Attachment C
Grant Agreement
and Scope of Work
Contract # MD0426#05_Victorville Sheriff’s Department_2026_Project 1_eBike Page 1 GR
ANT AGREEMENT
MDAQMD Contract Year: 2026
Contract Number: MD0426#05_Victorville Sheriff’s Department_2026_Project 1_eBike
Board Item: 05
Grant Description: MD0426#05_Victorville Sheriff’s Department_2026_Project 1_eBike project funded by the Clean Air Fund
This AGREEMENT (hereinafter “Agreement”) is between the Mojave Desert Air Quality Management District (hereinafter “MDAQMD”) and City of Victorville , (hereinafter “GRANTEE”).
Witnesseth:
WHEREAS, the purpose of the Clean Air Fund is to provide grants for projects that provide positive air quality impacts on a local community; and
WHEREAS, the Clean Air Fund is funded with resources specifically identified by the District for this purpose; and
WHEREAS, the MDAQMD is authorized to award grant funds to offset the incremental cost of projects that reduce air pollution pursuant to the specific Program Guidelines; and WHEREAS, the MDAQMD is authorized to award grant funds to projects that serve the mission of the District to promote clean air and contribute to a reduction in emissions within the jurisdiction using the Carl Moyer Program Guidelines as reference; and WHEREAS, GRANTEE submitted an application requesting funding to obtain cleaner technology that meets the current emissions standards as described in the attached Exhibit() (hereinafter also referred to as “Project”); and
WHEREAS, District staff has evaluated GRANTEE Grant Application and has determined that the Application and Proposed Project complies with the provisions of Governing Board Policy 17-1 and generally meets the requirements of Moyer/AB2766 or other program; and meets the reporting requirements for the full term of this Agreement (also referred to as “Project Life”); and WHEREAS, on that basis the MDAQMD Governing Board has approved GRANTEE project for funding in accordance with the terms of this Agreement; and WHEREAS, funding of this Project is contingent upon successful completion of pre- inspection of existing equipment, 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 application submitted by GRANTEE and the Project Scope of Work “Exhibit A” (hereinafter Scope of Work or “Exhibit A”) incorporated herein.
The Parties agree as follows:
Contract # MD0426#05_Victorville Sheriff’s Department_2026_Project 1_eBike Page 2 G
rant Terms and Conditions
1. D
ue Diligence
U
pon the commencement of the term of this Agreement, GRANTEE agrees to proceed with due diligence to perform as described in Exhibit A.
2. P
urpose
T
he purpose of this Agreement hereby awards GRANTEE Project funding for Clean Air Fund 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 operated a minimum of 70% of the total annual usage stated in the original application with 100% usage to occur within the MDAQMD for the entire term of the P roject Life. 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 Project Life. In the event that GRANTEE is unable to satisfy the required usage each year of the Project Life for the equipment, and provided that the GRANTEE still owns and operates the Clean Air funded equipment, the GRANTEE may request to extend the Project Life of this Agreement (precluding overlap with an applicable rule implementation requirement) as listed in Section 5(c)(iii) of this Agreement. If the Clean Air funded equipment specified in Exhibit A are sold, GRANTEE will be subject to repayment as listed in Section 5(c)(ii) of this Agreement.
3. Sc
hedule
GRANTEE shall follow the general schedule specified in Exhibit A.
4. T
erm
T
his Agreement shall commence on the date it is fully executed and shall terminate at the end of the Project Life as specified in Exhibit A or later date if approved in writing by the MDAQMD. 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 Project Life, the MDAQMD 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 Agreement is signed and dated by both the GRANTEE and the MDAQMD.
5. P ro
ject Cost
T
he total payment to GRANTEE as described in Exhibit A represents the cost to purchase the equipment. In the application, GRANTEE has disclosed all other sources of funding to be applied towards this project if required. GRANTEE shall include this 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 Contract # MD0426#05_Victorville Sheriff’s Department_2026_Project 1_eBike Page 3 determining regulatory compliance. Additionally, upon execution of this Agreement, GRANTEE shall not apply for or receive other grants or public funds pertaining to the specific project unless such funding will be used, at least in part, to offset the Clean Air Grant fund amount. GRANTEE shall provide written evidence of commitment for such funding to MDAQMD and MDAQMD may not release any funds under this Agreement until it finds such evidence satisfactory. If an existing contract is amended to increase or decrease the total funding of the Project, MDAQMD must reevaluate eligibility and consider all applicable regulations.
a. P
ayments
i. MDAQMD shall not make any advance payment under this Agreement and all payments to GRANTEE by MDAQMD as provided herein shall be paid out upon receipt of a final itemized invoice along with all documentation as specified in Exhibit A. Claims for payment must be submitted to MDAQMD, Attention: Grants Section or [email protected].
ii. The amount to be paid to GRANTEE under this Agreement shall be up to and not exceed the amount specified in Exhibit A, including but not limited to any taxes due on equipment purchased by GRANTEE . GRANTEE shall not receive additional funds for payment of such taxes and shall not decrease work to compensate therefore.
