of any applicable legal requirements, and shall cover reasonable compensation for Sub-Recipient’s services and expenses required as a result of such loss. During the Project construction period, Sub-Recipient and its subcontractors shall mutually waive all rights of recovery against each other and against the Additional Insureds identified below for damages caused by fire or other perils covered by the Builders Risk “Special Form Cause of Loss” insurance. All applicable policies of insurance covering the Work or the property of the Sub-Recipient or subcontractor shall be endorsed to provide a waiver of subrogation in favor of the Additional Insureds identified below, Sub-Recipient and all subcontractors of every tier. Further, Sub-Recipient hereby releases, and shall cause its subcontractors to 8 | Page Exhibit B – Flow-Down Provisions Cooperative Agreement No. C-4-2053 Insurance Type Requirements Limits 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 retention exceeding $10,000.00 per 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, $1,000,000 per claim and in the aggregate. The policy limit shall be no less than accidental, and gradual All activities contemplated in this MOU shall pollution, and remediation. Not be specifically scheduled on the policy as required for Projects without construction. “covered operations.” The policy shall provide coverage for remediation of the site in the event of an environmental contamination event arising out of the materials, supplies, products, work, operations, or workmanship. Products/ Completed Operations Coverage Coverage shall extend a minimum of three (3) years after insured for covered claims arising out of the project completion. Not required actions of independent contractors. If the for Projects without construction. Coverage shall be included on behalf of the insured is using subcontractors, 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, agents, and employees, shall be included as additional insureds under the Products and Completed Operations coverage. b. Higher Limits: no representation is made that the minimum insurance requirements of this agreement are sufficient to cover the indemnity or other obligations of the sub-recipient under this agreement. c. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: 9 | Page Exhibit B – Flow-Down Provisions Cooperative Agreement No. C-4-2053 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. g. Sub-Recipient shall furnish SCAG with original endorsements and certificates of insurance evidencing coverage required by this clause. All documents are to be signed by a person authorized by that insurer to bind coverage on its behalf. All documents are to be received and approved by SCAG before work commences. Upon request of SCAG at any time, Sub- Recipient shall provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications. h. Sub-Recipient agrees to ensure that its Consultant(s) provide the same minimum insurance coverage and endorsements required of Sub-recipient. Sub-Recipient agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Section. However, in the event Sub- Recipient’s Consultant(s) cannot comply with this requirement, which proof must be submitted to SCAG, Sub-Recipient shall be required to ensure that its Consultant(s) provide and maintain insurance coverage and endorsements sufficient to the specific risk of exposure involved with Consultant(s) scope of work and services, with limits less than required of the Sub-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 Consultant(s). This provision is intended solely to provide Sub-Recipient with the ability to utilize Consultant(s) 10 | Page Exhibit B – Flow-Down Provisions Cooperative Agreement No. C-4-2053 who may be otherwise qualified to perform the work or services but may not carry the same insurance limits as required of Sub-Recipient under this MOU given the limited scope of work or services provided by the Consultant(s). Sub-Recipient agrees that upon request, all agreements with Consultant(s) will be submitted to SCAG for review. 14. Indemnification Sub-Recipient shall fully defend, indemnify and hold harmless SCAG, its members, officers, employees, and agents from any and all claims, losses, liabilities, damages, expenses, suits or actions including attorneys’ fees, brought forth or arising under any theories or assertions of liability, occurring by or resulting from or otherwise related to the Projects or this MOU. Such obligations shall not, however, extend to any claims, losses, liabilities, damages, expenses, suits or actions that arise from SCAG’s willful misconduct. 18. Records Retention a. Sub-Recipient and its Consultant(s) shall maintain all source documents, books and records connected with the Projects, all procurements related to the Projects, all work performed under this MOU, and evidence demonstrating the funding was used for the appropriate purposes for a minimum of five (5) years after December 31, 2026. Wherever practicable, such records should be collected, transmitted, and stored in open and machine-readable formats. b. If any litigation, claim, negotiation, audit, monitoring, inspection, or other action has been started before the expiration of the required record retention period, all records shall be retained by Sub-Recipient and its Consultant(s) for five (5) years after: (a) the conclusion or resolution of the matter; (b) the date an audit resolution is achieved for each annual SCAG OWP; or (c) December 31, 2026, whichever is later. 