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SJVUAPCD
1990 East
Gettysburg
Fresno, CA
93726
(559) 230-6000
Agreement No. G-136091-A1
SAN JOAQUIN VALLEY UNIFIED AIR POLLUTION CONTROL DISTRICT
PUBLIC BENEFIT GRANTS PROGRAM
FUNDING AGREEMENT
(New Alternative Fuel Vehicle Purchase)
This Agreement is made and entered into this day of
_____________, 2022, by and between the SAN JOAQUIN VALLEY UNIFIED AIR POLLUTION CONTROL DISTRICT, a unified air pollution control district formed pursuant to California Health and Safety Code section 40150 et seq. (District), and City of Manteca (Participant).
WITNESSETH:
WHEREAS, the California Clean Air Act (CCAA) requires local air pollution control districts to reduce emissions from motor vehicles; WHEREAS, AB 2766, AB 923, SB 709, and AB 2522 authorize districts to impose fees upon certain registered motor vehicles within the district, and the governing board of the District has imposed said fees;
WHEREAS, said legislation requires District to use said funds for activities related to reduce air pollution from motor vehicles and for related planning, monitoring, enforcement, and technical studies necessary for the implementation of the California Clean Air Act of 1988; and
WHEREAS, the District has developed other funding mechanisms in order to provide grant monies for its incentive programs; and WHEREAS, on August 11, 2011, the District began accepting applications to approve for funding those projects deemed to be most suitable for vehicle license fees and other funding; and
WHEREAS, Participant has proposed a project that meets the eligibility criteria of the Public Benefit Grants Program, New Alternative Fuel Vehicle Purchase Component and has been approved by the District for funding; and SampleATTACHMENT 3
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1990 East
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Fresno, CA
93726
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WHEREAS, Participant represents that it is willing and able to perform the activities set forth herein.
NOW, THEREFORE, based on their mutual promises, covenants, and conditions, the parties hereby agree as follows:
1. PROJECT
The Participant agrees to purchase and place into service the type and number of new alternative fuel vehicle(s) as set forth in the application attached hereto and incorporated herein as Exhibit A. Participant agrees, that at the date of execution of this Agreement, Participant has not yet purchased or taken possession of said vehicle(s) and agrees to furnish all labor, materials, equipment, licenses, permits, fees, and other incidentals necessary to perform and complete, per schedule, in a professional manner, the requirements described herein. Participant agrees and represents that purchase of the specified vehicle(s) subject of this Agreement is/are not required by or to be used for compliance with any local, state, or federal rule or regulation, settlement agreement, mitigation agreement, memorandum of understanding (MOU), memorandum of agreement (MOA), or other legal mandate currently in effect. Participant waives all rights to any emission reduction credits that may accrue as a result of purchase of the specified vehicle(s).
In the event of any conflict between or among the terms and conditions of this Agreement and the exhibit incorporated herein, such conflict shall be resolved by giving precedence in the following order of priority:
1. To the text of this Agreement
2. Exhibit to this Agreement
2. TIMETABLE/PERIOD OF PERFORMANCE
Participant shall purchase and place the new alternative fuel vehicle(s) into service, and submit all final claims as outlined in Paragraph 3, no later than one (1) year from the execution date of this Agreement. If the Participant cannot meet the project timetable as set forth herein, the Participant must notify the District in writing SampleATTACHMENT 3
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SJVUAPCD
1990 East
Gettysburg
Fresno, CA
93726
(559) 230-6000
and request to amend the Agreement to provide the Participant additional time to meet all performance requirements under the Agreement. Such request is subject to review and approval by the District. Participant agrees to amend the Agreement as necessary, if requested by the District, to ensure the project is completed within the timetable approved by the District.
A. Agreement Period: The Participant shall own and operate the new alternative fuel vehicle(s) purchased under this Agreement according to the terms of this Agreement for no less than three (3) years from the date in which the vehicle(s) is/are first placed into service.