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 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 Date as specified in Exhibit A for which payment is claimed.
MDAQMD 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 repay MDAQMD if any of the following occur:
1. GRANTEE’s annual usage of the Project falls below 70% of the average usage as provided in project application. 100% usage to occur within the MDAQMD for the entire term of the project life as per Exhibit(s) A.
GRANTEE may request to extend the terms of this Agreement (precluding overlap with an applicable rule implementation requirement) pursuant to the conditions listed in paragraphs (5)(c)(iii)(1)-(3) below; or
2. The Project specified in Exhibit A is sold and the buyer fails to accept and perform the obligations of this Agreement for the remaining Project Lifetime as set forth in Exhibit A; or
3. The Project specified in Exhibit A are destroyed or otherwise rendered inoperable, and if the Project is not repaired or replaced within sixty ( 60) days during the term of the Agreement.
ii. The amount of repayment shall be calculated as follows:
Repayment amount =
∑ −
=
n
i
iA RT
G
1 Where:
G = “Grant amount” is the amount of money GRANTEE is paid for the Project Contract # MD0426#05_Victorville Sheriff’s Department_2026_Project 1_eBike Page 4 under this Agreement.
n = “project life in years” for the purposes of this calculation is the term of the Agreement as per Exhibit(s) A.
R = annual hours as specified in the statement of usage A = “hours used” is the number of hours the Project is required to operate annually in conformance with this Agreement.
T = “Total hours required is defined as R multiplied by n iii. Alternatively, if GRANTEE is unable to satisfy the term of the Agreement GRANTEE may request to extend the terms of this Agreement subject to the following:
1. GRANTEE 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 hours pursuant to the terms of the Agreement; and
b. A list of current hours operated per unit per year as of the date the extension is requested; and
c. 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.
2. GRANTEE shall make available to MDAQMD for audit all Project 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 the first compliance requirements therefore emission reductions will remain surplus to any regulation. After the extended contract term all hours each unit operated during the extension shall be considered in aggregate against the total hours required under the contract.
Project completion will be determined by the District in accordance with MDAQMD’s Carl Moyer Policies and Procedures.
Contract # MD0426#05_Victorville Sheriff’s Department_2026_Project 1_eBike Page 5
6. Notices
a) A
ny notice or demand desired or required to be given hereunder shall be in writing and deemed given when personally delivered, sent via email to project contact or to [email protected] with confirmed receipt, or deposited in the mail, postage prepaid, sent certified or registered and addressed to the Parties as follows:
M
DAQMD:
Mojave Desert Air Quality Management District
Attn: Air Pollution Control Officer (APCO)
14306 Park Ave
Victorville, CA 92392
GR
ANTEE:
City of Victorville
Attn: Keith C. Metzler
City Manager
14343 Civic Dr.
Victorville, CA, 92392
b) A
ny notice so delivered personally shall be deemed to be received on the date of delivery, any notice so delivered via email with confirmed receipt shall be deemed to be received on the date of receipt confirmation, and any notice mailed shall be deemed to be received five (5) days after the date on which it was mailed.
7. P
romotional Decals
If requested to do so by MDAQMD, GRANTEE agrees to display promotional decals, provided by MDAQMD, on the grant-funded equipment.
8. Ma
intenance
GR
ANTEE shall operate and maintain the new equipment pursuant to the manufacturer’s specifications for the entire term of the Agreement. GRANTEE shall not tamper with any engine or retrofit installed pursuant to this Agreement. GRANTEE shall maintain a non - resettable hour meter on each engine pursuant to this Agreement (if applicable). If during the project life the meter fails for any reason, the owner shall remain responsible for validating any hours not recorded and provide the MDAQMD notification of the meter failure and those hours in the annual usage report. GRANTEE must repair or replace the non -operating meter promptly.
9. I
ndemnification
GR
ANTEE agrees to indemnify, defend and hold harmless MDAQMD 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 MDAQMD, 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. MDAQMD agrees to indemnify, defend and hold
Contract # MD0426#05_Victorville Sheriff’s Department_2026_Project 1_eBike Page 6 harmless GRANTEE and its authorized agents, officers, volunteers and employees against any and all claims or actions arising from MDAQMD’s acts, errors or omissions in performing services pursuant to this Agreement.
