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Attachment No. 1 DRAFT Agreement
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A— 100123
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NEIGHBORHOOD REINVESTMENT PROGRAM
GRANT AGREEMENT BETWEEN
THE COUNTY OF SAN DIEGO
AND City of National City
This Grant Agreement is entered into between the County of San Diego, a political subdivision of the State of
California (County), and City of National City, a Non -Profit California Corporation (Grantee), on
with an effective date of 03/11/2014.
WHEREAS, the County wishes to reinvest taxpayer funds in the community to benefit the public by providing
grant funds to community -based organizations that assist in meeting the social, cultural and recreational needs of
County residents; and
WHEREAS, the Board of Supervisors may allocate grant funding for purchases, programs or events that will
occur either subsequent to the Board's action to approve the grant or that have occurred prior to the Board's approval
date; and
WHEREAS, on 03/11/2014 (17), the Board of Supervisors allocated the grant funding set forth in this
Agreement for the purpose described in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises contained herein and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Amount of Grant. The County agrees to pay to Grantee an amount of $50,000.00. Under no
circumstances is County obligated to pay Grantee more than this amount. County shall pay Grantee after
County receives a signed copy of this Agreement from Grantee.
2. Purpose of Grant. Grantee shall use the grant funds provided by County under this Agreement solely for
the following purpose: to assist with costs associated with an improvement project to replace the roof,
HVAC equipment, and walk-in refrigerator at the George H. Waters Nutrition Center located at
1415 D Avenue in National City.
3. Term of Agreement. The term of this Agreement shall be for 13 months starting on the effective date as
specified above.
4. Deadline for Use of Grant Funds and Documentation of Expenditures.
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(a) Grantee shall spend all grant funds provided by the County for the purposes specified in
Paragraph 2 within 12 months of the effective date of this Agreement as specified above.
(b) Grantee shall complete the Documentation of Grant Expenditures form provided by the
County's administrator, setting forth Grantee's total actual expenditures of the grant funds
provided under this Agreement. Grantee shall submit this completed form and the related
documentation including, but not limited to, invoices/receipts, credit card statements, check
stubs, check copies, copy of canceled checks, copy of bank statements, etc. to the County's
administrator promptly after spending the grant funds, but in no event later than 30 days after
the end of the Term of Agreement specified above. If the parties agree to extend the Term of
Agreement, Grantee shall submit this expenditure documentation before the end of the extended
Term. If County's administrator requests additional information regarding Grantee's expenditure of
the grant funds, Grantee shall promptly submit the requested information to County's administrator.
(c) If after reviewing Grantee's expenditure documentation, the County's administrator:
(i) determines that the Grantee failed to spend all of the grant funds;
(ii) disallows any expenditure by Grantee; or
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AGREEMENT
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Attachment No. 1 DRAFT Agreement
(iii) determines that the grant funds provided exceed Grantee's total actual expenditures authorized
under this Agreement;
Grantee shall refund to the County the amount specified by the County's administrator. Grantee shall
make this refund within fifteen (15) business days after receiving a written request for refund from the
County's administrator. In its sole discretion, the County may offset the refund amount from any payment
due to or to become due to Grantee under this Agreement or any other agreement with the County.
(d) If Grantee fails to provide the required documentation of expenditures as required in
Subparagraph (b) above, the County's administrator may request Grantee to refund to the
County all or any portion of the grant funds provided under this Agreement. Within fifteen (15)
business days of receipt of a written request for a refund, Grantee shall refund to the County the
amount specified by the County's administrator. Grantee's failure to comply with this refund
requirement shall constitute a material breach of this Agreement.
(e) Expenditures incurred by the Grantee prior to the effective date of this Agreement for the purpose
specified in Paragraph 2 are not eligible expenditures under Subparagraph (b) above.
(f) If Grantee fails to use all grant funds as specified in Paragraph 2 above before the deadline specified
in Subparagraph (a) above, Grantee may request an extension of the Term. Grantee shall make any
such request in writing at least two weeks before the deadline specified in Subparagraph (a) above.
Grantee and the County's administrator may agree in writing to extend the Term of Agreement to
allow Grantee additional time to spend the grant funds for the purpose specified in Paragraph 2.
5. Restrictions on Use of Grant Funds.
(a) Grant funds shall not be used for any purposes prohibited by laws governing the use of public funds,
including but not limited to, religious, political campaigning, or purely private purposes or activities.
(b) Any Grantee that provides or participates in any activity for which public funds may not be used, such
as religious activities, shall inform the County of this activity prior to accepting any grant funds.
Grantee shall ensure that no grant funds awarded pursuant to the agreement are used to support in any
manner said activity.
(c) Grantee shall not spend any part of the grant amount on the fund raising activities.
