GRANT AGREEMENT
This GRANT AGREEMENT (this "Agreement) is entered into as of 3/22, 2007 (the "Effective Date"), between the City of Union City (the "City"), and Tri-CED Community Recycling (Tri- CED"), to fund a portion of the cost of the proposed Tri-CED Community Education Center facility. The City and Tri-CED are hereinafter collectively referred to as the "Parties."
RECITALS
On September 13, 2005, the City passed a resolution (Resolution 3045-05) approving the appropriation of funds from the City's Waste Import Mitigation Fee Fund to develop new programs aimed at increasing recycling and landfill diversion, in conformance with ACWMA guidelines.
Tri-CED (also known as Tri-City Economic Development Corporation) is a nonprofit recycling organization which has proposed the development of a community education center (the "Center") to help the City meet its waste diversion goals under AB 939 and Measure D. from the Waste import Migation Fest and the amount of ted Hundred Frity Thousand Dolars Tri-CED has requested and the City has agreed to provide Tri-CED funds appropriated ($250,000) for a portion of the costs related to the construction of the Center. The City and Tri-CED have agreed to enter into this Agreement subject to its terms, conditions and covenants.
NOW, THEREFORE, the Parties to this Agreement agree as follows:
ARTICLE 1
GRANT PROVISIONS; USE OF FUNDS
Hundred rity housand Dolar (S250,00) harest to be use hoard the consticiom cunt To The Grant. The City agrees to provide a grant to Tri-CED in the amount of Two Section 1.2 Use of Grant Funds. Tri-CED agrees to expend Grant funds for actual, "hard" construction costs only. All other costs incurred by Tri-CED, including but not limited to the design, responsibly rED. Any Giant unds no use ar adul constion cost al einouse to ne City, upon demand from the City that such funds be reimbursed.
TriCED hasiot used the fil amount on faran, and er are 3) vars from the date of this Agreement Time Limitation. If at the end of three (3) years from the date of this Agreement City, upon demand from the City that such funds be reimbursed. Tri-CED may request, and the City Council may consider, a re-appropriation of funds at that time.
Union City - Tri-CED Grant Agreement
ARTICLE 2
TRI-CED CONVENANTS
Section 2.1 Prevailing Wages. Tri-CED agrees to pay or cause to be paid prevailing rates of wages for construction of the Center, as required by California Revised Statutes Sections 338.010 to 338.090 and all applicable laws and regulations, and shall comply with all applicable local, federal and state labor standards and prevailing wage provisions.
Section 2.2 No Assignment. Tri-CED shall not cause or permit any voluntary transfer, assignment or conveyance of this Agreement, other than a transfer from Tri-CED to a partnership in which Tri-CED is the managing general partner or to a corporate or limited liability corporation or company in assignment or conveyance shall not constitute City consent to any subsequent transfer, assignment or conveyance.
Section 2.3 Notification. Until construction of the Center has been completed, Tri-CED covenants that it will promptly notify the City in writing of the occurrence of any event which might materially and adversely affect its ability to construct the Center.
ARTICLE 3
INDEMNITY REQUIREMENTS
Indemnification. TriCED agrees to indemnify, defend and hold harmless City, and its elected and appointed councils, boards, commissions, officers, agents, employees, and representatives from any and all claims, costs (including legal fees and costs) and liability for any personal injury or property damage which may arise directly or indirectly as a result of any actions or inactions by the Tri- CED, or any actions or inactions of Tri-CED contractors, subcontractors, agents, or employees in connection with the construction, improvement, operation, or maintenance of the Center, provided that Tri- CED shall have no indemnification obligation with respect to gross negligence or wilful misconduct of City, its contractors, subcontractors, agents or employees.
Public Liability and Property Damage Insurance. During the term of this [Alternate Section 3.2: During the term of this Agreement, any and all insurance policies Union City - Tri-CED Grant Agreement 2
Workers Compensation Insurance. During the term of this Agreement Tri-CED Section 3.4 Evidence of Insurance. Prior to City's execution of this Agreement, Tri-CED sha urnish City satisfactory evidence of the insurance required in Sections 3.2 and 3.3 and evidence that th carrier is required to give the City at least fifteen days prior written notice of the cancellation or reduction in coverage of a policy.