3. COMPENSATION
The total obligation of the District under this Agreement shall not exceed Twenty Thousand And 00/100 dollars ($20,000.00) for the purchase of the new alternative fuel vehicle(s) identified in Exhibit A. The maximum funding provided per vehicle is limited to the corresponding Eligible Amount identified in Exhibit A.
Participant shall obtain through other sources sufficient additional monies to fund the total cost of the vehicle(s) as outlined in Exhibit A. In the event funding from other sources for the total cost of the vehicle(s) is not received by Participant, District reserves the right to terminate or re-negotiate this Agreement.
A. Payments: Advance payments shall not be permitted. The District shall issue payment to Participant upon receipt of a properly supported and verified claim for payment as specified in the Public Benefit Grants Program, New Alternative Fuel Vehicle Purchase Component payment procedures document. The payment procedures document shall be provided to Participant by the District. Payment is for reimbursement to the Participant for the purchase of new alternative fuel vehicle(s) and funding shall only be allowed toward the purchase of the specific vehicle(s) described in Exhibit A. The District reserves the right to reduce the funding paid to the Participant if it is determined that the actual invoiced costs paid by the Participant for the purchase of the new vehicle(s) is/are less than the Total Eligible Amount specified in Exhibit A.
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The District also reserves the right to reduce the funding if the Participant receives or will receive co-funding from a third party that, in addition to the District’s funding, exceeds the total invoiced cost(s) of the new alternative fuel vehicle(s) purchased under this Agreement. Participant is required to disclose all such information to the District prior to the execution date of this Agreement. The Participant will not be reimbursed by the District for the purchase of the new alternative fuel vehicle(s) if the Participant has purchased or taken possession of the said new vehicle(s) prior to the execution date of this Agreement.
Concurrently with the submission of any claim for payment, Participant shall certify (through copies of invoices issued, checks, receipts, and the like) that complete payment has been made or invoiced. Participant understands that any payment received from the District to fund the vehicle(s) in this Agreement may be subject to taxation and the District will issue a form 1099 to the Participant. Any tax liability on the funds provided by the District shall be the sole responsibility of the Participant.
B. Surplus Funds: Any compensation, which is not expended by Participant pursuant to the terms and conditions of this Agreement by the project completion date, shall automatically revert to District. Only expenditures incurred by Participant in the direct performance of this Agreement will be reimbursed by District.
4. NON-ALLOCATION OF FUNDS
The terms of this Agreement are contingent on the approval and receipt of funds by the appropriating government agency. Should sufficient funds not be allocated, the services provided may be modified or this Agreement terminated at any time by giving Participant thirty (30) days’ prior written notice.
5. ANNUAL REPORTING
Participant shall submit annual reports on the vehicle(s) that include the following information:
1. Participant contact information;
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SJVUAPCD
1990 East
Gettysburg
Fresno, CA
93726
(559) 230-6000
2. Proof of current California registration for the new alternative fuel vehicle(s);
3. Proof of insurance as required by paragraph 11.
4. Annual miles or hours traveled (including mileage/activity or hour/activity logs for documentation);
5. Summary of maintenance performed;
6. Any other pertinent information requested by the District on a form to be provided to the Participant by the District.
Annual reporting will be required for three (3) subsequent years following the purchase of the new alternative fuel vehicle(s). The first year annual report is due on the anniversary date of when the new alternative fuel vehicle(s) was/were first placed into service and for each ensuing year thereafter. Noncompliance with the reporting requirements shall result in on-site monitoring by District personnel and will impact the Participant’s ability to receive funding from the District for future projects. Participants with annual reports more than six (6) months late will not be granted any additional grant funds from the District until all reports are satisfactorily submitted.
The District or representative designated by the District reserves the right to monitor the vehicle(s), enforce the terms of this Agreement at any time during the Agreement Period specified in subparagraph 2.A, and pursue repayment of funds for non-compliance within the terms and conditions of this Agreement or applicable state laws or regulations.
