Docusign Envelope ID: A911 FA. E6BE-4A58-8A42-725E042FF117 1 Agreement No. G-122897-A1
2 SAN JOAQUIN VALLEY UNIFIED AIR POLLUTION CONTROL DISTRICT 3 PUBLIC BENEFIT GRANTS PROGRAM
4 FUNDING AGREEMENT
5 (New Alternative Fue/ Vehicle Purchase)
6 This Agreement is made and entered into this 22nd day of 7 December 2022, by and between the SAN JOAQUIN VALLEY UNIFIED AIR 8 POLLUTION CONTROL DISTRICT, a unified air pollution control district formed 9 pursuant to California Health and Safety Code section 40150 et seq. (District), and City 10 of Merced (Participant).
11 WITNESSETH:
12 WHEREAS, the California Clean Air Act (CCAA) requires local air 13 pollution control districts to reduce emissions from motor vehicles; 14 WHEREAS, AB 2766, AB 923, SB 709, and AB 2522 authorize districts 15 to impose fees upon certain registered motor vehicles within the district, and the 16 governing board of the District has imposed said fees; 17 WHEREAS, said legislation requires District to use said funds for activities 18 related to reduce air pollution from motor vehicles and for related planning, monitoring, 19 enforcement, and technical studies necessary for the implementation of the California 20 Clean Air Act of 1988; and
21 WHEREAS, the District has developed other funding mechanisms in 22 order to provide grant monies for its incentive programs; and 23 WHEREAS, on August 11, 2011, the District began accepting applications 24 to approve for funding those projects deemed to be most suitable for vehicle license 25 fees and other funding; and
26 WHEREAS, Participant has proposed a project that meets the eligibility 27 criteria of the Public Benefit Grants Program, New Alternative Fuel Vehicle Purchase 28 Component and has been approved by the District for funding; and
SJVUAPCD
1990 East
Gettysbur
rosno, C/ G-122897-A1
93726 1
(559) 230-6000
DocuSign Envelope ID: A9C111FA-E6BE-4A58-8A42-725E042FF117 1 WHEREAS, Participant represents that it is willing and able to perform the 2 activities set forth herein.
3 NOW, THEREFORE, based on their mutual promises, covenants, and 4 conditions, the parties hereby agree as follows:
5 1. PROJECT
6 The Participant agrees to purchase and place into service the type and 7 number of new alternative fuel vehicles) as set forth in the application attached hereto 8 and incorporated herein as Exhibit A. Participant agrees, that at the date of execution 9 of this Agreement, Participant has not yet purchased or taken possession of said 10 vehicle(s) and agrees to furnish all labor, materials, equipment, licenses, permits, fees, 11 and other incidentals necessary to perform and complete, per schedule, in a 12 professional manner, the requirements described herein. Participant agrees and 13 represents that purchase of the specified vehicles) subject of this Agreement is/are not 14 required by or to be used for compliance with any local, state, or federal rule or 15 regulation, settlement agreement, mitigation agreement, memorandum of 16 understanding (MOU), memorandum of agreement (MOA), or other legal mandate 17 currently in effect. Participant waives all rights to any emission reduction credits that 18 may accrue as a result of purchase of the specified vehicle(s). 19 In the event of any conflict between or among the terms and conditions of 20 this Agreement and the exhibit incorporated herein, such conflict shall be resolved by 21 giving precedence in the following order of priority:
22 1. To the text of this Agreement
23 2. Exhibit to this Agreement
24 TIMETABLE/PERIOD OF PERFORMANCE
25 Participant shall purchase and place the new alternative fuel vehicle(s) 26 into service, and submit all final claims as outlined in Paragraph 3, no later than one 27 (1) year from the execution date of this Agreement. If the Participant cannot meet 28 the project timetable as set forth herein, the Participant must notify the District in writing
SJVUAPCD
1990 East
Gettysbur
Fresno, C/ G-122897-A1
93726 2
(559) 230-6000
DocuSign Envelope ID: A9C111FA-E6BE-4A58-8A42-725E042FF117 1 and request to amend the Agreement to provide the Participant additional time to meet 2 all performance requirements under the Agreement. Such request is subject to review 3 and approval by the District. Participant agrees to amend the Agreement as necessary, 4 if requested by the District, to ensure the project is completed within the timetable 5 approved by the District
6 A. Agreement Period: The Participant shall own and operate the new 7 alternative fuel vehicles) purchased under this Agreement according to the terms of 8 this Agreement for no less than three (3) years from the date in which the vehicle(s) 9 is/are first placed into service.
