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HomeMy WebLinkAbout2014 CON County of San Diego - Nutrition Center - HVAC Refrigerator GrantCounty office use only P — 1001838 0— 15650 E— 53664 T — 007 A — 100123 Supplier #— 1114069 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 California (County), and City of National City, a California Municipal Corporation (Grantee), on May 6, 2014 with effective date of March 11, 2014. WHEREAS, the County wishes to reinvest taxpayer funds in the community to benefit the public by providing grant funds to 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. (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 Rev. 12/31/13 1 2014 GRANT 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) (g) Grantee shall not donate any portion of this Grant to a third party. 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: Rev. 12/31/13 2 2014 GRANT AGREEMENT County: Chief Financial Officer Office of Financial Planning County of San Diego 1600 Pacific Highway Room 352 San Diego, CA 92101 Grantee: Carlos Aguirre Community Development Manager City of National City 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 Paragraph Rev. 12/31/13 3 2014 GRANT AGREEMENT 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. 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. Rev. 12/31/13 4 2014 GRANT AGREEMENT 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 By: Chief Fina"i fficer or Designated Representative Ebony N. Shelton, Director Office of Financial Planning GRANT Bv: on Morrison, Mayor Date June 18, 2014 ved as to form: is G. Si Attorne City of Nati tty [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 Rev. 12/31/13 5 2014 GRANT AGREEMENT RESOLUTION NO. 2014 — 55 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY ACCEPTING A GRANT FROM THE COUNTY OF SAN DIEGO IN THE AMOUNT' OF $50,000 TO ASSIST WITH COSTS ASSOCIATED WITH A CAPITAL IMPROVEMENT PROJECT TO REPLACE THE ROOF HVAC EQUIPMENT AND WALK-IN REFRIGERATOR AT THE GEORGE H. WATERS NUTRITION CENTER LOCATED AT 1415 D AVENUE, AUTHORIZING THE MAYOR TO EXECUTE THE GRANT AGREEMENT, AND AUTHORIZING THE ESTABLISHMENT OF FUND APPROPRIATIONS AND A CORRESPONDING REVENUE BUDGET IN THE AMOUNT OF THE GRANT WHEREAS, on May 7, 2013 the City Council awarded $75,000 in FY2013-14 Community Development Block Grant (CDBG) funds to the George H. Waters Nutrition Center to replace a walk-in refrigerator unit; and WHEREAS, the estimated total cost of for removing and replacing the refrigerator, including renting a temporary refrigerator unit and project management fees, is $98,720; and WHEREAS, the Nutrition Center is also in need of heating, ventilation, and air conditioning (HVAC) system repairs that will cost approximately $46,256; and WHEREAS, on February 4, 2014, the City Council awarded an additional $70,000 of CDBG funds to the project to complete the installation of the refrigerator unit and complete the HVAC system repairs; and WHEREAS, on March 11, 2014, the San Diego County Board of Supervisors allocated grant funding to the City of National City in the amount of $50,000 to assist with the costs associated with replacing the roof HVAC equipment and walk-in refrigerator; and WHEREAS, the funds allocated by the County will substitute $50,000 of Community Development Block Grant (CDBG) funds previously allocated on February 4, 2014 to the project; and NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby accepts the award of grant funds in the amount of $50,000 from the County of San Diego to assist with the costs associated with replacing the roof HVAC equipment and walk-in refrigerator at the George H. Waters Nutrition Center. BE IT FURTHER RESOLVED that the City Council hereby authorizes the Mayor to execute the Grant Agreement with the San Diego County for the grant funds. BE IT FURTHER RESOLVED that the City Council hereby authorizes the appropriation in the amount of $50,000 to the FY 2013-2014 George H. Waters Nutrition Center Program project under account number 001-409-500-598-0000 and a corresponding revenue budget. [Signature Page to Follow] Resolution No. 2014 — 55 Page Two PASSED and ADOPTED this 6th day of May, 20 on orrison, Mayor ATTEST: 101/6/ Michael R. Dalla, Ci y Clerk AP •' ROVED AS TO FORM: Cla dia G. Si City Attorney Passed and adopted by the Council of the City of National City, California, on May 6, 2014 by the following vote, to -wit: Ayes: Councilmembers Cano, Morrison, Natividad, Rios, Sotelo-Solis. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California City Clerk of the City of National City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2014-55 of the City of National City, California, passed and adopted by the Council of said City on May 6, 2014. City Clerk of the City of National City, California By: Deputy CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT cac»-�'t a0-\-\•ra% :ETING DATE: May 6, 2014 AGENDA ITEM NO. 6 ITEM TITLE: Resolution of the City Council of the City of National City accepting a grant, authorizing the Mayor to execute a Grant Agreement for $50,000 with the County of San Diego, and authorizing the establishment of appropriations and the corresponding revenue budget to assist with costs associated with a capital 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. PREPARED BY: Carlos Aguirre, Community Dev. Mgr DEPARTMENT: Housing, Grants, & Asset Management PHONE: 619-336-4391 APPROVED BY: EXPLANATION: The County of San Diego Board of Supervisors wishes to reinvest taxpayer funds in the community to benefit the public by providing grant funds that assist in meeting the social, cultural and recreational needs of County residents. On March 11, 2014, the Board of Supervisors granted to the City of National City $50,000.00 as set forth in the attached Neighborhood Reinvestment Program Grant Agreement. The funding would assist with the costs associated with replacing the roof HVAC equipment and walk-in refrigerator at the George H. Waters Nutrition Center located at 1415 D Avenue in National City. The funds will substitute $50,000.00 of Community Development Block Grant (CDBG) funds previously allocated to the project under account 301-409-500-598-1599. Said CDBG funds will be reallocated toward CDBG activities listed on the Fiscal Year 2014-2015 Annual Action Plan to the U.S. Department of Housing and Urban Development. FINANCIAL STATEMENT: ACCOUNT NO. Revenue 001-41429-3470 County Grants Expenditure 001-409-500-598-1599 George H. Waters Nutrition Program ENVIRONMENTAL REVIEW: Not applicable. APPROVED: t 'l ORDINANCE: INTRODUCTION: FINAL ADOPTION: Finance STAFF RECOMMENDATION: Adopt the resolution. BOARD / COMMISSION RECOMMENDATION: Not applicable. ,ATTACHMENTS: 1. Neighborhood Reinvestment Program Grant Agreement between the County of San Diego and the City of National City Attachment No. 1 DRAFT Agreement County office use only P—1001838 0— 15650 — 53664 T — 007 A— 100123 Supplier # — 1114069 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. Rev. 12/31/13 2014 (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 1 AGREEMENT NRP: Pink 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. (t) (g) Grantee shall not donate any portion of this Grant to a third party. 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: Rev. 12/31/13 2 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 Aereement 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 Rev. 12/31/13 3 Attachment No. 1 DRAFT Agreement 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. Rev. 12/31/13 4 Attachment No. 1 DRAFT Agreement 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. By: Date 2. By: Print Name and Title 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.) Rev. 12/31/13 5 Return This Agreement RESOLUTION NO. 2014 — RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY ACCEPTING A GRANT FROM THE COUNTY OF SAN DIEGO IN THE AMOUNT' OF $50,000 TO ASSIST WITH COSTS ASSOCIATED WITH A CAPITAL IMPROVEMENT PROJECT TO REPLACE THE ROOF HVAC EQUIPMENT AND WALK-IN REFRIGERATOR AT THE GEORGE H. WATERS NUTRITION CENTER LOCATED AT 1415 D AVENUE, AUTHORIZING THE MAYOR TO EXECUTE THE GRANT AGREEMENT, AND AUTHORIZING THE ESTABLISHMENT OF FUND APPROPRIATIONS AND A CORRESPONDING REVENUE BUDGET IN THE AMOUNT OF THE GRANT WHEREAS, on May 7, 2013 the City Council awarded $75,000 in FY2013-14 Community Development Block Grant (CDBG) funds to the George H. Waters Nutrition Center to replace a walk-in refrigerator unit; and WHEREAS, the estimated total cost of for removing and replacing the refrigerator, including renting a temporary refrigerator unit and project management fees, is $98,720; and WHEREAS, the Nutrition Center is also in need of heating, ventilation, and air conditioning (HVAC) system repairs that will cost approximately $46,256; and WHEREAS, on February 4, 2014, the City Council awarded an additional $70,000 of CDBG funds to the project to complete the installation of the refrigerator unit and complete the HVAC system repairs; and WHEREAS, on March 11, 2014, the San Diego County Board of Supervisors allocated grant funding to the City of National City in the amount of $50,000 to assist with the costs associated with replacing the roof HVAC equipment and walk-in refrigerator; and WHEREAS, the funds allocated by the County will substitute $50,000 of Community Development Block Grant (CDBG) funds previously allocated on February 4, 2014 to the project; and NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby accepts the award of grant funds in the amount of $50,000 from the County of San Diego to assist with the costs associated with replacing the roof HVAC equipment and walk-in refrigerator at the George H. Waters Nutrition Center. BE IT FURTHER RESOLVED that the City Council hereby authorizes the Mayor to execute the Grant Agreement with the San Diego County for the grant funds. BE IT FURTHER RESOLVED that the City Council hereby authorizes the appropriation in the amount of $50,000 to the FY 2013-2014 George H. Waters Nutrition Center Program project under account number 001-409-500-598-0000 and a corresponding revenue budget. [Signature Page to Follow] Resolution No. 2014 — Page Two PASSED and ADOPTED this 6th day of May, 2014. Ron Morrison, Mayor ATTEST: Michael R. Dalla, City Clerk APPROVED AS TO FORM: Claudia G. Silva City Attorney