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Home My WebLink AboutSTATE OF CALIFORNIA DEPARTMENT OF HOUSING (3)DocuSign Envelope ID: 8EOAA857-C16D-4D7F-9571-70EB9C15832D Return FULLY EXECUTED copy to COTC, M-30 A-2021-103 SCAG MOU#: M-006-22 SCAG OWP #: 2253564.17 vnnes FEB 1 1 2021 MEMORANDUM OF UNDERSTANDING Cbf f (2� BETWEEN THE Cicut lip SOUTHERN CALIFORNIA ASSOCIATION OF GOVERNMENTS Sw) AND THE CITY OF SANTA ANA FOR THE SOUTHERN CALIFORNIA ASSOCIATION OF GOVERNMENTS GO HUMAN CAMPAIGN This Memorandum of Understanding ("MOU" or "Agreement") is made as of ("Effective Date") by Southern California Association of Governments, a California joint powers authority, ("SCAG") and City of Santa Ana ("CITY"), a municipal corporation, for Southern California Association of Governments Go Human Campaign SCAG and the CITY are individually referred to herein as "Party" and may be collectively referred to herein as "Parties." WHEREAS, SCAG is a Joint Powers Agency and a federally designated Metropolitan Planning Organization ("MPO") for Southern California. As an MPO, SCAG is primarily responsible for the development of a Regional Transportation Plan/Sustainable Communities Strategy ("RTP/SCS") for the counties of Imperial, Los Angeles, Orange, San Bernardino, Riverside, and Ventura; WHEREAS, pursuant to its annual Overall Work Program ("OWP"), SCAG will be engaged in activities and projects that will require certain technical, professional, or support services from time to time related to its work regarding the RTP/SCS; WHEREAS, SCAG's Fiscal Year is from July l through June 30; WHEREAS, the CITY's Fiscal Year is from July I through June 30; WHEREAS, the CITY seeks to develop a "Go Human Campaign" ("Project"); WI3EREAS, the Project will purchase advertisement space in the CITY in conjunction with the CITY's Affordable Housing Sustainable Communities Program award; WHEREAS, CITY has selected a Service Provider ("Service Provider") for the purchase of the advertisement space; WITEREAS, the Project will be specific to the CITY; WHEREAS, the Project will include the specific items contained in the Scope of Work ("SOW") for the Project attached hereto as Exhibit "A" and incorporated herein by this reference; WHEREAS, the CITY and SCAG desire to set forth the terms of their ongoing collaboration with respect to this effort in this MOU. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants, promises and agreements Page I 1 DocuSign Envelope ID: BEOAA857-C16D-4D7F-9571-70E89C15832D SCAG MOU#: M-006-22 set forth herein, the Parties hereby agree as follows; SCAG OWP #: 225.3564.17 I.TERM: The term of this MOU shall commence on the Effective Date, and shall continue through the completion of all work contemplated under. this MOU, or, April 29, 2022, whichever comes first, unless otherwise terminated as set forth in Sections 4 and 5 herein. The term of this MOU may be extended by mutual written agreement of the Parties. A. SCAG will: 1. Undertake procurement and management of Service Provider to help the CITY to develop the Project in accordance with SCAG's Procurement Manual, 2, Execute a contract with the Service Provider for the development of the Project for the tasks described in the SOW, which shall also include any requirements set forth in this MOU. 3. Manage all invoicing and billing for the services provided by the Service Provider for the Project. 4. Submit one invoice to the CITY for a total of $22,500, as follows: • The invoice will be for $22,500 to be paid to the Service Provider after the completion of the work identified in SOW. B. CITY will: 1. Participate in coordination calls and meetings with all parties and Service Provider throughout the development of the Project, 2. Provide a point -of -contact with name, title, and contact information. If the point - of -contact is reassigned or no longer with the CITY, a new point -of- contact must be designated within ten (10) business days, 3. Actively engage in the development of the Project including, but not limited to, promptly responding to all correspondence (i.e., to phone calls and emails) and attending meetings. 4. Use its best efforts to complete its review of the deliverables as outlined in the SOW within fourteen (14) working days of receipt from SCAG, and approve within ten (10) business days the deliverables identified in the SOW that can be approved by staff or twenty (20) business days any items that need to be reviewed by City Attorney or City Manager. 5. Provide meeting space for events related to this MOU and other events related to the development of the Project at no cost. 6. Contribute twenty-two thousand five hundred dollars ($22,500.00) to the Project, Page12 DocuSign Envelope ID: 8EOAA857-C16D-4D7F-9571-70EB9C15832D SCAG MOM M-006-22 SCAG OWP M 225.3564.17 which is funded wholly with State funds from the California Department of Housing and Community Development Department (HCD). 7, Remit payment to SCAG within thirty (30) clays of receipt of SCAG's invoice for the CITY contribution as set forth in provision 6 above. C. The Parties agree to not seek any reimbursement for the performance of their respective obligations pursuant to this MOU, except as set forth herein. 2111R1 0 N A. Project Managers, For proposes of this MOU, SCAG designates the following individual as its Project Manager: Andres Carrasquillo, Community Engagement Specialist. 