Antelope Valley Air Quality Management District
Carl Moyer Program
Grant Agreement
City of Lancaster
AV0526#7
May 19, 2026
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GRANT AGREEMENT BETWEEN CITY OF LANCASTER ENTERPRISES AND
ANTELOPE VALLEY AIR QUALITY MANAGEMENT DISTRICT
This Grant Agreement AV0526#7 (“Agreement”) is made this _____ day of June, 2026 by and between the Antelope Valley Air Quality Management District (hereinafter “AVAQMD”) and City of Lancaster (hereinafter “Grantee”), Grantee and AVAQMD are hereafter collectively referred to as "the Parties" and individually as “Party”.
WITNESSETH:
WHEREAS, the purpose of the Carl Moyer Program is to reduce emissions by providing grants for the incremental cost of cleaner than required heavy-duty vehicles, engines and equipment; and WHEREAS, the California Air Resources Board (CARB) as the original source of the monies used to fund this grant, will be able to audit and enforce this Agreement pursuant to the terms of the underlying Carl Moyer Program Guidelines; and
WHEREAS, the AVAQMD is authorized to award grant funds to offset the incremental cost of projects that reduce air pollution pursuant to the Carl Moyer Program Guidelines; and WHEREAS, Grantee submitted an application requesting funding to replace five (5) combustion UTVs (hereinafter “UTV” or “equipment”) with zero-emission UTVs as described in Exhibit A; and WHEREAS, District staff has evaluated Grantee’s Grant Application and has determined that the Application and Proposed Project complies with the Carl Moyer Program Guidelines and shall meet the Carl Moyer requirements for the full term of this Agreement (also referred to as “Project Life”; and WHEREAS, on that basis the AVAQMD Governing Board has approved Grantee’s project for funding in accordance with the terms of this Agreement; and WHEREAS, funding of this Project is contingent upon Grantee signing this Grant Agreement and fulfilling the grant terms and conditions; and
WHEREAS, Grantee is qualified and experienced in its professional field and is able to perform the activities described in the Carl Moyer Program grant application submitted by Grantee and the Project Scope of Work “Exhibit A” (hereinafter Scope of Work or “Exhibit A”) incorporated herein. //
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NOW THEREFORE, in consideration of mutual covenants and conditions listed below, the Parties agree as follows:
GRANT TERMS AND CONDITIONS
1. Due Diligence: Upon the commencement of the term of this Agreement, Grantee agrees to proceed with due diligence to perform as described in Exhibit A.
2. Purpose: The purpose of this Agreement is to award grant funds to Grantee for the replacement of a combustion UTV with a zero-emission UTV as described in Exhibit A. This Project must be completed, operated and maintained in a manner such that it does not void any warranty. Equipment shall be owned, operated, and maintained by the Grantee for a minimum of three (3) years. At least seventy-five percent (75%) of the equipment’s annual usage, measured in operating hours, shall occur within the State of California for the full term of the Agreement. Grantee certifies compliance with all applicable federal, state, and local air quality rules and regulations at time of contract execution and shall maintain compliance with such rules and regulations for the full term of the Agreement. If the Carl Moyer funded equipment specified in Exhibit A are sold prior to the end of the three (3) year term, Grantee will be subject to repayment as listed in Section 5(c)(ii) of this Agreement. This Project complies with the Carl Moyer Program Guidelines and criteria and will meet all program requirements for the full term of the Agreement.