6. TERMINATION
A. Breach of Agreement: District may immediately suspend or terminate this Agreement, in whole or in part, where in the determination of District there is:
1. An illegal or improper use of funds;
2. A failure to comply with any term of this Agreement;
3. A substantially incorrect or incomplete annual report submitted SampleATTACHMENT 3
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1990 East
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Fresno, CA
93726
(559) 230-6000
to the District;
In no event shall any payment by District constitute a waiver by District of any breach of this Agreement or any default, which may then exist on the part of Participant. Neither shall such payment impair or prejudice any remedy available to the District with respect to the breach or default. District shall have the right to demand of Participant the repayment to the District of any funds disbursed to Participant under this Agreement which in the judgment of District were not expended in accordance with the terms of this Agreement. Participant shall promptly refund any such funds upon demand.
In addition to immediate suspension or termination, District may impose any other remedies available at law, in equity, or otherwise specified in this Agreement.
The District may prohibit Participant from participating in all other District and State grant programs in the future.
B. Without Cause: Either party may terminate this Agreement at any time upon giving the other party at least thirty (30) days’ advance written notice of intention to terminate. The District shall have the right to demand prompt repayment of a portion or all monies expended under this Agreement as provided in paragraph 3 if the Participant does not meet all obligations under this Agreement upon such termination.
7. MODIFICATION
Any matters of this Agreement may be modified from time to time by the written consent of all the parties without in any way affecting the remainder.
8. INDEPENDENT CONTRACTOR
In performance of the work, duties, and obligations assumed by Participant (also referred to in this section as ‘Contractor’) under this Agreement, it is mutually understood and agreed that Contractor, including any and all of Contractor’s officers, agents, and employees, will at all times be acting and performing as an independent contractor and shall act in an independent capacity and not as an officer, SampleATTACHMENT 3
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1990 East
Gettysburg
Fresno, CA
93726
(559) 230-6000
agent, servant, employee, joint venture, partner, or associate of District or ARB.
Furthermore, District shall have no right to control or supervise or direct the manner or method by which Contractor shall perform its work and function. However, District shall retain the right to administer this Agreement so as to verify that Contractor is performing its obligations in accordance to the terms and conditions thereof. Contractor and District 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.
Because of its status as an independent contractor, Contractor shall have absolutely no right to employment rights and benefits available to District employees.
Contractor shall be solely liable and responsible for providing to, or on behalf of, itself all legally required employee benefits. In addition, Contractor shall be solely responsible and save District harmless from all matters relating to payment of Contractor’s employees, including compliance with social security, withholding, and all other regulations governing such matters. It is acknowledged that during the term of this Agreement, Contractor may be providing services to others unrelated to District or to this Agreement.
9. NON-ASSIGNMENT
Participant may not assign, sell, transfer, license, or subcontract any rights or obligations to a third party within or outside of the District’s boundaries without the express prior consent of the District for the duration of the Agreement Period specified in subparagraph 2.A. If the Participant sells or transfers ownership of the vehicle(s) or any portion thereof for any reason, or is required to replace the vehicle(s) with cleaner vehicle(s) prior to the end of the Agreement Period, the Participant must request and receive written consent from the District prior to selling or transferring ownership of the vehicle(s) or any portion thereof.
Prior to completing the transaction, the Participant understands that it is responsible to inform the party purchasing the vehicle(s) of the Agreement provisions and disclose the remaining Agreement term. The Participant shall be responsible for SampleATTACHMENT 3
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1990 East
Gettysburg
Fresno, CA
93726
(559) 230-6000
establishing an agreement between the new owner and District in order to facilitate the transfer of the Agreement provisions and terms. The Participant shall provide the prospective new owner with valid contact information for the District so the new owner can assume legal responsibility under the original Agreement or enter into a new Agreement with the District, for the remainder of the Agreement Period. Participant understands that they shall not be relieved of their legal obligation to fulfill the conditions of this Agreement unless the new owner has assumed responsibility through an executed agreement with the District.