10 3. COMPENSATION
11 The total obligation of the District under this Agreement shall not exceed 12 Five Thousand Twenty And 20/100 dollars ($5,020.20) for the purchase of the new 13 alternative fuel vehicles) identified in Exhibit A. The maximum funding provided per 14 vehicle is limited to the corresponding Eligible Amount identified in Exhibit A. 15 Participant shall obtain through other sources sufficient additional monies 16 to fund the total cost of the vehicle(s) as outlined in Exhibit A. In the event funding from 17 other sources for the total cost of the vehicle(s) is not received by Participant, District 18 reserves the right to terminate or re-negotiate this Agreement. 19 A. Payments: Advance payments shall not be permitted. The District 20 shall issue payment to Participant upon receipt of a properly supported and verified 21 claim for payment as specified in the Public Benefit Grants Program, New Alternative 22 Fuel Vehicle Purchase Component payment procedures document. The payment 23 procedures document shall be provided to Participant by the District. Payment is for 24 reimbursement to the Participant for the purchase of new alternative fuel vehicle(s) and 25 funding shall only be allowed toward the purchase of the specific vehicle(s) described 26 in Exhibit A. The District reserves the right to reduce the funding paid to the Participant 27 if it is determined that the actual invoiced costs paid by the Participant for the purchase 28 of the new vehicle(s) is/are less than the Total Eligible Amount specified in Exhibit A.
SJVUAPCD
1990 East
Gettysburg
Fresno, CA
93726 G-122897-A1
3 (559) 230-6000
DocuSign Envelope ID: A9C111FA-E6BE-4A58-8A42-725E042FF117 1 The District also reserves the right to reduce the funding if the Participant receives or 2 will receive co-funding from a third party that, in addition to the District's funding, 3 exceeds the total invoiced costs) of the new alternative fuel vehicles) purchased under 4 this Agreement. Participant is required to disclose all such information to the District 5 prior to the execution date of this Agreement. The Participant will not be reimbursed by 6 the District for the purchase of the new alternative fuel vehicle(s) if the Participant has 7 purchased or taken possession of the said new vehicles) prior to the execution date of 8 this Agreement.
9 Concurrently with the submission of any claim for payment, Participant 10 shall certify (through copies of invoices issued, checks, receipts, and the like that 11 complete payment has been made or invoiced. Participant understands that any 12 payment received from the District to fund the vehicle(s) in this Agreement may be 13 subject to taxation and the District will issue a form 1099 to the Participant. Any tax 14 liability on the funds provided by the District shall be the sole responsibility of the 15 Participant.
16 B. Surplus Funds: Any compensation, which is not expended by 17 Participant pursuant to the terms and conditions of this Agreement by the project 18 completion date, shall automatically revert to District. Only expenditures incurred by 19 Participant in the direct performance of this Agreement will be reimbursed by District. 20 4. NON-ALLOCATION OF FUNDS
21 The terms of this Agreement are contingent on the approval and receipt 22 of funds by the appropriating government agency. Should sufficient funds not be 23 allocated, the services provided may be modified or this Agreement terminated at any 24 time by giving Participant thirty (30) days' prior written notice. 25 ANNUAL REPORTING
26 Participant shall submit annual reports on the vehicles) that include the 27 following information:
28 1. Participant contact information;
SJVUAPCD
1990 East
G-122897-A1
(559) 230-6000 4
DocuSign Envelope ID: A9C111FA-E6BE-4A58-8A42-725E042FF117 1 2. Proof of current California registration for the new alternative 2 fuel vehicle(s);
3 3. Proof of insurance as required by paragraph 11.