ARTICLE 4
MISCELLANEOUS
Section 4.1 Relationship of Parties. Nothing contained in this Agreement shall be construed as creating a joint venture or a relationship of employer and employee or principal and agent between the City and Tri-CED or Tri-CED's agents or employees. The only involvement of the City with the construction of the Center is through the grant of funds. Tri-CED shall at all times be wholly responsible for the manner in which it or its agents, or both, perform under this Agreement. performance of any work or services with respect to any programs or construction being undertaken by Tri- Section 4.3 Notices. Any notice, request or consent required pursuant to this Agreement shall be deemed given when delivered personally or five (5) business days after being deposited in the U.S. mail, first class postage prepaid, return receipt requested, addressed as follows:
If to Tri-CED: Tri-CED Community Recycling
33377 Western Avenue
Union City, California 94587
Attention:
Tel: (510) 429-8030
If to the City: City of Union City
34009 Alvarado-Niles Road
Union City, California 94587
Attention: Larry Cheeves, City Manager
Tel: (510) 675-5351
Fax: (510) 441-2943
or to such other addresses as the parties may designate by notice as set forth above.
Union City - Tri-CED Grant Agreement 3
Section 4.4 Successors and Assigns. All of the terms of this Agreement shall apply to and be binding upon, and inure to the benefit of, the successors and permitted assigns of the City and Tri-CED, respectively, and all persons claiming under or through them. enforce the lem of this Atre For to clan anion in due any, any retain pen in such Attorneys' Fees. If any action is instituted by any party to this Agreement to action shall be entitled to recover its costs and reasonable attorneys' fees as awarded by the court in that Section 4.6 Severability. If one or more provisions of this Agreement are found invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions shall not in any way be affected, prejudiced, disturbed or impaired thereby, and all other provisions of this Agreement shall remain in full force and effect.
Section 4.7 Amendments/Entire Agreement. The City and Tri-CED reserve the right to amend this Agreement by mutual consent. It is mutually understood and agreed that no amendment, modification, alteration or variation of the terms of this Agreement shall be valid unless in writing and signed and This Agreement constitutes the entire agreement of the
parties and no oral understandings or agreement not incorporated herein shall be binding on either party Section 4.8 Joint and Several Libility. If TriCED consists of more than one person or entity, each shall be jointly and severally liable to the City for the performance of this Agreement.
Section 4.9 Time. Time is of the essence in the performance of the terms and conditions of this Agreement.
Section 4.10 Governing Law. The laws of the State of California shall govern this Agreement. ection 4.11 Non-Liability of City and City Officials, Employees and Agents. No membe ficial, employee or agent of the City or the City shall be personally liable to TriCED, or any successor interest to Tri-CED, in the event of any default or breach by the City under the terms of this Agreement.
Section 4.12 City's Rights and Consent. No forbearance, failure or delay by the City in mission or as a waiver of the requirement to obtain the City's consent in any other instance. All of the wave in viny ry in remedies are cumulative and sai coin fu reader i special., Section 4.13 Duration/Survival. This Agreement shall continue in full force and effect until the Improvements have been accepted by the City, which acceptance shall not be unreasonably withheld.
Section 4.14 Headings. The headings within this Agreement are for the purpose of reference only and shall not limit or otherwise affect any of the terms of this Agreement.
Section 4.15 Counterparts, Facsimile Copies. This Agreement shall be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and Union City - Tri-CED Grant Agreement 4
the same agreement. This Agreement shall be effective upon transmission by any party to the other parties of a fully signed facsimile copy of the Agreement after the formal approval by the governing body of the ity, so long as a copy of the Agreement signed by the transmitting party is delivered to the other partie ithin five (5) business days thereafter. In case of any conflict, the counterpart maintained by the City sha be deemed to be determinative.
IN WITNESS WHEREOF, the City and Tri-CED have executed this Agreement as of the date first above written.
City of Union City:
Malue war pane
Attest:
Reviewed as to Form:
Mike stale
Michael S. Riback, City Attorney
882511_1.DOC
Union City - Tri-CED Grant Agreement