10. Title to Equipment
Title to and risk of loss of equipment purchased with funds received through this Agreement will, at all times, vest in and with GRANTEE. GRANTEE acknowledges that MDAQMD did not supply, design or manufacture the equipment or any of its components. This equipment is commercially manufactured and sold by a manufacturer to be determined by GRANTEE .
MDAQMD specifically disclaims all warranties, express and implied, including the implied warranties of merchantability and fitness for the intended purpose, as t o the purchased equipment, any test equipment or field tests. In no event will MDAQMD be liable to GRANTEE or any third party for any direct, indirect, consequential, special, incidental, or punitive damages for the design, manufacture, operation, maintenance, performance, or demonstration of the purchased equipment under any theory, including but not limited to, tort, contract, breach of warranty, or strict liability.
11. Record Keeping and Reporting
a) Records - GRANTEE will keep, and provide to MDAQMD, upon request, accurate financial records (including invoices and published price lists on which Agreement was based) necessary to enable the review of GRANTEE 's performance of this Agreement.
These records must demonstrate that the grant funding has been used for the purchase of equipment and/or provision of services as described in Exhibit A to this Agreement.
GRANTEE will maintain all such records for at least three (3) years from the expiration of the term of this Agreement.
b) Reports - GRANTEE will submit report(s) to the MDAQMD in accordance with the schedule and format specified in Exhibit A to this Agreement. To ensure accurate usage reporting, GRANTEE is required to maintain equipment (fuel or energy meter) necessary to determine usage.
c) GRANTEE must document usage during a failure of such equipment and provide the MDAQMD with that documentation with the Annual Usage Report.
12. Compensation
The total obligation of MDAQMD under this Agreement will not exceed the amount listed in Exhibit A.
a) Payments - Only expenditures incurred by GRANTEE in the direct performance of this Agreement can be reimbursed by MDAQMD. GRANTEE shall bill MDAQMD upon Project Completion Date and after all the conditions for funding outlined in this AGREEMENT are met. If the PROJECT funded under this AGREEMENT is performed in phases or over a period of time, then requests can be made by the GRANTEE for partial payment. Partial requests for payment must be received prior authorization by MDAQMD. GRANTEE agrees to provide a detailed invoice to
Contract # MD0426#05_Victorville Sheriff’s Department_2026_Project 1_eBike Page 7 MDAQMD with copies of purchase orders, signed contracts, or receipts referencing the contract number. MDAQMD retains the right to require proof of services performed or costs incurred prior to any payment under this AGREEMENT.
b) Payments by MDAQMD to GRANTEE for any services detailed in Exhibit A will be processed only after said services have been satisfactorily rendered, and after a written request and claim from GRANTEE for such payment has been received by MDAQMD. Said written request will set forth the work completed in the claim period and must include copies of any and all invoices or financial records needed to verify that stated costs have been incurred by GRANTEE. Claims and all supporting documentation must be submitted to the Mojave Desert Air Quality Management District, Attn: Grants Section, 14306 Park Ave, Victorville, California 92392, or via email to [email protected]. MDAQMD will pay GRANTEE within (30) calendar days after receiving a request for payment and verifying that services have been satisfactorily completed as detailed in Exhibit A and cited in the invoice.
c) Surplus Funds - Any part or all of a payment by MDAQMD to GRANTEE, which is not utilized for any reason by GRANTEE to pay costs pursuant to the terms and conditions of this Agreement and as detailed in a claim by GRANTEE , must be refunded by GRANTEE to MDAQMD within (30) days after the end of the Project Completion term as defined in Exhibit A to this Agreement.
d) Close-Out Period - All final claims for repayment must be submitted by GRANTEE to MDAQMD within sixty (60) days following the final month of activities for which payment is claimed. No action will be taken by MDAQMD on claims submitted beyond the 60‐day close‐out period.
e) Source of Funds - By signing this Agreement, GRANTEE affirms that they have disclosed to MDAQMD all funding sources for the project proposed in Exhibit A to this Agreement, whether potential (funding applied for but not received) or actual (funding received); and that GRANTEE will notify the MDAQMD of any additional sources of funding received for the project, including any sources that become available after execution of this Agreement. If the project is co‐funded with another air district, CARB, any othe r public agency or any other source of public funds, GRANTEE understands and agrees that they must comply with all rules and criteria associated with each funding source used, that the sum of project funding from all sources may not exceed the total project cost, and that unless the GRANTEE is a public agency, no less than (15%) of the eligible expenses for the grant‐funded equipment must be provided by non‐public sources.