4 4. Annual miles or hours traveled (including mileage/activity or 5 hour/activity logs for documentation);
6 5. Summary of maintenance performed;
7 6. Any other pertinent information requested by the District on a 8 form to be provided to the Participant by the District. 9 Annual reporting will be required for three (3) subsequent years following 10 the purchase of the new alternative fuel vehicles). The first year annual report is due 11 on the anniversary date of when the new alternative fuel vehicles) was/were first placed 12 into service and for each ensuing year thereafter. Noncompliance with the reporting 13 requirements shall result in on-site monitoring by District personnel and will impact the 14 Participant's ability to receive funding from the District for future projects. Participants 15 with annual reports more than six (6) months late will not be granted any additional grant 16 funds from the District until all reports are satisfactorily submitted. 17 The District or representative designated by the District reserves the right 18 to monitor the vehicle(s), enforce the terms of this Agreement at any time during the 19 Agreement Period specified in subparagraph 2.A, and pursue repayment of funds for 20 non-compliance within the terms and conditions of this Agreement or applicable state 21 laws or regulations.
22 6. TERMINATION
23 A. Breach of Agreement: District may immediately suspend or 24 terminate this Agreement, in whole or in part, where in the determination of District there 25 is:
26 1. An illegal or improper use of funds;
27 2. A failure to comply with any term of this Agreement; 28 3. A substantially incorrect or incomplete annual report submitted
SUVUAPCD
1990 East
G-122897-A1
93726 5
559) 230-600
DocuSign Envelope ID: A9C111FA-E6BE-4A58-8A42-725E042FF117 1 to the District;
2 In no event shall any payment by District constitute a waiver by District of 3 any breach of this Agreement or any default, which may then exist on the part of 4 Participant. Neither shall such payment impair or prejudice any remedy available to the 5 District with respect to the breach or default. District shall have the right to demand of 6 Participant the repayment to the District of any funds disbursed to Participant under this 7 Agreement which in the judgment of District were not expended in accordance with the 8 terms of this Agreement. Participant shall promptly refund any such funds upon 9 demand.
10 In addition to immediate suspension or termination, District may impose 11 any other remedies available at law, in equity, or otherwise specified in this Agreement. 12 The District may prohibit Participant from participating in all other District and State grant 13 programs in the future.
14 B. Without Cause: Either party may terminate this Agreement at any 15 time upon giving the other party at least thirty (30) days' advance written notice of 16 intention to terminate. The District shall have the right to demand prompt repayment of 17 a portion or all monies expended under this Agreement as provided in paragraph 3 if 18 the Participant does not meet all obligations under this Agreement upon such termination.
20 7. MODIFICATION
21 Any matters of this Agreement may be modified from time to time by the 22 written consent of all the parties without in any way affecting the remainder. 23 INDEPENDENT CONTRACTOR
24 In performance of the work, duties, and obligations assumed by 25 Participant (also referred to in this section as 'Contractor') under this Agreement, it is 26 mutually understood and agreed that Contractor, including any and all of Contractor's 27 officers, agents, and employees, will at all times be acting and performing as an 28 independent contractor and shall act in an independent capacity and not as an officer,
SJVUAPCD
1990 East
Freto, Ca
G-122897-A1
93726 6
(559) 230-6000
DocuSign Envelope ID: A9C111FA-E6BE-4A58-8A42-725E042FF117 1 agent, servant, employee, joint venture, partner, or associate of District or ARB. 2 Furthermore, District shall have no right to control or supervise or direct the manner or 3 method by which Contractor shall perform its work and function. However, District shall 4 retain the right to administer this Agreement so as to verify that Contractor is performing 5 its obligations in accordance to the terms and conditions thereof. Contractor and District 6 shall comply with all applicable provisions of law and the rules and regulations, if any, 7 of governmental authorities having jurisdiction over matters the subject thereof. 8 Because of its status as an independent contractor, Contractor shall have 9 absolutely no right to employment rights and benefits available to District employees. 10 Contractor shall be solely liable and responsible for providing to, or on behalf of, itself 11 all legally required employee benefits. In addition, Contractor shall be solely responsible 12 and save District harmless from all matters relating to payment of Contractor's 13 employees, including compliance with social security, withholding, and all other 14 regulations governing such matters. It is acknowledged that during the term of this 15 Agreement, Contractor may be providing services to others unrelated to District or to 16 this Agreement.