19. Monitoring and Audits a. SCAG may monitor expenditures and activities of Sub-Recipient and its Consultant(s) as SCAG deems necessary to ensure compliance with the MOU, the Statutes, the REAP 2.0 Guidelines and the Program Guidelines. b. At any time during the term of this MOU, SCAG, HCD, the California Department of General Services, the California Bureau of State Audits, or their designated representatives may perform or cause to be performed a financial audit of any and all phases of the Projects. At their request, Sub-Recipient shall provide, at its own expense, a financial audit prepared by an independent certified public accountant. c. Sub-Recipient agrees that SCAG, HCD, the California Department of General Services, the California Bureau of State Audits, or their designated representatives shall have the right to review, obtain, and copy all records and supporting documentation related to the performance of this MOU. Sub-Recipient agrees to provide any relevant information requested. Copies shall be made and furnished to SCAG upon request at no cost to SCAG. 11 | Page Exhibit B – Flow-Down Provisions Cooperative Agreement No. C-4-2053 d. Sub-Recipient agrees to permit SCAG, HCD, the California Department of General Services, the California Bureau of State Audits, or their designated representatives access to its premises, upon reasonable notice, during normal business hours for the purpose of interviewing employees who might reasonably have information related to such records and inspecting and copying such books, records, accounts, and other material that may be relevant to a matter under investigation for the purpose of determining compliance with this MOU, the Statutes, the REAP 2.0 Guidelines, or applicable state and federal laws, rules, and regulations. e. If there are audit findings from SCAG or HCD’s audit, Sub-Recipient must submit a detailed response acceptable to SCAG or HCD for each audit finding within ninety (90) days of the audit finding report. 21. Compliance with Laws, Rules, and Regulations a. Sub-Recipient agrees to comply with all federal, state and local laws, rules and regulations applicable to this MOU. b. Non-Discrimination/Equal Employment Opportunity i. During the performance of this MOU, Sub-Recipient assures that no person shall be denied the MOU’s benefits, be excluded from participation or employment, be denied Project benefits, or be subjected to discrimination based on race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, under the Projects or any program or activity funded by this MOU, as required by Title VI of the Civil Rights Act of 1964, the Fair Housing Act (42 U.S.C. §§ 3601-20) and all implementing regulations, the Americans with Disabilities Act (“ADA”) of 1990 (42 U.S.C. §§ 12101 et seq.) and all applicable regulations and guidelines issued pursuant to the ADA, and the Age Discrimination Act of 1975 and all implementing regulations. Sub-Recipient shall ensure that the evaluation and treatment of employees and applicants for employment are free of such discrimination. ii. Sub-Recipient shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code § 12900 et seq.), the regulations promulgated thereunder (Cal. Code Regs. tit. 2, § 11000 et seq.), the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Gov. Code §§ 11135-11139.5), and the regulations or standards adopted by HCD to implement such article. iii. Sub-Recipient shall permit access by representatives of the Department of Fair Employment and Housing, SCAG, and HCD upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours’ notice, to such of its books, records, accounts, and all other sources of information and its facilities as the Department of Fair Employment and Housing, SCAG, or HCD shall require to ascertain compliance with this Section. 12 | Page Exhibit B – Flow-Down Provisions Cooperative Agreement No. C-4-2053 iv. Sub-Recipient shall give written notice of its obligations under this Section to labor organizations with which they have a collective bargaining or other agreement. v. Sub-Recipient shall adopt and implement affirmative processes and procedures that provide information, outreach and promotion of opportunities in the Projects to encourage participation of all persons regardless of race, color, national origin, sex, religion, familial status, or disability. This includes, but is not limited to, a minority outreach program to ensure the inclusion, to the maximum extent possible, of minorities and women, and entities owned by minorities and women, as required by 24 C.F.R. § 92.351. c. Recycling Certification. Sub-Recipient shall certify in writing under penalty of perjury, the minimum, if not exact, percentage of post-consumer material as defined in the Public Contract Code Section 12200, in products, materials, goods, or supplies offered or sold to SCAG regardless of whether the product meets the requirements of Public Contract Code Section 12209. With respect to printer or duplication cartridges that comply with the requirements of Section 12156(e), the certification required by this subdivision shall specify that the cartridges so comply (Pub. Contract Code § 12205). d. Anti-Trust Claims. Sub-Recipient, by signing this MOU, hereby certifies