2, For purposes of this MOU, the CITY designates the following individual as its Project Manager: Claudia Fernandez -Shaw, Housing Programs Analyst. Either Party may change the designations set forth herein upon written notice to the other Party. 4. DEFAULT: REMEDIES: A. Default. A "Default" under this MOU is defined as any one or more of the following: (i) failure of either Party to comply with the terms and conditions contained in this MOU; and/or (ii) failure of either Party to perform its obligations set forth herein satisfactorily or to make sufficient progress toward Project completion. B. Remedies. In the event of a Default by either Party, the non -defaulting Party may provide a written notice of such Default and thirty (30) days to cure the Default. In the event that the defaulting Party fails to cure the Default, or commit to cure the Default and commence the same within such 30-day period and to the satisfaction of the non -defaulting Party, the non -defaulting Party may terminate this MOU; Such termination shall be effective immediately. The remedies described herein are non-exclusive. 5. TERMINATION: A. '['his MOU may be terminated by either Party at any time, with or without cause, by providing written notice of termination to the other Party. Such termination will be effective thirty (30) days after such notice is received. B. if the CITY terminates this MOU prior to the completion of the Project, SCAG will invoice the CITY for any costs incurred that exceed the amount of the initial invoice. Total billable cost to the CITY shall not exceed $22,500.00 without a written amendment ("Amendment") signed by both Parties to this Agreement. Page13 DocuSign Envelope ID: 8EOAA857-C16D-4D7F-9571-70EB9C15832D SCAG MOU#: M-006-22 SCAG OWP #: 225,3564.17 A. Except for the negligence or willful misconduct of SCAG and any of its directors, officers, agents, employees, assigns, and successors in interest, the CITY undertakes and agrees to defend, indemnify, and hold harmless SCAG and any of its directors, officers, agents, employees, assigns, and successors in interest from and against all suits and causes of action, claims, losses, demands and expenses, including, but not limited to, attorney's fees and cost of litigation, damage or liability of any nature whatsoever, for death or injury to any person, including the CITY's Service Provider(s), employees and agents, or damage or destruction of any property of either party hereto or of third parties, arising in any manner by reason of the negligent acts, errors or omissions or violations of law by the CITY, employees and agents in connection with its activities in pursuing the Project or under this MOU. The CITY further agrees to require its Service Provider to provide indemnification for SCAG to the same extent as the CITY, in the contract(s) between the CITY and its Service Provider for work related to this Agreement. B. Except for the negligence or willful misconduct of the CITY and any of its directors, officers, agents, employees, assigns, and successors in interest, SCAG undertakes and agrees to defend, indemnify, and hold harmless the CITY and any of its directors, officers, agents, employees, assigns, and successors in interest from and against all suits and causes of action, claims, losses, demands and expenses, including, but not limited to, attorney's fees and cost of litigation, damage or liability of any nature whatsoever, for death or injury to any person, including SCAG's employees and agents, or damage or destruction of any property of either party hereto or of third parties, arising in any manner by reason of the negligent acts, errors or omissions or violations of law by SCAG or its employees and agents in connection with its activities in pursuing the Project or under this MOU. IT► Ca.► �. CITY shall, at its own expense, procure and maintain policies of insurance of the type and amount below, for the duration of the MOU. The policies shall state they afford primary coverage. The minimum required insurance coverage required by SCAG is set for below. a) Minimum Scope of Insurance —Coverage shall beat least as broad as: I. Insurance Services Office Commercial General Liability coverage (Occurrence form C00001), or its equivalent, b) Minimum Limits of Insurance --CITY and SCAG shall maintain limits no less than: L General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage, If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. c) Other Insurance Provisions — Both CITY and SCAG should comply with the other insurance provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: Page14 DocuSign Envelope ID: SEOAA857-C16D-4D7F-9571-70EB9C15832D SCAG MOU#: M-006-22 SCAG OWP #: 225,3564.17 SCAG, its officials and employees are to be covered as additional insureds, as respects to liability arising out of the activities performed by or on behalf of CITY, products and completed operations of CITY. The coverage shall contain no special limitations on the scope of protection afforded to SCAG, its officials and employees. . 2. For any claims related to this Project, CITY insurance coverage shall be primary insurance as respects SCAG, its officials and employees. Any insurance or self- insurance maintained by SCAG shall be excess of CITY insurance and shall not contribute with it. 3. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to SCAG, its officials and employees. d) CITY 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. e) Verification of Coverage — CITY 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, CITY shall provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications. 8, Records Retention and Audits: SCAG shall maintain complete and accurate records with respect to all funds received from City of Santa Ana, costs and expenses incurred, and disbursements made to Service Provider under this Agreement, All such records shall be clearly identifiable. SCAG shall allow a representative of City of Santa Ana during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. SCAG shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the Completion Date. 9. Other lernns andConditions: A. Notices. All notices required or permitted to be given under this Agreement shall be in writing and shall be personally delivered, or sent by electronic mail or certified mail, postage prepaid and return receipt requested, addressed as follows: To SCAG: Cindy Giraldo Chief Financial Officer Southern California Association of Governments 900 Wilshire Blvd., Suite 1700 Los Angeles, CA 90017 Page15 DocuSign Envelope ID: 8EOAA857-C16D-4D7F-9571-70EB9C158321) SCAG MOU#: M-006-22 SCAG OWP #: 225.3564.17 Email: giraldo@scag.ca.gov Phone; (213) 630-1413 To CITY: Kristine Ridge, City Manager City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 kridgea,santa-ana ore (714)647-5400 with a copy to: Claudia Shaw, Housing Programs Analyst City of Santa Ana 20 Civic Center Plaza — M-26 Santa Ana, CA 92701 CShaw@santa-ann.org (714)667-2265 B. No Partnership. This Agreement is not intended to be, and shall not be construed as, an agreement to form a partnership, agency relationship, or a joint venture between the Parties. Except as otherwise specifically provided in the Agreement, neither Party shall be authorized to act as an agent of or otherwise to represent the other Party. C. Entire Agreement. This Agreement constitutes the entire understanding between the Parties with respect to the subject matter herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing, and signed by the Parties in interest at the time of such modification. D. Governing Law. This Agreement shall be governed by and construed under California law and any applicable federal law without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the Parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Los Angeles County, California. E. Attorneys' Fees. In the event that there is any litigation or other legal proceeding between the Parties in connection with this Agreement, each party shall bear its own costs and expenses, including attorneys' fees. F. Excusable Delays. Neither Party hereto shall be considered in default in the performance of its obligations hereunder to the extent that the performance of any such obligation is prevented or delayed by unforeseen causes including acts of God, floods, earthquakes, fires, acts of a public enemy, and government acts beyond the control and without fault or negligence of the affected Party. Each Party hereto shall give notice promptly to the other of the nature and extent of any such circumstances claimed to delay, hinder, or prevent performance of any obligations under this Agreement. G. Waiver. Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom Page 16 DocuSign Envelope ID: 8EOAA857-C16D-4D7F-9571-70EB9C15832D SCAG MOU#: M-006.22 enforcement of a waiver is sought. SCAG OWP #: 225.3564.17 H. I-leadines. The section headings contained in this Agreement are for convenience and identification only and shall not be deemed to limit or define the contents to which they relate. I. Assignment. Neither Party may assign its interest in this Agreement, or any part thereof, without the prior written consent of the other Party. Any assignment without consent shall be void and unenforceable. J. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way. IC. Authority to Execute, The person executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of said Parties, and that by doing so the Patties are formally bound to the provisions of this Agreement. L. Execution of MOU or Amendment. This MOU, or any amendment related thereto (Amendment), may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. The signature page of this MOU or any Amendment may be executed by way of a manual or authorized digital signature. Delivery of an executed counterpart of a signature page to this Agreement or an Amendment by electronic transmission scanned pages shall be deemed effective as a delivery of a manually or digitally executed counterpart to this Agreement or any Amendment. M. Entire Agreement, Recitals, This Agreement contains the entire Agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified in writing signed by all Parties. The Recitals set forth above are incorporated herein and made an operative part of this Agreement. N. Conflict of Interest. The parties shall comply with Federal and State conflict of interest laws, regulations, and policies. If any Federal funds are provided under this MOU, the Parties shall also comply with applicable Federal conflict of interest laws, regulations, and policies. Page 17 DocuSign Envelope ID: 8EOAA857-C16D-4D7F-9571-70EB9C15832D SCAG MOU#: M-006-22 SCAG OWP #: 225.3564.17 IN WITNESS