13. Insurance Requirements
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:
Contract # MD0426#05_Victorville Sheriff’s Department_2026_Project 1_eBike Page 8 (1) Workers’ compensation insurance in amounts to satisfy applicable state laws; (2) Employer’s liability insurance in the amount of $1,000,000; (3) Automobile liability insurance in the amount of $1,000,000 per occurrence; (4) 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.
Such insurance policies shall name MDAQMD, 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 MDAQMD , 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.
Prior to the commencement of performing its obligations under this Agreement, GRANTEE shall provide to MDAQMD appropriate certificates from its insurance carrier or carriers stating that such insurance coverages have been obtained and are in full force; that MDAQMD, its officers, agents and employees will not be responsible for any premium s on the policies; that such insurance names MDAQMD, 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 MDAQMD, its officer, agents, and employees, shall be excess only and not contributing with insurance provided under GRANTEE’s policies herein.
14. Facilities, Equipment and Other Materials
Except as set forth herein, GRANTEE shall, at its sole cost and expense, furnish all facilities, equipment, and other materials which may be required for furnishing services pursuant to this Agreement. MDAQMD shall furnish GRANTEE only those facilities, equipment, and other materials, and shall perform only those obligations as listed herein.
15. Non-Discrimination
GRANTEE shall not discriminate in its employment practices because of race, religious creed, color, national origin, ancestry, disability, medical condition, marital status, sex, sexual preference, or in contravention of any other protected classification or practice identified in the California Fair Employment and Housing Act; Government Code section 12900 et seq.
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16. Termination
a. Breach of Agreement - MDAQMD may immediately suspend or terminate this Agreement, in whole or in part, if GRANTEE breaches any of the provisions herein, including but not limited to:
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 report submitted to MDAQMD; or
4. Improperly performed services.
In no event will any payment by MDAQMD constitute a waiver by MDAQMD or their designee(s) of any breach of this Agreement or any default which may then exist on the part of GRANTEE, nor will such payment impair or prejudice any remedy available to MDAQMD or their designee(s) with respect to the breach or default. MDAQMD or their designee(s) has the right to demand of GRANTEE the repayment to MDAQMD of any funds disbursed to GRANTEE under this Agreement which in the judgment of MDAQMD or their designee(s) were not expended in accordance with the terms of this Agreement. GRANTEE must promptly refund any such funds upon demand. In addition to immediate suspension or termination, MDAQMD or their designee(s) may impose any other remedies available at law, in equity, or otherwise specified in this Agreement.
b. Without Cause – MDAQMD or their designee(s) may terminate this Agreement at any time after giving the other P arty at least (30) days advance written notice of intention to terminate. In such case, GRANTEE will be paid the reasonable value of all services, if any, satisfactorily rendered and actual, reasonable costs incurred up to the time of the termination. Upon such termination, all the work, if any, produced by GRANTEE must be promptly delivered to MDAQMD. Additional terms and conditions may apply in the event of termination by GRANTEE.
17. Records, Documents and Audits
a) GRANTEE shall maintain at all times complete, detailed records with regard to work performed under this Agreement , in a form acceptable to MDAQMD and MDAQMD or its designee shall have the right to inspect such records at any reasonable time.
b) GRANTEE agrees to return to MDAQMD, upon termination of this AGREEMENT, all documents, drawings, photographs, and other written or graphic material, however produced, received from MDAQMD and used by GRANTEE in the performance of its services. All work papers, drawings, internal memoranda, graphics, photographs, and any written or graphic material, however produced, prepared by GRANTEE in connection with its performance of services hereunder shall be, and shall remain after termination of this AGREEMENT, the property of MDAQMD and may be us ed by MDAQMD for any purpose whatsoever. MDAQMD agrees that any future use of documents produced by the GRANTEE under the terms of this contract shall be at the sole discretion of MDAQMD and GRANTEE shall bear no liability for the decisions on whether and how to use such documents.
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c) During the Project life, either or both the MDAQMD 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 G rant Agreement or applicable state laws or regulations. GRANTEE shall make available to MDAQMD at any time during regular business hours following reasonable notice from the MDAQMD, and as often as MDAQMD may deem necessary, all of its records and data for examination with respect to the matters covered in this Agreement. GRANTEE shall allow MDAQMD upon reasonable advance request at MDAQMD’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 MDAQMD 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 Program or any other applicable provisions of law, and following resolution of any appeal of such determination by GRANTEE to the Board of the MDAQMD, GRANTEE agrees to immediately reimburse MDAQMD all funds determined to have been expended not in conformance with said provisions.
d) 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.
18. 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.
19. 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.
20. Conflict of Interest
No officer, employee or agent of MDAQMD 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.