that if these services or goods are obtained by means of a competitive bid, the Sub-Recipient shall comply with Title 1, Division 5, Chapter 11 of the California Government Code (Gov. Code §§ 4550-4554). e. Child Support Compliance Act. If the Grant Funds provided under this MOU are in excess of $100,000, Sub-Recipient acknowledges in accordance with Public Contract Code 7110, that: i. Sub-Recipient recognizes the importance of child and family support obligations and shall fully comply with all applicable state and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with Section 5200) of Part 5 of Division 9 of the Family Code; and ii. Sub-Recipient, to the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the California Employment Development Department. f. Priority Hiring Considerations. If this MOU includes services in excess of $200,000, the Sub- Recipient shall give priority consideration in filling vacancies in positions funded by the MOU to qualified recipients of aid under Welfare and Institutions Code Section 11200 in accordance with Pub. Contract Code §10353. g. Loss Leader. If this MOU involves the furnishing of equipment, materials, or supplies then the following statement is incorporated: It is unlawful for any person engaged in business within this state to sell or use any article or product as a “loss leader” as defined in Section 17030 of the Business and Professions Code. (PCC §10344(e).) 13 | Page Exhibit B – Flow-Down Provisions Cooperative Agreement No. C-4-2053 22. Public Works and Construction Without limiting the generality of Section 21.a., Sub-Recipient agrees to ensure compliance with all applicable legal authority regarding construction standards and requirements, including but not limited to the following: a. Labor Code Requirements i. Sub-Recipient is hereby put on notice that the one or more of the Projects under the MOU may qualify as a public works project and Sub-Recipient will therefore be required to determine whether the Project falls under a classification that would require payment of prevailing wages. Services constituting public works are described in California Labor Code Sections 1720-1861, as may be amended or recodified by legislative action from time-to-time. ii. If a Project qualifies as a public works project, Sub-Recipient shall be the Awarding Body for the public works project and required to comply with all requirements applicable to the Awarding Body. iii. If Sub-Recipient or its Consultant(s) will perform services that require payment of prevailing wages, they are required to register with the California Department of Industrial Relations (DIR) in order to be compliant with the law. Neither Sub-Recipient nor its Consultant(s) may work on a public works project without a current and active DIR registration. iv. In the event that Sub-Recipient or its Consultant(s) engages in the performance of a public work under this MOU as defined by Labor Code Section 1770 et seq., Sub-Recipient and its Consultant(s) shall be required to cause such employees who are entitled to prevailing wages, to be paid the required wage amounts pursuant to applicable state law. Sub- Recipient and its Consultant(s) shall ensure compliance with the State of California’s General Prevailing Wage Rate requirements in accordance with California Labor Code, Section 1770, and all Federal, State, and local laws and ordinances applicable to the work. v. Sub-Recipient further acknowledges that any work that qualifies as a public work within the meaning of California Labor Code Section 1720 shall require Sub-Recipient and its Consultant(s) to comply with the provisions of California Labor Code Sections 1775 et seq. Sub-Recipient agrees to ensure compliance with Labor Code Section 1776 regarding retention and inspection of payroll records and noncompliance penalties, Labor Code Section 1777.5 regarding employment of registered apprentices, and Labor Code Section 1813 regarding forfeiture for violations of the maximum hours per day and per week provisions contained in the same chapter. 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. 14 | Page Exhibit B – Flow-Down Provisions Cooperative Agreement No. C-4-2053 c. All construction contracts for the Projects shall be administered and managed by Sub- Recipient. Sub-Recipient shall prepare or have prepared a detailed schedule of performance for the Projects, ensuring that all construction is completed within the timeline allowed by the MOU. Sub-Recipient shall be responsible for requiring the construction contractor to furnish any applicable labor and material bonds and payments and performance bonds naming the Sub- Recipient as obligee, and SCAG as additional obligee, or an insurance policy in lieu of such bonds. d. Sub-Recipient agrees to procure any and all permits, licenses and approvals necessary to complete the Projects, including those necessary to perform design, construction, operation and maintenance, and to comply with all California Environmental Quality Act requirements applicable to the Projects. Sub-Recipient shall pay all charges and fees and give all notices necessary or incidental to the Projects. e. Sub-Recipient shall prepare, or have prepared, all plans, specifications and estimates for the Projects and ensure that the Projects comply with all applicable federal and state accessibility requirements, including but not limited