(d) Grantee shall not spend any part of the grant amount on food or beverages.
(e) Grantee may not include in its Documentation of Grant Expenditures report under this Agreement any
expenditures for which Grantee has received or is or will be claiming funding from any other source.
Grantee's failure to comply with this requirement shall constitute a material breach of this Agreement.
(f) Grantee shall not donate any portion of this Grant to a third party.
(g)
Grantee shall not assign or transfer any interest in this Agreement (whether by assignment or novation),
without the prior written consent of the County.
6. Administrator of Agreement. The Office of Financial Planning, under the Chief Financial Officer, shall
administer this Agreement on behalf of the County, and Carlos Aguirre at (619) 336-4391 shall
administer it on behalf of Grantee.
7. Notice. All communications from Grantee to the County shall be sent to the Chief Financial Officer as
listed below. Any notice or notices or other documentation required or permitted to be given pursuant to
this Agreement may be personally served on the other party by the party giving such notice, or may be
served by certified mail, postage prepaid, return receipt requested, to the following addresses:
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Attachment No. 1 DRAFT Agreement
County: Chief Financial Officer
Office of Financial Planning
County of San Diego
1600 Pacific Highway Room 352
San Diego, CA 92101
Grantee: City of National City
City of National City National City branch
1243 National City Blvd
National City, CA 91950
8. Audit and Inspection of Records. At any time during normal business hours and as often as the County
may deem necessary, the Grantee shall make available to the County for examination all of its records
with respect to all matters covered by this Agreement and will permit the County to audit, examine and
make excerpts or transcripts from such records, and make audits of all invoices, materials, payrolls,
records of personnel and other data relating to all matters covered by this Agreement. Unless otherwise
specified by the County, said records should be made available for examination within San Diego County.
Grantee shall maintain such records in an accessible location and condition for a period of not less than
four years following Grantee's submission of the Documentation of Grant Expenditures report under this
Agreement unless County agrees in writing to an earlier disposition. The State of California or any
Federal agency having an interest in the subject of this Agreement shall have the same rights conferred
upon County by this Agreement.
9. Termination of Agreement for Cause. If Grantee fails to perform its obligations according to this
Agreement, the County may send Grantee a written notice of default that specifies the nature of the default.
Grantee shall cure the default within fifteen (15) business days following receipt of the notice of default. If
Grantee fails to cure the default within that time, the County may terminate this Agreement by giving
Grantee written notice of immediate termination. Upon termination, Grantee shall promptly provide
County's administrator with Documentation of Grant Expenditures setting forth Grantee's total actual
expenditures for the purpose of the grant as of the effective date of termination. Grantee shall promptly
refund to County all funds County paid to Grantee under this Agreement that exceed Grantee's total actual
expenditures made in conformance with this agreement, as determined by County's administrator, as of the
effective date of termination. The County may also seek any and all legal and equitable remedies against
Grantee for breaching this Agreement.
10. Termination for Convenience of County. County may terminate this Agreement at any time by giving
written notice to Grantee of such termination and specifying the effective date thereof at least 30 days
before the effective date of such termination. On or before the date of termination, Grantee shall provide
County's administrator with Documentation of Grant Expenditures setting forth Grantee's total actual
expenditures for the purpose of the grant as of the effective date of termination. Grantee shall promptly
refund to County all funds County paid to Grantee under this Agreement that exceed Grantee's total actual
expenditures for the purpose of the grant, as determined by County's administrator, as of the effective date
of termination.
11. Termination for Convenience of Grantee. Grantee may terminate this Agreement at any time by giving
written notice to County's administrator of such termination and specifying the effective date thereof at least
60 days before the effective date of such termination. On or before the date of termination, Grantee shall
provide County's administrator with Documentation of Grant Expenditures setting forth Grantee's total
actual expenditures for the purpose of the grant as of the effective date of termination. Grantee shall
promptly refund to County all funds County paid to Grantee under this Agreement that exceed Grantee's
total actual expenditure for the purpose of the grant, as determined by County's administrator, as of the
effective date of termination.
12. Interest of Grantee. Grantee covenants that Grantee presently has no interest, including, but not limited to,
other projects or independent contracts, and shall not acquire any such interest, direct or indirect, which
would conflict in any manner or degree with Grantee's completing the purpose of the grant as specified in
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Paragraph 2. Grantee further covenants that in the performance of this Agreement, no person having any
such interest shall be employed or retained by Grantee.
13. Publication, Reproduction and Use of Material. No material produced, in whole or in part, under this
Agreement shall be subject to copyright in the United States or in any other Country. The County shall
have unrestricted authority to publish, disclose, distribute, and otherwise use, in whole or in part, any
reports, data or other materials prepared under this Agreement.