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21. Economic Sanctions
GRANTEE agrees to comply with existing economic sanctions imposed by the U.S.
Government in response to Russia’s actions in Ukraine, as well as any sanctions imposed under state law.
22. Independent Status
a) GRANTEE shall perform this contract as an independent contractor and not as an employee of MDAQMD. GRANTEE acknowledges that GRANTEE is not entitled to any of MDAQMD’s fringe benefits, including without limitation; paid holidays, life insurance, sick leave, or travel or any other expenses in connection with services performed hereunder. No part of the compensation payable to GRANTEE hereunder shall be deducted or withheld for payment of Federal or State income or other employment related taxes. It shall be the responsibility of GRANTEE to provide all coverage necessary for GRANTEE’s own benefit and not as an employee of MDAQMD.
b) Except as MDAQMD may specify in writing, GRANTEE shall have no authority, express or implied, to act on behalf of MDAQMD in any capacity whatsoever as an agent.
GRANTEE shall have no authority, express or implied, pursuant to this Agreement to bind MDAQMD to any obligation whatsoever.
23. Independent Contractor
In performance of the work, duties, and obligations assumed by GRANTEE under this Agreement, it is mutually understood and agreed that GRANTEE , including any and all of GRANTEE's officers, agents, and employees, will at all times be acting and performing as an independent contractor and will act in an independent capacity and not as an officer, agent, servant, employee, joint ventures, partner, or associate of MDAQMD. Furthermore, except for requirements specifically stated in this Agreement, MDAQMD will ha ve no right to control, supervise or direct the manner or method by which GRANTEE will perform its work and function. MDAQMD retains the right to administer this Agreement to verify that GRANTEE is performing its obligations in accordance with the terms and conditions thereof. GRANTEE and MDAQMD must comply with all applicable provisions of law and the rules and regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof, including but not limited to rules and reg ulations of the CARB and the MDAQMD.
GRANTEE warrants that they are currently in compliance with all federal, state and local air quality rules and regulations and that they have no outstanding, unresolved or unpaid Notices of Violation or citations for violations of any such rules and regulations, and that they will maintain compliance with such rules and regulations for the entire term of this Agreement.
Because of its status as an independent contractor, GRANTEE has no right to employment rights and benefits available to MDAQMD employees. GRANTEE is solely liable and responsible for providing to, or on behalf of, itself, all legally required employee benefits.
GRANTEE is solely responsible and holds MDAQMD harmless from all matters relating to payment of GRANTEE's employees, including compliance with social security, withholding, and all other regulations governing such matters. It is acknowledged that during the term of
Contract # MD0426#05_Victorville Sheriff’s Department_2026_Project 1_eBike Page 12 this Agreement, GRANTEE may be providing services to others unrelated to MDAQMD or to this Agreement.
24. Warranties
GRANTEE warrants that its services are performed, with the usual thoroughness and competence; in accordance with the standard for professional services at the time those services are rendered.
25. Licenses, Permits, Etc.
GRANTEE represents and warrants to MDAQMD that it has or will obtain before initiation of the PROJECT, all licenses, permits, qualifications, and approvals of whatever nature, which are legally required for GRANTEE to practice its profession. GRANTEE represents and warrants to MDAQMD that GRANTEE shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this AGREEMENT, any licenses, permits, and approvals which are legally required for GRANTEE to practice its profession at the time the services are performed.
26. Assignment or Transfer
GRANTEE may assign any of its rights, burdens, duties, or obligations under this AGREEMENT only upon the prior written consent of MDAQMD. Approval will be at the sole discretion of MDAQMD.
27. Modification of Agreement
This AGREEMENT cannot be changed or supplemented orally, and may be modified or superseded only by written instrument executed by all Parties.
28. Waiver
One or more waivers by Pne party of any major or minor breach or default of any provision, term, condition, or covenant of this AGREEMENT shall not operate as a waiver of any subsequent breach or default.
29. Entirety of AGREEMENT
This AGREEMENT constitutes the entire agreement and understanding between the P arties.
There are no oral understandings, terms, or conditions, and no P arty has relied upon any representation, express or implied, not contained in this AGREEMENT. Any prior understandings, terms, or conditions are deemed merged into this AGREEMENT. This AGREEMENT is intended as the complete and exclusive statement of the P arties’ agreement pursuant to Code of Civil Procedure section 1856.
30. Rights to Emission Reductions
Projects funded via the Clean Air Fund cannot generate Emission Reduction Credits (ERCs) pursuant to MDAQMD Regulation XIV or be used for offsets pursuant to Regulation XIII.
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31. 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.