17 NON-ASSIGNMENT
18 Participant may not assign, sell, transfer, license, or subcontract any rights 19 or obligations to a third party within or outside of the District's boundaries without the 20 express prior consent of the District for the duration of the Agreement Period specified 21 in subparagraph 2.A. If the Participant sells or transfers ownership of the vehicles) or 22 any portion thereof for any reason, or is required to replace the vehicles) with cleaner 23 vehicles) prior to the end of the Agreement Period, the Participant must request and 24 receive written consent from the District prior to selling or transferring ownership of the 25 vehicle(s) or any portion thereof.
26 Prior to completing the transaction, the Participant understands that it is 27 responsible to inform the party purchasing the vehicles) of the Agreement provisions 28 and disclose the remaining Agreement term. The Participant shall be responsible for
SJVUAPCD
1990 East
ettysbur
resno, C/ G-122897-A1
93726 7
(559) 230-6000
DocuSign Envelope ID: A9C111FA-E6BE-4A58-8A42-725E042FF117 1 establishing an agreement between the new owner and District in order to facilitate the 2 transfer of the Agreement provisions and terms. The Participant shall provide the 3 prospective new owner with valid contact information for the District so the new owner 4 can assume legal responsibility under the original Agreement or enter into a new 5 Agreement with the District, for the remainder of the Agreement Period. Participant 6 understands that they shall not be relieved of their legal obligation to fulfill the conditions 7 of this Agreement unless the new owner has assumed responsibility through an 8 executed agreement with the District.
9 10. INDEMNIFICATION
10 Participant agrees to indemnify, save, hold harmless, and at District's 11 request, defend the District, its boards, committees, representatives, officers, agents, 12 and employees from and against any and all costs and expenses (including reasonable 13 attorneys' fees and litigation costs), damages, liabilities, claims, and losses (whether in 14 contract, tort, or strict liability, including, but not limited to, personal injury, death, and 15 property damage) which arise or are alleged to arise directly or indirectly from any act 16 or omission of Participant, its officers, agents, sub participants, or employees in their 17 performance of this Agreement, or out of the operations of the Participant. 18 11. INSURANCE AND VEHICLE WARRANTY
19 Participant is responsible for securing warranty and maintaining 20 replacement value insurance on the new alternative fuel vehicles) for the duration of 21 the Agreement Period specified in subparagraph 2.A. The new alternative fuel 22 vehicle(s) purchased through this Agreement must not be tampered with or modified in 23 any such manner than would void the warranty of the vehicles). Insurance coverage 24 must be sufficient to repay the District's investment in case major damage to the new 25 alternative fuel vehicles) occurs during the Agreement Period. A copy of the current 26 insurance for each vehicle purchased under this Agreement is required to be submitted 27 annually with the Participant's annual report.
28 In the event that the new alternative fuel vehicle(s) purchased under this
SJVUAPCD
1990 East
G-122897-A1
(559) 230-6000 8
DocuSign Envelope ID: A9C111FA-E6BE-4A58-8A42-725E042FF117 1 Agreement is/are in an accident, stolen, destroyed, or otherwise rendered temporarily 2 or permanently inoperable, the Participant must immediately inform the District of such 3 damage(s) and repair or replace the vehicles(s) within three (3) months from the date 4 of the occurrence at the Participant's expense and to the standards which meet all 5 program requirements for the remainder of the Participant's obligation under this 6 Agreement.
7 If the Participant repairs a vehicle rendered temporarily inoperable, said 8 repairs shall include any and all repairs necessary to restore the vehicle and any 9 optional equipment purchased under this Agreement to a reasonable condition. If the 10 Participant replaces a vehicle rendered permanently inoperable; said replacement shall 11 include an equivalent vehicle(s) that, at a minimum, meets all program eligibility 12 requirements, including emission level, Gross Vehicle Weight Rating (GVWR), etcetera. 13 As the replacement of a vehicle may require an amendment to the existing Agreement, 14 the Participant must receive prior authorization from the District in advance of any 15 purchases, and must provide any and all replacement vehicle information to the District. 16 In the event the Participant does not repair or replace vehicles) that 17 become inoperable to fulfill the Agreement Period specified in subparagraph 2.A, the 18 District may undertake actions pursuant to this Agreement, including recouping a 19 portion or all incentive funds provided for the vehicle(s) in question. 20 12. RECORD KEEPING
21 Participant shall maintain records sufficient to provide, on an annual basis, 22 information regarding annual mileage, fuel usage, invoices, general maintenance 23 details, correspondence associated with the application, award, agreement, monitoring, 24 enforcement, and reporting requirements and any other available information that may 25 be deemed pertinent to the evaluation of the program for at least two (2) years after the 26 equipment project term or three (3) years after final payment, whichever is later. 27 Records shall be readily available and accessible to the District, or District designated 28 representative, upon request for the purposes of ongoing evaluations or auditing.