3. Schedule: Grantee shall follow the general schedule specified in Exhibit A.
4. Term: This Agreement shall commence on the date it is fully executed and shall terminate at the end of the term of the Agreement as specified in Exhibit A or later date if approved in writing by the AVAQMD. The term of this Agreement is based on the period for which surplus emission reductions for a given project can be claimed prior to any regulatory requirements also referred to as “Project Life”, used to determine the cost-effectiveness of the Project. During the term, either the AVAQMD or the CARB or their designee has, upon adequate notice as provided in Paragraph 11, the right to inspect the Project, enforce the terms of this Agreement, conduct a fiscal audit, and seek any remedies available under the law for non-compliance with the terms and conditions of this Agreement. No work on this Project may begin until the grant Agreement is signed and dated by both the grantee and the AVAQMD. //
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5. Project Cost: The total payment to Grantee as described in Exhibit A represents a percentage of project cost, which is the incremental cost of the replacement equipment including tax and shipping, used to off-set the cost of replacement equipment. For the purposes of this Agreement, “incremental cost” is defined as the cost of the Project, replacing a combustion UTV existing equipment (baseline) with a “cleaner-than-required” zero-emission UTV replacement, less a baseline cost that would otherwise be incurred by the Grantee in the normal course of business. Grantee shall obtain through other sources sufficient additional monies to fund the total cost of the Project as outlined in the Scope of Work. In the Project’s Carl Moyer Program Grant Proposal, Grantee has disclosed all other sources of funding to be applied towards this project. Grantee shall include this Carl Moyer Project in its fleet size, and shall certify and maintain compliance with all applicable rules. Grantee shall not use this project to generate credits or compliance extensions, which must be excluded when determining regulatory compliance. Additionally, upon execution of this Agreement, Grantee shall not apply for or receive other grants or public funds pertaining to the same specific equipment/engine except for federal funding or funding provided by the Alternative and Renewable Fuel and Vehicle Technology Program to reduce greenhouse gas emissions (GHG). Grantee shall provide written evidence of commitment for such funding to AVAQMD and AVAQMD may not release any funds under this Agreement until it finds such evidence satisfactory.
a. Payments.
i. AVAQMD shall not make any advance payment under this Agreement and all payments to Grantee by AVAQMD as provided herein shall be paid out upon receipt of a final itemized invoice along with all documentation as specified in the Exhibit A. Claims for payment must be submitted to AVAQMD, Attention: Julie McKeehan. ii. The amount to be paid to Grantee under this Agreement includes all sales and use taxes incurred pursuant to this Agreement, including but not limited to any taxes due on equipment purchased by Grantee. Grantee shall not be entitled to additional compensation for such taxes and shall not reduce the scope of work to offset these costs. iii. In the event there are any subcontractors, concurrently with the submission of any claim for payment, Grantee shall certify that complete payment has been made to any
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and all subcontractors. Grantee shall support such certification by appropriate copies of invoices issued, checks, receipts, and similar documents. b. Close-out Period.
i. All final claims shall be submitted by Grantee within sixty (60) days following project completion for which payment is claimed. AVAQMD will have no obligation to pay or take any action on claims submitted after the 60-day close-out period. c. Repayment of Grant.
i. Grantee agrees to return all or a portion of the Grant (“Repayment”) to AVAQMD if any of the following occur:
1. The Project is sold or transferred and the buyer/owner fails to accept and perform the obligations set forth in this Agreement; or
2. The Project is destroyed or otherwise rendered inoperable during the Term of the Agreement and will not be restored within thirty (30) days thereof.
3. Grantee fails to own, operate and maintain the Project for the full required Project Life identified in this Agreement, the Grantee shall repay a prorated portion of the Grant Amount based on the remaining unfulfilled portion of the Project Life.
ii. The repayment amount shall be calculated as follows:
Repayment amount = (G / N) x M
Where:
G = “Grant Amount.” meaning the total amount of grant funds reimbursed to the Grantee pursuant to this Agreement.
N = the total required Project Life expressed in months. For purposes of repayment calculation under this Agreement, the required Project Life of three (3) years shall equal thirty-six (36) months.
M = the number of unfulfilled months remaining in the required Project Life at the time of default, non-operation, removal from service, transfer, or other noncompliance with this Agreement.
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iii. Alternatively, if Grantee is unable to satisfy the term of the Agreement pursuant to Carl Moyer Program Guidelines, Grantee may request to extend the terms of this Agreement subject to the following:
1. Grantee’s must provide to the District on or before sixty (60) days of the end of the Agreement term:
a. A written request for an extension. Request must provide details as to why Grantee was unable to satisfy required the terms of the Agreement; and b. A certification that Grantee’s fleet is in compliance with all federal, state, and local air quality rules and regulations at time of contract execution. c. Approval of any extension is at the sole discretion of AVAQMD and must be consistent with the Carl Moyer Program Guidelines.