10. INDEMNIFICATION
Participant agrees to indemnify, save, hold harmless, and at District’s request, defend the District, its boards, committees, representatives, officers, agents, and employees from and against any and all costs and expenses (including reasonable attorneys’ fees and litigation costs), damages, liabilities, claims, and losses (whether in contract, tort, or strict liability, including, but not limited to, personal injury, death, and property damage) which arise or are alleged to arise directly or indirectly from any act or omission of Participant, its officers, agents, sub participants, or employees in their performance of this Agreement, or out of the operations of the Participant.
11. INSURANCE AND VEHICLE WARRANTY
Participant is responsible for securing warranty and maintaining replacement value insurance on the new alternative fuel vehicle(s) for the duration of the Agreement Period specified in subparagraph 2.A. The new alternative fuel vehicle(s) purchased through this Agreement must not be tampered with or modified in any such manner than would void the warranty of the vehicle(s). Insurance coverage must be sufficient to repay the District’s investment in case major damage to the new alternative fuel vehicle(s) occurs during the Agreement Period. A copy of the current insurance for each vehicle purchased under this Agreement is required to be submitted annually with the Participant’s annual report.
In the event that the new alternative fuel vehicle(s) purchased under this SampleATTACHMENT 3
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1990 East
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Fresno, CA
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(559) 230-6000
Agreement is/are in an accident, stolen, destroyed, or otherwise rendered temporarily or permanently inoperable, the Participant must immediately inform the District of such damage(s) and repair or replace the vehicles(s) within three (3) months from the date of the occurrence at the Participant’s expense and to the standards which meet all program requirements for the remainder of the Participant’s obligation under this Agreement.
If the Participant repairs a vehicle rendered temporarily inoperable, said repairs shall include any and all repairs necessary to restore the vehicle and any optional equipment purchased under this Agreement to a reasonable condition. If the Participant replaces a vehicle rendered permanently inoperable; said replacement shall include an equivalent vehicle(s) that, at a minimum, meets all program eligibility requirements, including emission level, Gross Vehicle Weight Rating (GVWR), etcetera.
As the replacement of a vehicle may require an amendment to the existing Agreement, the Participant must receive prior authorization from the District in advance of any purchases, and must provide any and all replacement vehicle information to the District.
In the event the Participant does not repair or replace vehicle(s) that become inoperable to fulfill the Agreement Period specified in subparagraph 2.A, the District may undertake actions pursuant to this Agreement, including recouping a portion or all incentive funds provided for the vehicle(s) in question.
12. RECORD KEEPING
Participant shall maintain records sufficient to provide, on an annual basis, information regarding annual mileage, fuel usage, invoices, general maintenance details, correspondence associated with the application, award, agreement, monitoring, enforcement, and reporting requirements and any other available information that may be deemed pertinent to the evaluation of the program for at least two (2) years after the equipment project term or three (3) years after final payment, whichever is later.
Records shall be readily available and accessible to the District, or District designated representative, upon request for the purposes of ongoing evaluations or auditing.
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SJVUAPCD
1990 East
Gettysburg
Fresno, CA
93726
(559) 230-6000
13. NOTICES
The persons and their addresses having authority to give and receive notices under this Agreement are as follows:
PARTICIPANT DISTRICT
Toni Lundgren
Interim City Manager
1001 W. Center St.
Manteca, CA 95337
Samir Sheikh
Executive Director/APCO
1990 East Gettysburg Ave.
Fresno, CA 93726
Any and all notices between District and Participant provided for or permitted under this Agreement or by law shall be in writing and shall be deemed duly served when personally delivered to one of the parties, or in lieu of such personal service, when deposited in the United States mail, postage prepared, addressed to such party.
14. AUDITS AND INSPECTIONS
In addition to enforcement by the District or designated representative(s) of the District, the District reserves the right to perform audits of vehicle(s) and documentation and enforce the terms of this Agreement at any time during the Agreement term.
If, after audit, the District makes a determination that funds provided to the Participant pursuant to this Agreement were not spent in conformance with this Agreement or any other applicable provisions of law, the Participant agrees to immediately reimburse District all funds determined to have been expended not in conformance with said provisions.