WHEREOF, the Parties have caused this MOU to be executed by their duly authorized representatives as of the date indicated below. SOUTHERN CALIFORNIA ASSOICATION OF GOVERNMENTS ("SCAG") Eywt ocub,gnetl by: By: GiraLh Cin y ira o Chief Financial Officer APPROVED AS TO FORM: E±a ocu5lgnetl by: av By. 1t Jeffery Elder Deputy Legal Counsel II CITY OF SANTA ANA ("CITY") By: Kristine Ridge City Manager APPROVED AS TO FORM: By: QL Rydd O. Hodge Assistant City Attorney ATTEST CLERK OF THE COUNCIL Daisy Gomez, MMC Clerk of the Council Page 18 2/16/2022 Date 2/16/2022 Date 2� Zz Date February 9, 2022 Date DocuSign Envelope ID: 8EOAA857-C18D-4D7F-9571-70EB9C15832D SCAG MOU#: M-006-22 SCAG OWP #: 225.3564.17 Exhibit A — SCOPE OF WORI{ MEDIA PURCHASE FOR CITY OF SANTA ANA (AFFORDABLE HOUSING SUSTAINABLE COMMUNITIES AWARD RECIPIENT) Scope of Work About Go Iltuaarr. The Southern California Association of Governments (SCAG) is a Metropolitan Planning Organization (MPO) that develops long-range transportation and land use plans for the six -county Southern California region, which includes: hnperial, Los Angeles, Orange, Riverside, San Bernardino and Ventura counties, The SCAG region, like California and the nation, experienced a period of annual declines in traffic -related fatalities and serious injuries until 2012 when they began to steadily rise. Although the region has made some progress on safety, each year in traffic collisions, on average: 1,500 people are killed; 5,200 are seriously injured; and 136,000 are injured. About 73 percent of those killed since 2001 were in vehicles or on motorcycles, while the remaining 27 percent were walking or bicycling (disproportionate to their mode share). The numbers of both pedestrians and motorcyclists killed are the highest they have been for more than a decade. In addition, fatalities and serious injuries are mostly occurring in areas with high concentrations of Disadvantaged Communities and Communities of Concern. In response, SCAG launched the Go Human Campaign in 2015 to address the rising rates of injuries and collisions. Today, Go Human is a nationally recognized, award winning active transportation safety and encouragement campaign that aims to reduce traffic collisions and encourages people to walk and bike more across the region, while reducing vehicle miles traveled and greenhouse gas emissions. The campaign is a collaboration between SCAG and the health departments and transportation commissions across the region. Since its inception, the campaign has achieved over one billion impressions. Campaign material appears in English, Spanish, Korean, Vietnamese, Chinese, Tagalog, and other languages. The campaign supports a regional transportation nexus through a coordinated strategy of neighborhood- and community -level safety and engagement strategies. In response to the COVID-19 pandemic and the demonstrations against police brutality, the SCAG Regional Council adopted a resolution declaring systemic racism a human rights and public health crisis. In alignment with this declaration, Go Haman has expanded its approach to traffic safety, one that intersects with public health and equity. This approach acknowledges the multiple types of violence that take place on streets in the region, often falling along lines of race. People who are Black and Latinx have disproportionately experienced the dual harms of the pandemic and police violence, and this reality urges a redress of structural oppression and racism in the development of safer streets. Project Overview: Media Purchase for City of Santa Ana (Affordable Housing Sustainable Communities Recipient) For the Affordable L-tousing Sustainable Communities (AIISC) Program, select applicants within the SCAG region have budgeted program funds for Go Human advertisements to accompany the affordable housing project. Each AHSC awardee ("Awardee") identifies advertisement types, flight duration, and the budget for Go Heenan activities. Advertisement types include but are not exclusive to billboards, gas pump toppers, bus shelter ads, Facebook ads, and radio ads, Page19 DocuSign Envelope ID: 8EOAA857-C16D-4D7F-9571-70EB9C15832D SCAG MOU#: M-006-22 SCAG OWP #: 225.3564.17 Through their Affordable Housing Sustainable Communities Award, the City of Santa Ana (City) has budgeted $22,500 to place Go Htanan advertisements in conjunction with their affordable housing project. In 2021 the City worked with a SCAG-provided media vendor to create an advertisement plan, which included advertisement type, creative, ad locations, and schedule. The City selected Clear Channel to deploy the ads. Through its Co -Branded Material Request Program, SCAG will provide art files of the requested Go Human advertisements. Clear Channel will print and place the ads. SCAG will invoice the City of Santa Ana for $22,500 and will use those funds to purchase the advertisement space from Clear Channel. The work comprises the following milestone. Task 1: Media Purchase SCAG will utilize the fields from the City of Santa Ana to purchase advertisement space from Clear Channel for the Go Human campaign. The advertisement space and schedule will be negotiated by the City of Santa Ana and its developer partner, Meta Housing Corporation, SCAG shall be responsible for the payment of the ad space to the vendor. Milestone: Purchase of advertisement space, Page I10