HomeMy Public PortalAboutAgreement_2021-05-01 to completion_San Gabriel Valley Council of Governments_Memorandum of the agreement for participation in the development of the San Gabriel Valley Regional Vehicle-Miles Traveled Mitigation Fee Structure_1561202.1
MEMORANDUM OF AGREEMENT BETWEEN THE SAN
GABRIEL VALLEY COUNCIL OF GOVERNMENTS AND THE
CITY OF TEMPLE CITY FOR PARTICIPATION IN THE
DEVELOPMENT OF THE SAN GABRIEL VALLEY
REGIONAL VEHICLE-MILES TRAVELED (VMT)
MITIGATION FEE STRUCTURE
This Memorandum of Agreement (“MOA” or “Agreement”) is made as of May 1, 2021
by and between the City of Temple City, a municipal corporation (“City”), and the San Gabriel
Valley Council of Governments, a California joint powers authority (“SGVCOG”). City and
SGVCOG may be referred to herein collectively as the “Parties” or individually as a “Party.”
RECITALS:
A.The passage of SB 743 (Steinberg, 2013) changed the primary metric that California
uses to assess transportation impacts under the California Environmental Quality Act
(CEQA) from Level of Service (LOS) to Vehicle-Miles Traveled (VMT). This change
resulted in the deployment of new analytic approaches to determine the significance of
potential impacts and the use of new mitigation measures to address those impacts. The
implementation of a Regional VMT Mitigation Fee Structure (PROGRAM) can be used
to streamline VMT-related impact analysis and ensure successful implementation of
associated mitigations, thereby providing an avenue for mitigating VMT impacts of
transportation projects under SB 743.
B.The SGVCOG was established to have a unified voice to maximize resources and
advocate for regional and member interests to improve the quality of life in the San
Gabriel Valley by the member cities and other local governmental agencies.
C.City seeks to participate in the PROGRAM to develop a unified approach to streamline
the implementation and assessment of fair and equitable contributions to regionally
significant improvements.
D.The PROGRAM will create a fee structure and process for mitigating a proposed project’s
VMT impact by contributing to in-lieu-of fee for VMT reduction credits.
E.City and SGVCOG desire to set forth the terms of their ongoing collaboration with respect
to this effort in this MOA. Recitals are made a substantive part of this Agreement and the
Parties further agree as follows:
I.TERM:
The term of this MOA shall commence on May 1, 2021 and shall continue through the
completion of all work completed under this MOA. The term of this MOA may be extended by
mutual written agreement of the Parties.
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II. RESPONSIBILITIES OF THE PARTIES:
A. SGVCOG.
SGVCOG will:
1. Undertake procurement and management of consultant(s) to complete the
PROGRAM. Execute a contract with the consultant for the development of
the PROGRAM.
2. Manage all invoicing and billing.
3. Review draft deliverables prepared by the consultant for accuracy.
4. Coordinate with the consultant to ensure consultant’s participation in calls
and meetings.
5. Manage ongoing coordination of project calls with the Parties and the
consultant throughout the development of the PROGRAM.
6. Review and provide comments on draft communications and documents
related to MOA products.
7. Submit two invoices to the City, in the amount that totals $10,000.00, as
follows:
• The first invoice will be sent immediately after the execution of this
Agreement. Payment of this invoice will be due within thirty (30) days
upon the City’s receipt of the invoice for $5,000 of the total cost.
• The second invoice will be sent immediately after the consultant submits
the Draft Final Report for the PROGRAM. Payment of this invoice will be
due within thirty (30) days upon the City’s receipt of the invoice for the
remaining $5,000.
B. City.
City will:
1. Designate a point-of-contact with name, title, and contact information who
will serve as the City’s technical representative throughout the development
of the PROGRAM. If the point-of-contact is reassigned or no longer with the
City, a new point-of-contact will be designated within 14 calendar days.
2. Actively engage in the development of the PROGRAM including, but not
limited to, promptly responding to all correspondence (phone calls and e-mail
communications), responding to data requests, and attending any necessary
meetings.
3. Review and provide comments to consultant on deliverables as necessary.
4. Participate in check-in calls and/or meetings with the consultant and with all
Parties, as necessary.
5. Approve within five (5) business days any deliverables that can be approved
by staff or ten (10) business days any items that need to be approved by city
attorney or city manager.
6. Pay invoices submitted by the SGVCOG within thirty (30) days.
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III. PROJECT MANAGEMENT:
A. Project Managers.
1. For the purposes of this MOA, SGVCOG designates the following individual
as its Project Manager: Alexander Fung, Management Analyst.
2. For the purposes of this MOA, the City designates the following individual as
its representative:
Scott Reimers
Community Development Director
Phone number: (626) 287-2171 ext. 4311
Email: sreimers@ci.temple-city.ca.us
Either Party may change the designations set forth herein upon written notice to
the other Party.
