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ATTACHMENT #1
Conejo Senior Volunteer Program Grant
AN AGREEMENT FOR GRANT FUNDS
BETWEEN THE CITY OF THOUSAND OAKS AND
CONEJO RECREATION AND PARK DISTRICT ON BEHALF OF CONEJO
SENIOR VOLUNTEER PROGRAM
THIS AGREEMENT is made and entered into this 25 th day of June 2025 by and between the CITY OF THOUSAND OAKS, a municipal corporation (herein referred to as "City"), and CONEJO RECREATION AND PARK DISTRICT ON BEHALF OF CONEJO SENIOR VOLUNTEER PROGRAM, (herein referred to as "Grantee").
1. DESCRIPTION OF PURPOSE
(a) Grantee warrants that funds granted by this Agreement shall be used solely for the purpose of operating the Conejo Senior Volunteer Program, for use by the older adult residents and non- profits as described in the June 24, 2025 report to City Council (Exhibit A). If the activity that is to be funded under this Agreement is canceled or substantially altered, Grantee agrees to notify the City within ninety (90) days and may be required to refund the grant amount in full or in part.
(b) Grantee warrants that the funding provided is for a project of wide community benefit within the City of Thousand Oaks.
2. GRANT PAYMENT
(a)Maximum and Rate. The total grant payable to Grantee by City for the purpose set forth in this Agreement SHALL NOT exceed the sum of $10,000.00 annually (herein "Not to Exceed Amount"), as approved by City Council on June 24, 2025. Following execution of this Agreement, City will issue one check on or around July 1st during each of the five fiscal years in the amount of $10,000.00 annually.
The grant money is provided for the purpose set forth in Section 1 above and as further articulated in Exhibit A and shall be binding upon the Grantee and City until June 30, 2030.
(b)Term. The activity funded under the term of this Contract shall occur between July 1, 2025 and June 30, 2030.
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(c)Payment. Payment will be made to the Grantee with City of Thousand Oaks Vendor #0000065.
3. PERMITS AND LICENSES
Grantee, at its sole expense, will obtain and maintain during the term of this Agreement, all appropriate permits, licenses and certificates that may be required in connection with the performance of the grant activity under this Agreement.
4. HOLD HARMLESS AND INDEMNITY
(a)Hold Harmless for Grantee's Damages. Grantee holds the City, its elected officials, officers, agents and employees, harmless from all Grantee’s claims, demands, lawsuits, judgments, damages, losses, injuries or liability to Grantee, to Grantee's employees, to Grantee’s volunteers, contractors or subcontractors, whether damages, losses, injuries or liability occur during the work required under this Agreement, or occur while Grantee is on City property, or which are connected, directly or indirectly, with the Grantee's performance of any activity or work required under this Agreement.
(b)Defense and Indemnity of Third-Party Claims/Liability. Grantee shall investigate, defend, and indemnify the City, its elected officials, officers agents and employees, from any claims, lawsuits, demands, judgments, and all liability including, but not limited to, monetary or property damage, lost profit, personal injury, wrongful death, general liability, automobile, infringement of copyright/patent/trademark, or professional errors and omissions arising out of, directly or indirectly, an error, negligence, or omission of the Grantee or Grantee’s volunteers, contractors, subcontractors, or the willful misconduct of Grantee or Grantee’s volunteers, contractors, subcontractors, in performing the grant activity described in, or normally associated with, this type of contracted work. The duty to defend shall include any suits or actions in law or equity concerning any activity, product or work required under this Agreement, and also include the payment of all court costs, attorney fees, expert witness costs, investigation costs, claims adjusting costs and any other costs required for and related to such litigation.
(c)No Waiver. City does not waive, nor shall be deemed to have waived, any indemnity, defense or hold harmless rights under this section because of the acceptance by the City, or the deposit with the City, of any insurance certificates or policies described in Section
13.
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(d)Prevailing Wages. Under California Labor Code Section 1720 the granting of public funds may subject this project to the payment of prevailing wages. Acceptance of the grant requires the grantee to indemnify the City against any claims that prevailing wages are owed from the project.
5. RELATION OF THE PARTIES/CONFLICT OF INTEREST
The relationship of the parties to this Agreement shall be that of independent contractors and that in no event shall Grantee be considered an officer, agent, servant or employee of City. Grantee shall be solely responsible for any workers’ compensation insurance, withholding taxes, unemployment insurance, and any other employer obligations associated with the described work.
Grantee is unaware of any City employee or official that has a financial interest in Grantee's organization. During the term of this Agreement and/or as a result of being awarded this Agreement, Grantee shall not offer, encourage or accept any financial interest in Grantee's organization by any City employee or official.
6. ACCEPTANCE OF FINAL PAYMENT CONSTITUTES RELEASE
The acceptance by Grantee of the payment and acceptance by the City of an annual performance report prepared by Grantee made under this Agreement shall operate as and be a release of the City from all claims and liabilities for compensation to for anything done, furnished, or relating to such Grantee’s work or grant activity. Approval or payment by the City shall not constitute, nor be deemed, a release of the responsibility and liability of Grantee, its volunteers, employees, subcontractors, agents and for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by the City for and defect or error in the work prepared by Grantee, its volunteers, employees, subcontractors, or agents.
7. AUDIT OF RECORDS
At any time during normal business hours and as often as it may deem necessary, the Grantee shall make available to a representative of the City for examination of all its records with respect to all matters covered by this Agreement and will permit City to audit, examine and/or reproduce such records. Grantee will retain such financial records, time sheets, work progress reports, invoices, bills and grant activity records for at least two years after termination or final payment under this Agreement.