14. Insurance. Grantee shall maintain insurance against claims or injuries to person or damages to property
that may arise from or in connection with the use of the grant funds by Grantee, its agents, representatives,
employees, volunteers or subcontractors. The cost of such insurance shall be borne by Grantee and
coverage limits shall be a minimum of $1,000,000 General Liability per occurrence/$1,000,000 aggregate
for operations, products and completed operations for bodily injury, personal injury and property damage;
$500,000 Automobile Liability per accident for bodily injury and property damage; and Workers'
Compensation and Employers Liability Insurance as required by the California Labor Code. County shall
retain the right at any time to review the coverage and amount of insurance required.
15. Independent Capacity. In the performance of this Agreement, Grantee and its agents, employees and
volunteers shall act in an independent capacity and not as officers, employees, agents or volunteers of the
County. This Agreement does not create an employment relationship between Grantee and the County.
16. Equal Opportunity. Grantee will not discriminate against any employee, or against any applicant for such
employment because of age, race, color, religion, physical handicap, ancestry, sex, or national origin. This
provision shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer;
recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation;
and selection for training, including apprenticeship.
17. Defense and Indemnity. To the fullest extent permitted by law, County shall not be liable for, and
Grantee shall defend and indemnify County and its officers, agents, employees and volunteers
(collectively, "County Parties") against any and all claims, deductibles, self -insured retention's, demands,
liability, judgments, awards, fines, mechanics' liens or other liens, labor disputes, losses, damages,
expenses, charges or costs of any kind or character, including attorneys' fees and court costs (collectively,
"Claims"), which arise out of or are in any way connected to County's provision of grant funds and/or
Grantee's use of grant funds under this Agreement arising either directly or indirectly from any act, error,
omission or negligence of Grantee or its officers, employees, volunteers, agents, contractors, licensees or
servants, including without limitation, Claims caused by the sole passive negligent act or the concurrent
negligent act, error or omission, whether active or passive, of County Parties. Grantee shall have no
obligation, however, to defend or indemnify County Parties from a Claim if it is determined by a court of
competent jurisdiction that such Claim was caused by the sole active negligent act or willful misconduct of
County Parties.
18. Governing Law. This Agreement shall be construed and interpreted according to the laws of the State of
California.
19. Complete Agreement. This Agreement constitutes the entire agreement between Grantee and County
regarding the subject matter contained herein. All other representations, oral or written, are superseded by
this Agreement. Neither party is relying on any representation outside of this Agreement. This Agreement
may be changed only by written amendment signed by both parties.
20. Waiver. The failure of either party to enforce any term, covenant or condition of this Agreement shall not
be construed as a waiver of that party's right to subsequently enforce this, or any other term, covenant or
condition of this Agreement. No waiver shall be deemed effective unless the waiver is expressly stated in
writing and signed by the party waiving the right or benefit.
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21. Consultation with Counsel. Each party has had the opportunity to consult with independent legal
counsel of its own choosing before executing this Agreement and has executed this Agreement without
fraud, duress, or undue influence of any kind.
22. Interpretation. The provisions of this Agreement shall be liberally construed to effectuate its purpose.
The language of all parts of this Agreement shall be construed simply according to its plain meaning and
shall not be construed for or against either party.
23. Corporation Qualified to Do Business in California. If Grantee is a California corporation, Grantee
warrants that it is a corporation in good standing and is currently authorized to do business in California.
24. Terms and Conditions Survive Expiration of Term of Agreement. Unless otherwise specified herein,
all terms and conditions of this Agreement shall survive the expiration of the Term of Agreement specified
in Paragraph 3 above or the termination of this Agreement under Paragraphs 6, 7, or 8 above.
25. Remedies. The rights and remedies in this Agreement are in addition to, and not a limitation on, all other
rights and remedies available at law or in equity, and exercise of one right or remedy shall not be deemed
a waiver of any other right or remedy.
26. Recognition. If Grantee chooses to give written recognition of this grant, Grantee shall recognize the
County of San Diego and not one or more individual County Supervisors.
WHEREFORE, the parties execute this Agreement on the date first written above.
COUNTY OF SAN DIEGO GRANTEE
By:
Chief Financial Officer
or Designated Representative
Ebony N. Shelton, Director
Office of Financial Planning
1.
2.
By: Date
Print Name and Title
By: Date
Print Name and Title
[Note: if Grantee is a California non-profit corporation, provide 1 signature from each of the following 2 groups:
(1) Executive Group: President, Vice -President or Chairman of the Board; and
(2) Management Group: Secretary, Assistant Secretary, Treasurer or Chief Financial Officer.]
(Corp. Code § 5214.)
Return This Agreement
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