2. Grantee shall make available to AVAQMD for audit all equipment and its records and data with respect to the matters covered in this Agreement.
3. Grantee is current and continues to report usage on the same annual schedule as set forth in Exhibit A until the extended contract date has been determined which shall not exceed any first compliance requirements therefore emission reductions will remain surplus to any regulation. Project completion will be determined by the District in accordance with AVAQMD’s Carl Moyer Policies and Procedures.
6. Maintenance: Grantee shall own, operate and maintain the new equipment pursuant to the manufacturer’s specifications for the entire project life. Grantee shall not tamper with any engine or retrofit installed pursuant to this grant Agreement. Grantee shall maintain a non-resettable hour meter on the new equipment pursuant to this Agreement. If during the project life the hour meter fails for any reason, the owner shall remain responsible for validating any hours not recorded and shall provide reasonable documentation acceptable to the AVAQMD to substantiate such usage. Grantee shall be responsible to repair or replace the non-operating meter promptly.
7. Independent Contractor:
a. The relationship of Grantee to AVAQMD under this Agreement is that of an independent
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contractor. Grantee is to exercise its own discretion as to the method and manner of performing its duties. AVAQMD will not exercise control over Grantee, its employees, agents, or subcontractors, except regarding the result to be obtained and to verify compliance with the terms of this Agreement. Grantee and AVAQMD shall comply with all applicable provisions of law and the rules and regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof.
b. Grantee understands that this Agreement does not preclude Grantee from performing services for other projects under the jurisdiction of the AVAQMD as long as such services are not in conflict with this Agreement and as long as such services do not create conflict of interest under applicable laws.
c. The Parties further agree that since the status of Grantee is that of an independent contractor, Grantee shall not become entitled to any employment rights or benefits that are available to the employees of AVAQMD. The Parties further agree that Grantee shall be solely responsible for providing to itself, and on behalf of itself, all legally required employment benefits.
8. Termination:
a. Breach of Agreement: AVAQMD may immediately suspend or terminate this Agreement, in whole or in part, where in the reasonable determination of AVAQMD there is:
i. An illegal or improper use of funds;
ii. A breach by Grantee of any material term of this Agreement and failure to cure such breach within thirty (30) days following written notice from AVAQMD; or iii. A substantially incorrect or incomplete report submitted to AVAQMD that is not corrected within thirty (30) days following written notice by the AVAQMD of the report deficiencies.
iv. A breach by sublet, transfer of any rights or obligations, modification or sale of the equipment by Grantee under this Agreement in violation of paragraph 16c or d of this Agreement prior to the fulfillment of all obligations under this Agreement.
In no event shall any payment by AVAQMD constitute a waiver by AVAQMD of any breach of this Agreement or any default which may then exist on the part of Grantee. Neither shall such payment
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impair or prejudice any remedy available to AVAQMD with respect to the breach or default.
AVAQMD shall have the right to demand of Grantee the repayment to AVAQMD of any funds disbursed to Grantee under this Agreement which in the judgment of AVAQMD were not expended in accordance with the terms of this Agreement. Grantee shall promptly refund any such funds upon demand.
In addition to immediate suspension or termination, AVAQMD may seek any other remedies available at law, in equity, or otherwise specified in this Agreement. b. Without Cause: In the event of unavailability of funds because of fault or no fault of either party, such party may terminate this Agreement upon giving written notice to the other party at least thirty (30) days before the effective date of such termination. c. For Cause: AVAQMD may terminate this Agreement upon the conviction for any criminal act by Grantee, its agents, officers and employees if such act directly relates to this Agreement.
9. Indemnification: Grantee agrees to indemnify, defend and hold harmless AVAQMD and its authorized agents, officers, volunteers and employees against any and all claims or actions arising from Grantee’s acts, errors or omissions in performing services pursuant to this Agreement. Grantee agrees to indemnify, defend, and hold harmless AVAQMD, its authorized agents, officers, volunteers and employees against any and all losses sustained due to the use of the new equipment pursuant to this Agreement. AVAQMD agrees to indemnify, defend and hold harmless Grantee and its authorized agents, officers, volunteers and employees against any and all claims or actions arising from AVAQMD’s acts, errors or omissions in performing services pursuant to this Agreement.