32. Prevailing Wages and Labor Compliance
GRANTEE agrees to be bound by all applicable provisions related to public works projects, including but not limited to, California Labor Code Sections 1720‐1861 regarding the regulation of employment conditions and prevailing wages for public works projects.
GRANTEE agrees to act at all times in conformity with all applicable local, state and federal laws, including, without limitation, all applicable federal and state labor laws.
33. Forge Majeure
Neither MDAQMD or GRANTEE are liable for nor will be deemed to be in default for any delay or failure in performance under this Grant Agreement or interruption of services resulting, directly or indirectly, from acts of God, enemy or hostile governmental action, civil commotion, strikes, government declaration of emergency, national or State declared pandemics, lockouts, labor disputes, fire, flood, earthquakes, or other physical natural disasters. If either Party intends to invoke this clause to excuse or delay performance, the Party invoking the clause must provide written notice to the other Party immediately, but no later than within fifteen (15) calendar days of when the force majeure event occurs and reasons that the force majeure event is preventing that Party from or delaying that Party in performing its obligations under this Grant.
34. Duplicate Execution
This AGREEMENT may be executed in duplicate. Each signed copy shall have the force and effect of an original.
35. Declination Clause
The Mojave Desert Air Quality Management District (MDAQMD) does not discriminate on the basis of race, national origin, ethnic group identification, ancestry, religion, age, sex, sexual orientation, gender identity, gender expression, color, genetic information, medical condition, or mental or physical disability, or any other attribute or belief protected by law in administration of its programs or activities, and MDAQMD does not intimidate or retaliate against any individual or group because they have exercised their rights to participate in action protected by or oppose actions prohibited by 40 C.F.R. Parts 5 and 7, or for the purpose of interfering with such rights.
Contract # MD0426#05_Victorville Sheriff’s Department_2026_Project 1_eBike Page 14
36. 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 San Bernardino County, California.
This Agreement was entered into in Victorville, California.
37. Attorney’s Fees
In the event any action is filed in connection with the enforcement or interpretation of this Contract, each Party shall bear its own attorneys’ fees and costs.
38. Citizenship and Alien Status
a) GRANTEE warrants that it fully complies with all laws regarding the employment of aliens and others, and that its employees performing services hereunder meet the citizenship or alien status requirements contained in federal and state statutes and regulations including, but not limited to, the Immigration Reform and Control Act of 1986 (PL. 99-603).
b) GRANTEE shall indemnify, defend, and hold harmless MDAQMD, its officers and employees from employer sanctions and other liability which may be assessed against GRANTEE or MDAQMD, or both in connection with any alleged violation of federal statutes or regulations pertaining to the eligibility for employment of persons performing services under this Contract.
39. Subcontractor Approval
If GRANTEE intends to subcontract all or a portion of the work under this Contract, then GRANTEE must first obtain written approval from MDAQMD's Executive Director or designee prior to subcontracting any work. Any material changes to the subcontract(s) that affect the scope of work, deliverable schedule, and/or payment/cost schedule shall also require the prior written approval of the Executive Director or designee, no subcontract charges will be reimbursed unless the required approvals have been obtained from MDAQMD.
40. Changes 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 MDAQMD and GRANTEE, and shall only be effective by duly-executed written amendments to this Agreement.
41. Availability of Funds
It is mutually agreed that if the Budget Act of the current year and/or any subsequent years covered under this Grant does not appropriate sufficient funds for the program, this Grant shall be of no further force and effect. In this event, the parties shall have no liability to pay any funds Contract # MD0426#05_Victorville Sheriff’s Department_2026_Project 1_eBike Page 15 whatsoever to GRANTEE or any Grant Recipient or to furnish any other considerations under this Grant and GRANTEE shall not be obligated to perform any provisions of this Grant.
42. Non-Allocation of Funds
The terms of this Agreement and the services to be provided there under are contingent on the approval and appropriation of funds by the MDAQMD Board and receipt of funds from the funding source. Should sufficient funds not be allocated or received, the services provided may be modified or this Agreement may be terminated at any time by MDAQMD after giving GRANTEE (30) days’ notice in writing.
43. Funding Prohibitions for Sectarian Purposes and Non-Public Schools Funds provided under this Agreement shall not be used for sectarian purposes, including but not limited to religious instruction, worship, or the promotion of any religious doctrine. Additionally, no funds shall be allocated to support non-public schools, except as permitted by applicable law.
The GRANTEE shall ensure that all expenditures comply with federal and state regulations prohibiting the use of public funds for religious or private educational institutions.