to the Americans with Disabilities Act, including its implementing regulations at 24 CFR Part 8 and any amendments, and California Government Code Section 4450, and applicable requirements and guidance provided in Title 24 of the California Code of Regulations, for the construction of buildings, structures, sidewalks, curbs and related facilities for accessibility and usability. f. Sub-Recipient shall conduct all necessary due diligence for the Projects, including but not limited to performing necessary environmental assessments/review of environmental hazard reports, conducting engineer/geotechnical review, commissioning title reports to identify and evaluate the condition of title and encumbrances on the subject property, determining the entity(ies) with site control, including whether any third parties have ownership or site control rights, and determining the suitability for the Project. g. Sub-Recipient shall ensure any contractors or subcontractors are paid in accordance with applicable laws and regulations. h. Sub-Recipient shall comply with the procedure set forth in Public Contracts Code Section 9204 for processing contractor claims, paying undisputed amounts, and requiring mediation of disputed amounts. i. Sub-Recipient shall be responsible for ensuring ongoing maintenance of the Projects after completion. SCAG shall not be responsible for ongoing maintenance of the Projects after completion. 23. Conflict of Interest The Parties shall comply with all applicable federal and state conflict of interest laws, regulations, and policies. 15 | Page Exhibit B – Flow-Down Provisions Cooperative Agreement No. C-4-2053 24. Independent Contractor Sub-Recipient and its Consultant(s) shall be independent contractors in the performance of this MOU, and not officers, employees, or agents of SCAG. 25. Assignment Neither Party shall assign any rights or interests in this MOU, or any part thereof, without the written consent of each Party to this MOU, which consent may be granted, withheld or conditioned in the consenting Party’s sole and absolute discretion. Any assignment without such written consent shall be void and unenforceable. The covenants and agreement of this MOU shall inure to the benefit of and shall be binding upon each of the Parties and their respective successors and assignees. 26. Release of Information Sub-Recipient shall not release any information or Work Products to a third party or otherwise publish or utilize any information or Work Products obtained or produced by it as a result of or in connection with the performance of services under this MOU without the prior written authorization of SCAG, except as provided under this MOU or as required by law (including, without limitation, pursuant to the California Public Records Act). All public-facing communications materials relating to this MOU or its subject matter shall acknowledge SCAG. Communications materials include, but are not limited to, site signage, printed information materials, print and online publications, websites, advertisements, video, public service announcements, social media postings, events, media advisories, news releases, and all other related materials. To ensure consistency of public information about SCAG programs and funded work products, Sub-Recipient is required to notify and coordinate with SCAG’s Manager of Media & Public Affairs or a specified designee on any media inquiries or plans for proactively providing information to media outlets. All communication materials must be provided to SCAG prior to completion so that inclusion of this element can be confirmed. SCAG will reply within three business days; if no reply is received, the Sub-Recipient can proceed without comments. SCAG Communication Contact: Alisha James james@scag.ca.gov (213) 236-1884 16 | Page CITY OF SANTA ANA FY 24/25CIP CAPITAL IMPROVEMENT PROJECT WORKSHEET PROJECT DESCRIPTION: The First Street Boulevard Multimodal Study Project will look at options to enhance the City’s planned improvements for First Street by assessing the feasibility of infrastructure improvements through robust community outreach efforts and field data analyses. PROJECT NEED: As per the approved GP update, First Street is envisioned to go from a 6-vehicle travel lane, divided roadway to a 4-vehicle travel lane divided roadway with bicycle infrastructure and enhanced pedestrian sidewalks. These potential improvements will benefit the Santa Ana residents who utilize OCTA’s Route 64, one of the highest ridership bus routes in Orange County. Route 64 services Orange County bus riders from Westminster Mall, to the west, to Larwin Square Shopping Mall, to the east, in Tustin while traversing right through the heart of the City of Santa Ana on First Street. The route consists of approximately 90 stops covering both directions with nearly 50 of them in Santa Ana. PROJECT TITLE: First Street Multimodal Boulevard Study Project PROJECT CATEGORY: Traffic Improvements Traffic Improvements LOCATION MAP AGENCY:DIVISION:CONTACT:DATE: Public Works Traffic Engineering Ruben Castaneda, Senior Engineer 21-Jan-2025 PROJECT COSTS FY 24/25 FY 25/26 FY 26/27 FY 27/28 FY 28/29 FY 29/30 FY 30/31 Construction 3,870,000 ------ Engineering 430,000 ------ TOTAL 4,300,000 ------ SOURCE OF FUNDS FY 24/25 FY 25/26 FY 26/27 FY 27/28 FY 28/29 FY 29/30 FY 30/31 ATP 4,300,000 ------ TOTAL 4,300,000 ------ EXHIBIT 3