10. Insurance:
a. In order to accomplish the indemnification herein provided for, Grantee shall procure and maintain, throughout the term of the Agreement replacement value insurance coverage to ensure complete repair or replacement in the event of major damage to the equipment. Grantee will also maintain insurance as required by law or regulation the following types of insurance as may apply to Grantee’s operations and handling of the new equipment:
i. Workers’ compensation insurance in amounts to satisfy applicable state laws;
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ii. Employer’s liability insurance in the amount of $1,000,000; iii. Automobile liability insurance in the amount of $1,000,000 per occurrence; iv. General commercial liability insurance for bodily injury, death or loss of or damage to property of third persons in the minimum amount of $1,000,000 per occurrence and in the aggregate.
b. Such insurance policies shall name AVAQMD, its officers, agents, employees, individually and collectively, as additional insured (except workers’ compensation insurance), for purposes of the matter covered under this Agreement. The coverage shall contain no special limitations on the scope of protection afforded to the District, its officers, agents, employees, individually and collectively. Such coverage for additional insured shall apply as primary insurance, and any other insurance maintained by AVAQMD, its officers, agents, and employees, shall be excess only and not contributing with insurance provided under Grantee’s policies herein. The grantee’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. Any failure to comply with any of the provisions or policies including breach of warranties shall not affect coverage provided to the District, its officers, agents, employees, individually and collectively.
Grantee will not cancel required insurance policies without thirty (30) day prior written notice. c. Prior to the commencement of performing its obligations under this Agreement, Grantee shall provide to AVAQMD appropriate certificates from its insurance carrier or carriers stating that such insurance coverages have been obtained and are in full force; that AVAQMD, its officers, agents and employees will not be responsible for any premiums on the policies; that such insurance names AVAQMD, its officers, agents, and employees, individually and collectively, as additional insureds and stating policy number, dates of expiration, limits of liability thereunder, and special endorsements (except workers’ compensation insurance), for purposes of the matter covered under this Agreement; that such coverage for additional insured shall apply as primary insurance and any other insurance maintained by AVAQMD, its officer, agents, and employees, shall be excess only and not contributing with insurance provided under Grantee’s policies herein.
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11. Audits, Inspections and Reports:
a. During the Project life, either or both the AVAQMD and CARB or their designee have the authority to conduct a fiscal audit, inspect projects, enforce terms of this Agreement, and pursue a refund for any noncompliance with the terms and conditions of this Grant Agreement or applicable state laws or regulations. Grantee shall make available to AVAQMD at any time during regular business hours following reasonable notice from the AVAQMD, and as often as AVAQMD may deem necessary, all of its records and data for examination with respect to the matters covered in this Agreement. Grantee shall allow AVAQMD upon reasonable advance request at AVAQMD’s cost, to audit and inspect all of such records and data necessary to ensure Grantee’s compliance with the terms of this Agreement. In the event it becomes necessary, Grantee shall be subject to an audit to determine if the funds received by Grantee were spent for the incremental cost of cleaner heavy-duty vehicles and equipment as provided in CARB’s Carl Moyer Program Guidelines and to determine whether said funds were spent as provided by law and this Agreement. If after audit AVAQMD makes a determination that funds provided to Grantee pursuant to this Agreement were not spent in conformance with this Agreement or the requirements of the Carl Moyer Program or any other applicable provisions of law, and following resolution of any appeal of such determination by Grantee to the Board of the AVAQMD, Grantee agrees to immediately reimburse AVAQMD all funds determined to have been expended not in conformance with said provisions.
b. Grantee shall deliver usage reports commencing twelve (12) months after the new equipment is placed into service and annually thereafter for the Project life as specified in Exhibit A. Failure to submit a report will result in on-site monitoring or inspection(s). c. Grantee shall retain all records and data for activities performed under this Agreement for at least three (3) years beyond the performance of the final obligation pursuant to this Agreement or until all state and federal audits are completed, whichever is later. //
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12. Notices: The persons and their addresses having authority to give and receive notices under this Agreement are as follows:
CITY OF LANCASTER
Michael Harne, Assistant Director
PW Maintenance Services
44933 Fern Avenue
Lancaster, CA 93534
AVAQMD
Julie McKeehan
Grants Analyst
2551 West Avenue H
Lancaster, CA 93536
AVAQMD
Barbara Lods
Executive Director
2551 West Avenue H
Lancaster, CA 93536
Any and all notices to AVAQMD and Grantee provided for or permitted under this Agreement or by law shall be in writing and shall be deemed duly served when personally delivered, or in lieu of such personal service, when actually received or when deposited in the United States mail, postage prepaid, addressed to such party.