15. 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.
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1990 East
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16. 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.
17. CONFLICT OF INTEREST
No officer, employee, or agent of District 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. Participant shall comply with all federal and state conflict of interest laws, statutes, and regulations, which shall be applicable to all parties and beneficiaries under this Agreement and any officer, agent, or employee of District.
18. GOVERNING LAW
This Agreement shall be governed in all respects by the laws of the State of California. Venue for any action arising out of this Agreement shall only be in Fresno County, California.
19. COMPLIANCE WITH LAWS
The Participant shall comply with all federal and state laws, statutes, regulations, rules, and guidelines which apply to its performance under this Agreement, including California driving eligibility and financial liability laws.
20. BINDING ON SUCCESSORS
This Agreement, including all covenants and conditions contained herein, shall be binding upon and inure to the benefit of the parties, including their respective successors-in-interest, assigns, and legal representatives.
21. TIME IS OF THE ESSENCE
It is understood that for Participant's performance under this Agreement, time is of the essence. The parties reasonably anticipate that Participant will, to the reasonable satisfaction of District, complete all activities provided herein within the time SampleATTACHMENT 3
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schedule outlined in this Agreement, provided that Participant is not caused unreasonable delay in such performance.
22. DATA OWNERSHIP
Upon termination or expiration of this Agreement, all data which is received, collected, produced, or developed by Participant under this Agreement shall become the exclusive property of District, provided, however, Participant shall be allowed to retain a copy of any non-confidential data received, collected, produced, or developed by Participant under this Agreement subject to District’s exclusive ownership rights stated herein. Accordingly, Participant shall, if requested, surrender to District all such data which is in its possession (including its sub participants or agents), without any reservation of right or title, not otherwise enumerated herein.
District shall have the right at reasonable times during the term of this Agreement to inspect and reproduce any data received, collected, produced, or developed by Participant under this Agreement. No reports, professional papers, information, inventions, improvements, discoveries, or data obtained, prepared, assembled, or developed by Participant, pursuant to this Agreement, shall be released or made available (except to District) without prior, express written approval of District while this Agreement is in force, and except as otherwise required under the California Public Records Act.
23. NO THIRD-PARTY BENEFICIARIES
Notwithstanding anything else stated to the contrary herein, it is understood that Participant's services and activities under this Agreement are being rendered only for the benefit of District, and no other person, firm, corporation, or entity shall be deemed an intended third-party beneficiary of this Agreement.
24. SEVERABILITY
In the event that any one or more of the provisions contained in this Agreement shall for any reason be held to be unenforceable in any respect by a court of competent jurisdiction, such holding shall not affect any other provisions of this SampleATTACHMENT 3
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Agreement, and the Agreement shall then be construed as if such unenforceable provisions are not a part hereof.
25. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between Participant and District with respect to the subject matter hereof and supersedes all previous negotiations, proposals, commitments, writings, advertisements, publications, and understandings of any nature whatsoever unless expressly included in this Agreement. ///
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first hereinabove written.
PARTICIPANT DISTRICT
City of Manteca
________________________________
Toni Lundgren
San Joaquin Valley Air Pollution
Control District
________________________________
Samir Sheikh
Executive Director/APCO
Approved as to legal form:
San Joaquin Valley Unified Air Pollution
Control District
________________________________
Annette A. Ballatore
District Counsel
Approved as to accounting form:
San Joaquin Valley Unified Air Pollution
Control District
________________________________
Ryan Buchanan
Director of Administrative Services
For accounting use only:
Program:___________________
Account No.:________________
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City of Manteca
SAN JOAQUIN VALLEY AIR POLLUTION CONTROL DISTRICT
Public Benefit Grants Program
New Alternative Fuel Vehicle Purchase Component
Application Number: G-136091
Polaris
GEM eLXD
2022
Battery-Electric
Maximum Eligible Amount: $20,000.00
Vehicle Type:
Vehicle Make:
Vehicle Model:
Vehicle Model Year:
Exhibit A
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