44. Confidentiality
The Parties acknowledge that information disclosed under this Agreement may be subject to public disclosure laws, including the California Public Records Act (California Government Code Section 7920.000 et seq.).While proprietary, sensitive, or legally protected information will be handled in accordance with applicable laws, neither Party shall disclose non-public information received under this Agreement that has been designated by the other Party as confidential without prior written approval of the other Party, except as required by law. If either Party is required by law to disclose any such information, it shall promptly notify the other Party prior to disclosure, unless prohibited by law.
45. Office of Foreign Assets Control (OFAC) Compliance
GRANTEE certifies that no transactions involve the property or interests in property of an entity or individual listed on the OFAC targeted lists. OFAC publishes lists of targeted individuals, groups, and entities, which can be found at https://home.treasury.gov/policy-issues/office-of- foreign-assets-control-sanctions-programs-and-information. Refer also to the U.S. Department of the Treasury website: https://home.treasury.gov/policy-issues/financial-sanctions/sanctions- programs-and-country-information/ukraine-russia-related-sanctions. The property and interests in property of an entity that is 50 percent or more owned by one or more persons whose property and interests in property are blocked pursuant to any part of 31 C.F.R. chapter V are also blocked, regardless of whether the entity itself is listed. GRANTEE shall comply with all applicable OFAC regulations and sanctions program. If GRANTEE identifies that they are in violation of the sanctions, GRANTEE must notify MDAQMD within 15 calendar days. Any violation of this provision shall be grounds for immediate termination of this Agreement.
Contract # MD0426#05_Victorville Sheriff’s Department_2026_Project 1_eBike Page 16
46. Personality Identifiable Information (PII) Protection GR
ANTEE agrees to comply with all applicable federal, state, and local laws regarding the collection, use, and protection of Personally Identifiable Information (PII). GRANTEE shall implement appropriate measures to safeguard PII from unauthorized access, use, or disclosure, and shall ensure that any PII collected in connection with this Agreement is only used for the purposes specified herein. In the event of a data breach involving PII, GRANTEE shall promptly notify MDAQMD in accordance with applicable law and take all necessary steps to mitigate the breach.
47. G
enAI Use and Reporting
a) “G
enerative AI (GenAI)” means an artificial intelligence system that can generate derived synthetic content, including text, images, video, and audio that emulates the structure and characteristics of the system's training data. (Gov. Code § 11549.64.) b) During the Term of the Grant Agreement, GRANTEE must immediately notify MDAQMD in writing, if they are aware of any work performed under this Grant Agreement that:
a) Will provide GenAI technology as a deliverable to CARB; or, b) Utilizes GenAI, including GenAI from third parties, to complete all or a portion of any deliverable that materially impacts:
i. Functionality of a State system;
ii. Risk to the State; or,
iii. Performance under this Grant Agreement.
For avoidance of doubt, the term “materially impacts” shall have the meaning set forth in State Administrative Manual (SAM) § 4986.2.
c) If MDAQMD or GRANTEE are using GenAI to perform work under this Grant Agreement, MDAQMD and GRANTEE shall:
i. Allow CARB to augment the GenAI training data with CARB data; ii. Track and disclose the quality of the GenAI training data used, and generated data, for any GenAI in relation to this Grant Agreement, using suitable metrics and methods to measure the accuracy, relevance, and bias of the data over time;
iii. Share such metrics and methods, as well as the underlying data and output, with CARB upon request by CARB or at periodic intervals as may be agreed by the Parties;
iv. Provide CARB reasonable access to the GenAI security logs, latency statistics, and other related GenAI security data that affect this Grant Agreement and generated data, at no cost to CARB;
v. Allow CARB to audit, review, or investigate the quality of the GenAI Training Data at any time, subject to reasonable notice and the confidentiality obligations;
vi. Ensure that all generated data that materially impacts deliverables created pursuant to the Grant Agreement contains a digital watermark or other digital identification that clearly identifies that the generated data was created by GenAI; and,
Contract # MD0426#05_Victorville Sheriff’s Department_2026_Project 1_eBike Page 17 vii. Comply with all other applicable laws, regulations, and guidelines concerning the identification of generated data, including but not limited to the California AI Transparency Act (Bus. & Prof. Code §§ 22757 et seq).
e) Failure to comply with the terms of this section to constitute a material breach of the Grant Agreement. CARB/MDAQMD is entitled to seek any and all remedies available to it under law as a result of such breach, including but not limited to termination of the Grant Agreement pursuant to the terms stated herein.
48. E
xhibits
A
ll exhibits referred to herein and attached hereto are fully incorporated by this reference.