13. Political Activity Prohibited: None of the funds, materials, property, or services provided under this Agreement shall be used for any political activity, or to further the election or defeat of any candidate for public office contrary to federal or state laws, statutes, regulations, rules, or guidelines.
14. Lobbying Prohibited: None of the funds provided under this Agreement shall be used for publicity, lobbying, or propaganda purposes designed to support or defeat legislation before the Congress of the United States of America or the Legislature of the State of California.
15. Conflict Of Interest: No officer, employee or agent of AVAQMD who exercises any function or responsibility for planning and carrying out the services provided under this Agreement shall have any direct or indirect personal financial interest in this Agreement. Grantee shall comply with all federal, state and local conflict of interest laws, statutes, and regulations.
16. Succession:
a. Each party and the partners, successors, and legal representatives of each party, and to the extent permitted herein the assigns of each party, are hereby bound to the other party and to the partners, successors, legal representatives and assigns, of such other party, in respect to all covenants, Agreements and obligations of this Agreement. b. Neither Party will assign, sublet or transfer any rights or obligations under this Agreement without the written consent of the other. However, Grantee is authorized to use
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employees of or assign this Agreement to an affiliate as it may deem appropriate to assist in the performance of services or as a result of an internal reorganization. c. Grantee shall not sublet, transfer any rights or obligations, pertaining to the replacement equipment under this Agreement, for the full term of the Agreement without prior written authorization from the AVAQMD.
17. Time is of Essence: Time is of the essence in completion of the services in this Agreement.
18. Benefit to Parties: Nothing contained in this Agreement will be construed to give any rights or benefits to any person other than the Parties, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of the Parties and not for the benefit of any other person.
19. Change in Scope of Work: Changes or amendments to the Project application as it exists at the time the Governing Board makes the grant award and/or Scope of Work contained in this Agreement, including any increase or decrease in the amount of program funds awarded, and changes in the terms of this Agreement, shall be mutually agreed upon in writing by and between AVAQMD and Grantee, and shall only be effective by duly-executed written amendments to this Agreement.
20. Severability: In the event that any word, phrase, clause, sentence, paragraph, section, article or provision contained in this Agreement is held to be unenforceable for any reason by a court of competent jurisdiction, such holding shall not affect the remaining portions of this Agreement, and the Agreement shall then be construed as if such unenforceable provisions are not a part hereof.
21. Captions: The paragraph captions of this Agreement shall have no effect on its interpretations.
22. Entire Agreement: This Agreement, together with the Project application and Exhibit A, constitutes the entire Agreement between the Parties and will supersede all prior written or oral understandings. This Agreement and its Exhibits may only be amended, supplemented, modified or canceled by a duly-executed written instrument signed by the Parties.
23. Rights to Emission Reductions: Projects funded via the Carl Moyer Program cannot generate Emission Reduction Credits (ERCs) pursuant to AVAQMD Regulation XIV or be used for offsets pursuant to Regulation XIII.
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24. Governing Law: This Agreement shall be interpreted under the laws of the State of California.
Venue for any action arising out of this Agreement shall only be in Los Angeles County, California.
This Agreement was entered into in Lancaster, California.
ANTELOPE VALLEY AIR QUALITY CITY OF LANCASTER
MANAGEMENT DISTRICT
BARBARA LODS TROLIS NIEBLA
Executive Director City Manager
Dated: Dated:
Approved as to Legal Form:
City Attorney
Dated:
CONTRACT SUBMISSION APPROVAL Attest:
Department Head City Clerk
Dated: Dated:
END OF CONTRACT