IV. DEFAULT; REMEDIES:
A. Default. A “Default” under this MOA 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 MOA; and/or (ii) failure of either Party to perform its
obligations set forth herein satisfactorily or make sufficient progress towards
completion of the PROGRAM.
B. Remedies. In the event of a Default by either Party, the non-defaulting Party
will 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 MOA. Such termination shall be effective immediately upon the provision
of written notice by the non-defaulting Party to the defaulting Party. The
remedies described herein are non-exclusive. In the event of a Default by either
Party, the non-defaulting Party shall have the right to seek any and all remedies
available at law or in equity.
V. INDEMNIFICATION:
A. City agrees to defend, indemnify, and hold free and harmless the SGVCOG, its
elected and appointed boards, officials, officers, agents, employees, members, and
volunteers, at City’s sole expense, from and against any and all claims, actions,
suits, or other legal proceedings brought against the SGVCOG, its elected and
appointed boards, officials, officers, agents, employee members, and volunteers
arising out of or relating to the acts or omissions of City in connection with this
Agreement.
B. SGVCOG agrees to defend, indemnify, and hold free and harmless the City, its
elected officials, officers, agents, employees, and volunteers, at SGVCOG’s sole
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expense, from and against any and all claims, actions, suits, or other legal
proceedings brought against the City, its elected officials, officers, agents,
employees, and volunteers arising out of or relating to the acts or omissions of
SGVCOG in connection with this Agreement.
C. To the extent allowed by State law, SGVCOG shall require that the consultant(s)
defend and indemnify the City and its elected officials, officers, agents,
employees, and volunteers from and against any and all claims, actions, suits, or
other legal proceedings (collectively, “Claims”) brought against the City arising
out of or relating to the acts or omissions of the consultant(s) in connection with
the Scope of Work, in the agreement between the consultant and SGVCOG;
provided that SGVCOG shall not be liable to the City and its elected officials,
officers, agents, employees, and volunteers by way of agency or any other theory
of liability for any such Claims.
VI. INSURANCE:
A. The SGVCOG agrees to obtain and maintain in full force and effect during the
term of this Agreement the following insurance policies: general liability
($1,000,000 per occurrence, $2,000,000 general aggregate for bodily injury,
personal injury and property damage), auto liability insurance (No less than
$1,000,000 combined single limit for each accident), and worker’s compensation
insurance (Workers' Compensation as required by the Labor Code of the State of
California of not less than $1,000,000 per occurrence and Employer’s Liability
Insurance with limits of at least $1,000,000.). All insurance policies shall be
subject to approval by City as to form and content. These requirements are subject
to amendment or waiver if so, approved in writing by the City Manager.
SGVCOG agrees to provide City with copies of required policies upon request.
VII. OTHER TERMS AND CONDITIONS:
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 SGVCOG: Alexander Fung
Management Analyst
1000 S. Fremont Avenue, Unit 42
Building A-10N, Suite 10-210
Alhambra, CA 91803
(626) 457-1800
afung@sgvcog.org
with a copy to: Eric C. Shen, PE, PTP
Director of Capital Projects
4900 Rivergrade Road, Suite A120
Irwindale, CA 91706
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(626) 698-9926
eshen@sgvcog.org
To City: Scott Reimers
Community Development Director
9701 Las Tunas Drive
Temple City, CA 91780
(626) 287-2171 ext. 4311
sreimers@ci.temple-city.ca.us
with a copy to: Bryan Cook
City Manager
9701 Las Tunas Drive
Temple City, CA 91780
(626) 285-2171
bcook@ci.temple-city.ca.us
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 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, pandemic, epidemic, 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.
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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
enforcement of a waiver is sought.
H. Headings. 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.
K. Authority to Execute. The person executing this Agreement on behalf of a Party
warrant that they are duly authorized to execute this Agreement on behalf of said
Party, and that by doing so said Party is formally bound to the provisions of this
Agreement.
L. Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be deemed an original, but all of which taken together shall constitute
one and the same instrument.
M. Electronic Signatures. This Agreement may be executed with electronic signatures
in accordance with Government Code Section 16.5. Such electronic signatures will
be treated in all respects as having the same effect as an original signature.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed as of the day and year first above written.
FOR THE CITY OF TEMPLE CITY
By:___________________________
Bryan Cook
City Manager
FOR THE SAN GABRIEL VALLEY
COUNCIL OF GOVERNMENTS
By: ____________________________
Marisa Creter
Executive Director
Date:__________________________
Date:__________________________
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05/03/2021 05/03/2021
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ATTEST:
______________________________
Peggy Kuo
City Clerk
APPROVED AS TO FORM:
________________________________
David DeBerry
General Counsel
APPROVED AS TO FORM:
______________________________
Greg Murphy
City Attorney
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