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8. WAIVER; REMEDIES CUMULATIVE
Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by the other party, irrespective of the length of time for which such failure continues, shall not constitute a waiver of such party's right to demand strict compliance by such other party in the future. No waiver by a party of a default or breach of the other party shall be effective or binding upon such party unless made in writing by such party and no such waiver shall be implied from any omissions by a party to take any action with respect to such default or breach. No express written waiver of a specified default or breach shall affect any other default or breach or cover any other period, other than any default or breach and/or period of time specified. All the remedies permitted or available to a party under this Agreement, or at law or in equity, shall be cumulative and alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right of remedy.
9. CONSTRUCTION OF LANGUAGE OF AGREEMENT
The provisions of this Agreement shall be construed as a whole according to its common meaning of purpose of providing a public benefit and not strictly for or against any party. It shall be construed consistent with the provisions hereof, in order to achieve the objectives and purposes of the parties. Wherever required by the context, the singular shall include the plural and vice versa, and the masculine gender shall include the feminine or neutral genders or vice versa.
10. TERMINATION BY CITY
City may terminate without cause by notifying Grantee in writing upon 30 calendar days’ notice, any portion of or all grant activity agreed to be performed under this Agreement. In the event termination is for cause, no notice period need be given.
In such event, Grantee shall be paid only to the extent required by law.
11. AUTHORIZATION
Each party has expressly authorized the execution of this Agreement on its behalf to bind each party, and its respective administrators, officers, directors, districts, shareholders, divisions, subsidiaries, agents, employees, successors, assigns, principals, partners, joint ventures, insurance carriers, and any others who may claim through it, to this Agreement.
12. MODIFICATIONS
Any amendment, modification, or variation of the terms of this Agreement or the use of the funds granted hereby shall be in writing and shall be effective only upon the mutual written approval of the City Manager, or his or her designee, and Grantee.
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13. PARTIAL INVALIDITY
If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.
14. NON-APPROPRIATION OF FUNDS
Payments due and payable to Grantee for current grant activity are within the current budget and within an available, unexhausted and unencumbered appropriation of City funds. In the event City has not appropriated sufficient funds for payment of Grantee grant activity beyond the current fiscal year, this Agreement shall cover only those costs incurred up to the conclusion of the current fiscal year.
15. MITIGATION OF DAMAGES
In all situations arising out of this Agreement, the parties shall attempt to avoid and minimize the damages resulting from the conduct of the other party.
16. GOVERNING LAW
This Agreement, and the rights and obligations of the parties, shall be governed and interpreted in accordance with the laws of the State of California. Should litigation occur, venue shall be in the Superior Court of Ventura County.
17. NONDISCRIMINATION
The Grantee shall comply with the federal Americans with Disability Act, Public Law 101-336, and observe the disability discrimination prohibitions of such laws in the performance of the work required under this Agreement.
18. CAPTIONS
The captions or headings in this Agreement are for convenience only and in no other way define, limit or describe the scope or intent of any provision or section of the Agreement.
19. ENTIRE AGREEMENT BETWEEN PARTIES
Except for Grantee's proposals and submitted representations for obtaining this Agreement, this Agreement supersedes any other agreements, either oral or in writing, between the parties hereto with respect to the rendering of grant activity
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and contains all of the covenants and agreements between the parties with respect to said grant activity. Any modifications to this Agreement will be effective only upon written amendment signed by both parties.
20. NOTICES
Any notice required to be given hereunder shall be deemed to have been given by depositing said notice in the United States mail, postage prepaid, and addressed as follows:
TO CITY: City of Thousand Oaks
Cultural & Community Services, Sarah Mailes
1401 E. Janss Road
Thousand Oaks, CA 91362
TO GRANTEE: Conejo Recreation and Park District, Rochelle Callis 403 W. Hillcrest Drive
Thousand Oaks, CA 91360
WITH COPIES TO: Conejo Senior Volunteer Program, Julie Spivack 1385 E. Janss Rd.
Thousand Oaks, CA 91362
21. SIGNATURES
(a)Counterparts. This Agreement may be executed in two or more counterparts, each of which together shall be deemed an original, but all of which together shall constitute one and the same instrument.
(b)Scanned Signatures. In the event that any signature is delivered by facsimile transmission or submitted electronically as a scanned image (i.e. files with .pdf, .tiff or .jpeg extensions), such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or scanned signature page were an original thereof.
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(c)Digital/Electronic Signatures. This Agreement may be executed through the use of digital or electronic signatures provided they meet the requirements of the Electronic Signatures in Global and National Commerce (ESIGN) Act and the California Uniform Electronic Transactions Act (UETA) and are produced using a City- approved method. The presence of an electronic signature on this document shall be construed as the parties’ consent to do business electronically.
In concurrence and witness whereof, this Agreement has been executed by the parties effective on the date and year first above written.
GRANTEE: CITY OF THOUSAND OAKS
Jim Friedl, General Manager, Conejo
Recreation and Park District
Andrew P. Powers, City Manager
GRANTEE: ATTEST:
Rochelle Callis, Administrator, Conejo
Recreation and Park District
Laura B. Maguire, City Clerk
APPROVED AS TO FORM
Office of the City Attorney
Tracy Friedl, Assistant City Attorney
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Exhibit A
(Will be included once approved)