SJVUAPCD
1990 East
Fresno, CrA
G-122897-A1
93726 9
(559) 230-6000
DocuSign Envelope ID: A9C111FA-E6BE-4A58-8A42-725E042FF117 1 13. NOTICES
2 The persons and their addresses having authority to give and receive 3 notices under this Agreement are as follows:
4 PARTICIPANT DISTRICT
5 Stephanie Dietz Samir Sheikh
6 City Manager Executive Director/APCO
7 611 W 22nd St. 1990 East Gettysburg Ave.
Merced, CA 95340 Fresno, CA 93726
8 9 Any and all notices between District and Participant provided for or 10 permitted under this Agreement or by law shall be in writing and shall be deemed duly 11 served when personally delivered to one of the parties, or in lieu of such personal 12 service, when deposited in the United States mail, postage prepared, addressed to such 13 party.
14 14. AUDITS AND INSPECTIONS
15 In addition to enforcement by the District or designated representatives) 16 of the District, the District reserves the right to perform audits of vehicle(s) and 17 documentation and enforce the terms of this Agreement at any time during the 18 Agreement term.
19 If, after audit, the District makes a determination that funds provided to the 20 Participant pursuant to this Agreement were not spent in conformance with this 21 Agreement or any other applicable provisions of law, the Participant agrees to 22 immediately reimburse District all funds determined to have been expended not in 23 conformance with said provisions.
24 15. POLITICAL ACTIVITY PROHIBITED
25 None of the funds, materials, property, or services provided under this 26 Agreement shall be used for any political activity, or to further the election or defeat of 27 any candidate for public office contrary to federal or state laws, statutes, regulations, 28 rules, or guidelines.
SJVUAPCD
1990 East
Settysbury
resno, CA G-122897-A1
3726 10
559) 230-600
DocuSign Envelope ID: A9C111FA-E6BE-4A58-8A42-725E042FF117 1 16. LOBBYING PROHIBITED
2 None of the funds provided under this Agreement shall be used for 3 publicity, lobbying, or propaganda purposes designed to support or defeat legislation 4 before the Congress of the United States of America or the Legislature of the State of 5 California.
6 17. CONFLICT OF INTEREST
7 No officer, employee, or agent of District who exercises any function or 8 responsibility for planning and carrying out the services provided under this Agreement 9 shall have any direct or indirect personal financial interest in this Agreement. Participant 10 shall comply with all federal and state conflict of interest laws, statutes, and regulations, 11 which shall be applicable to all parties and beneficiaries under this Agreement and any 12 officer, agent, or employee of District.
13 18. GOVERNING LAW
14 This Agreement shall be governed in all respects by the laws of the State 15 of California. Venue for any action arising out of this Agreement shall only be in Fresno 16 County, California.
17 19. COMPLIANCE WITH LAWS
18 The Participant shall comply with all federal and state laws, statutes, 19 regulations, rules, and guidelines which apply to its performance under this Agreement, 20 including California driving eligibility and financial liability laws. 21 20. BINDING ON SUCCESSORS
22 This Agreement, including all covenants and conditions contained herein, 23 shall be binding upon and inure to the benefit of the parties, including their respective 24 successors-in-interest, assigns, and legal representatives. 25 21. TIME IS OF THE ESSENCE
26 It is understood that for Participant's performance under this Agreement, 27 time is of the essence. The parties reasonably anticipate that Participant will, to the 28 reasonable satisfaction of District, complete all activities provided herein within the time
SJVUAPCD
1990 East
Gettysburg
Fresno, CA G-122897-A1
93726
(559) 230-6000
DocuSign Envelope ID: A9C111FA-E6BE-4A58-8A42-725E042FF117 1 schedule outlined in this Agreement, provided that Participant is not caused 2 unreasonable delay in such performance.