49. E
lectronic Signatures
A
n Electronic Signature refers to any representation in electronic form used to express intent, including a typed name placed in a signatory area, a digitized image or copy of a handwritten signature, a scanned signature on a PDF document, a biometric mark, a sound, or a digital signature. An Electronic Signature provides who signed, what was signed, captures intent and consent. If the Parties agree to a transaction by electronic means and are required by law to provide, send, or deliver information in writing, the requirement is satisfied if the information is provided, sent, or delivered in an electronic record, which the recipient can retain at the time of receipt.
B y the action of applying an Electronic Signature to this AGREEMENT, the P arties to the AGREEMENT are certifying their willingness to use electronic signatures and records delivered via electronic means. A signed copy of this AGREEMENT, or any other related ancillary agreement or amendment, transmitted by facsimile, email, electronic signature application, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signature.
Contract # MD0426#05_Victorville Sheriff’s Department_2026_Project 1_eBike Page 18 The Parties so agree.
C
ity of Victorville
D ate:
Keith C. Metzler
City Manager
Mojave Desert Air Quality Management District:
D ate:
Brad Poiriez
Air Pollution Control Officer
Contract # MD0426#05_Victorville Sheriff’s Department_2026_Project 1_eBike Page 19 Grant Description: MD0426#05_Victorville Sheriff’s Department_2026_Project 1_eBike
Project Contact Information (subject to change):
GRANTEE:
Keith C. Metzler
City Manager
14343 Civic Dr.
Victorville, CA 92392
[email protected]
MDAQMD
Grants Section
Mojave Desert Air Quality Management District
14306 Park Avenue
Victorville, CA 92392
760.245.1661
[email protected]
Exhibit A
The award amount for the purchase of 5 eBikes in this Exhibit is not to exceed $40,000.
A. Project Description:
An application was submitted by City of Victorville to purchase equipment for use by the Victorville Police Department, located at 14200 Amargosa Road, Victorville, CA 92392 See Table 1.
Table 1: Project Information
New
Equipment
% Operation
in
MDAQMD
Project
Implementation
(years)
Grant
Award ($)
ATR 528
Police eBike
100% Three (3) years $40,000
*Expected annual operation must be at least 70% of the historical level of operation claimed in the grant application.
B. Project Requirements:
Project Task 1: Applicant shall notify MDAQMD as soon as feasible when new equipment is put into service.
Project Task 2: MDAQMD will, upon receipt of notification, schedule a post-inspection site visit to ensure that the new equipment has been received and is in working order.
Project Task 3: Grantee will submit a request for reimbursement to the MDAQMD as soon as is feasible. Such application will contain the following information:
Project Task 3.1: A copy of the final invoice and grantee’s receipt for payment in full to the vendor.
Project Task 3.2: Proof of insurance for the new equipment for the initial year of the project life.
C. Project Monitoring:
Monitoring Task 1: Applicant will provide the following on an annual basis within 30 days of the completed date of the project each year of the project life Three (3) years.
Exhibit A
Monitoring Task 1.1: Proof of insurance for the new equipment. for the next annual operational period.
Monitoring Task 1.2: A completed reporting sheet (copy attached). The annual report will be due annually on the date the post-inspection is conducted.
Monitoring Task 1.3: A written statement documenting any operational and/or maintenance issues encountered.
Monitoring Task 1.4: General feedback (if any) regarding the new equipment for the life of the project.
• Note, funded projects will be required to provide certificates of insurance endorsing the District as additionally insured for this project for General Liability and Property Insurance that covers the replacement cost of the new equipment for the life of the project. When these policies, as well as your Worker’s Compensation policy are renewed or changed, updated certificates must be submitted to the APCD until the Grant Agreement expires.
• Grantee will receive a 1099 form from the MDAQMD.
• The MDQMD reserves the right to conduct site visits as required to verify the information provided.
D. Project Promotion:
Upon request from the MDAQMD, City of Victorville agrees to help organize a media event to help promote the MDAQMD’s clean air efforts by providing the following:
• A press release.
• Invitations to the Press, City and local officials, the MDAQMD and other persons as recommended by the MDAQMD
• A photo opportunity with the new clean air equipment.
City of Victorville also consents to place MDAQMD decals promoting the clean air project on the new equipment.
E. Project Contact
For project questions please contact:
Grants Section
Mojave Desert Air Quality Management District
14306 Park Avenue
Victorville, CA 92392
760.245.1661
[email protected]
Exhibit A
F. Project Cancellation:
If a complete reimbursement requests pursuant to item B.3. have not been submitted by Project Completion Date, June 30, 2027 then the contract may be terminated and the funds returned to the grant pool for disbursement to others.
Project Completion Date is the time frame starting with the date of execution of the contract to the date the project post-inspection confirms that the project has become operational. This includes the time period when an engine, equipment, or vehicle is ordered, delivered and installed.