3 22. DATA OWNERSHIP
4 Upon termination or expiration of this Agreement, all data which is 5 received, collected, produced, or developed by Participant under this Agreement shall 6 become the exclusive property of District, provided, however, Participant shall be 7 allowed to retain a copy of any non-confidential data received, collected, produced, or 8 developed by Participant under this Agreement subject to District's exclusive ownership 9 rights stated herein. Accordingly, Participant shall, if requested, surrender to District all 10 such data which is in its possession (including its sub participants or agents), without 11 any reservation of right or title, not otherwise enumerated herein. 12 District shall have the right at reasonable times during the term of this 13 Agreement to inspect and reproduce any data received, collected, produced, or 14 developed by Participant under this Agreement. No reports, professional papers, 15 information, inventions, improvements, discoveries, or data obtained, prepared, 16 assembled, or developed by Participant, pursuant to this Agreement, shall be released 17 or made available (except to District) without prior, express written approval of District 18 while this Agreement is in force, and except as otherwise required under the California 19 Public Records Act.
20 23. NO THIRD-PARTY BENEFICIARIES
21 Notwithstanding anything else stated to the contrary herein, it is 22 understood that Participant's services and activities under this Agreement are being 23 rendered only for the benefit of District, and no other person, firm, corporation, or entity 24 shall be deemed an intended third-party beneficiary of this Agreement. 25 24. SEVERABILITY
26 In the event that any one or more of the provisions contained in this 27 Agreement shall for any reason be held to be unenforceable in any respect by a court 28 of competent jurisdiction, such holding shall not affect any other provisions of this
SJVUAPCD
1990 East
Gettysburg
Fresno, CA G-122897-A1
93726
(559) 230-6000
DocuSign Envelope ID: A9C111FA-E6BE-4A58-8A42-725E042FF117 Agreement, and the Agreement shall then be construed as if such unenforceable 2 provisions are not a part hereof.
3 25. ENTIRE AGREEMENT
4 This Agreement constitutes the entire agreement between Participant and 5 District with respect to the subject matter hereof and supersedes all previous 6 negotiations, proposals, commitments, writings, advertisements, publications, and 7 understandings of any nature whatsoever unless expressly included in this Agreement.
III
III
12 III
13 /II
14 16 I/I
17 18
19 /II
20/II
21 //I
22 //I
23 //I
24 /II
25 //I
26 //I
27 /II
28 //I
SJUAPCD
1990 East
G-122897-A1
(559) 230-6000 13
DocuSign Envelope ID: A9C111FA-E6BE-4A58-8A42-725E042FF117 1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement 2 to be executed as of the day and year first hereinabove written. 3 PARTICIPANT DISTRICT
4 5 City of Merced San Joaquin Valley Air Pollution
Control District
6 - DocuSigned by: —DocuSigned by:
Stephanie Dietz Ryan Hayashi for
7 Stephapfe Dietz
8 Executive Director/APCO
9 Approved as to legal form:
APPROVED AS TO FORM: San Joaquin Valley Unified Air Pollution 10 Control District
Sum frela - DocuSigned by:
11 124/23 Annette Ballatore
12 City Attorney Annettes. Ballatore
District Counsel
13 14 Approved as to accounting form:
15 San Joaquin Valley Unified Air Pollution
Control District
16 - DocuSigned by:
Ryan Buchanan
17 Ryan Bucharan
Director of Administrative Services
18 For accounting use only:
19 Program: 282
20 Account No.:_
21 22
23 24
25 26
27 28
SJVUAPCD
1990 East
G-122897-A1
14 (559) 230-6000
DocuSign Envelope ID: A9C111FA-E6BE-4A58-8A42-725E042FF117 City of Merced
SAN JOAQUIN VALLEY AIR POLLUTION CONTROL DISTRICT
Public Benefit Grants Program
New Alternative Fuel Vehicle Purchase Component
Application Number: G-122897
Vehicle Make: Recon
Vehicle Model: Interceptor
Vehicle Model Year: 2021
Vehicle Type: Electric
Maximum Eligible Amount: $5,020.20
Exhibit A