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HomeMy WebLinkAboutAgenda Report - May 18, 2022 C-17CITY OF AGENDA ITEM • 17 A CALIFORNIA COUNCIL COMMUNICATION AGENDA TITLE: Adopt Resolution Authorizing City Manager to Execute the San Joaquin Valley Air Pollution Control District Public Benefit Grants Program Funding Agreement for the Purchase of Two Zero Motorcycles and Appropriate Funds ($51,387) MEETING DATE: PREPARED BY: May 18, 2022 Chief of Police RECOMMENDED ACTION: Adopt resolution authorizing the City Manager to execute the San Joaquin Valley Air Pollution Control District Public Benefit Grants Program Funding Agreement for the purchase of two Zero motorcycles and appropriate funds in the amount of $51,387. BACKGROUND INFORMATION: On May 19, 2021 the City Council authorized the City Manager to apply for the San Joaquin Valley Air Pollution Control District Alternative Fuel Grant to purchase clean air vehicles. The application was approved and the Lodi Police Department has been awarded the Alternative Fuel Grant for the purchase of two Zero motorcycles at a cost of $51,386.79. The Lodi Police Department staff chose the Zero Motorcycles because of their reliability, low maintenance, battery range, and capacity. The DSRP NA ZF14.4 is an electric motorcycle with a police package. It has a top speed of 102 mph and can travel a maximum of 196 miles per charge. These motorcycles will be used by our traffic unit for traffic, DUI, and special event enforcement. Staff requests that the City Council authorize the City Manager to execute the Funding Agreement for the purchase of two Zero DSRP NA ZF14.4, an electric motorcycle, and appropriate funds in the amount of $51,387. If funds are not expended by the end of the fiscal year 2022, funding will roll forward to the next fiscal year. FISCAL IMPACT: San Joaquin Valley Air Pollution Control District grant funds will be used to purchase Zero motorcycles ($40,000). Appropriate additional funds from the vehicle replacement fund in the amount of $11,387. APPROVED: Steve SChWabauer Stephen Schwabauer, City Manager Adopt Resolution Authorizing City Manager to Execute the San Joaquin Valley Air Pollution Control District Public Benefit Grants Program Funding Agreement for the Purchase of Two Zero Motorcycles and Appropriate Funds ($51,387) May 18, 2022 Page 2 FUNDING AVAILABLE: PD Miscellaneous Grants - 21600000.56401 (revenue) - $40,000 PD Miscellaneous Grant - 21699000.77040 (expense) - $40,000 Vehicle Replacement Fund — 64399100.77040 (expense) - $11,387 Andrew Keys Andrew Keys Deputy City Manager/Internal Services Director Sierra Brucia Chief of Police Signature: Oovj, ''r Email: akeys@lodi.gov Signature: Email: sschwabauer@lodi.gov ii DocuSign Envelope ID: BC729BBO-C953-4AOF-B4F3-5FBC4D446B6C 1 2 3 4 5 6 7 8 a 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SJVUAPCD 1990 East Gettysburg Fresno, CA 93726 (559) 230-6000 Agreement No. G -113724-A1 SAN JOAQUIN VALLEY UNIFIED AIR POLLUTION CONTROL DISTRICT PUBLIC BENEFIT GRANTS PROGRAM FUNDING AGREEMENT (New Alternative Fuel Vehicle Purchase) This Agreement is made and entered into this day of , by and between the SAN JOAQUIN VALLEY UNIFIED AIR POLLUTION CONTROL DISTRICT, a unified air pollution control district formed pursuant to California Health and Safety Code section 40150 et seq. (District), and City of Lodi (Participant). WITNESSETH: WHEREAS, the California Clean Air Act (CCAA) requires local air pollution control districts to reduce emissions from motor vehicles; WHEREAS, AB 2766, AB 923, SB 709, and AB 2522 authorize districts to impose fees upon certain registered motor vehicles within the district, and the governing board of the District has imposed said fees; WHEREAS, said legislation requires District to use said funds for activities related to reduce air pollution from motor vehicles and for related planning, monitoring, enforcement, and technical studies necessary for the implementation of the California Clean Air Act of 1988; and WHEREAS, the District has developed other funding mechanisms in order to provide grant monies for its incentive programs; and WHEREAS, on August 11, 2011, the District began accepting applications to approve for funding those projects deemed to be most suitable for vehicle license fees and other funding; and WHEREAS, Participant has proposed a project that meets the eligibility criteria of the Public Benefit Grants Program, New Alternative Fuel Vehicle Purchase Component and has been approved by the District for funding; and 1 CezIi[c3PZI F`I 11 DocuSign Envelope ID: BC729BBO-C953-4AOF-B4F3-5FBC4D446B6C 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SJVUAPCD 1990 East Gettysburg Fresno, CA 93726 (559) 230-6000 WHEREAS, Participant represents that it is willing and able to perform the I I activities set forth herein. NOW, THEREFORE, based on their mutual promises, covenants, and conditions, the parties hereby agree as follows: 1. PROJECT The Participant agrees to purchase and place into service the type and number of new alternative fuel vehicle(s) as set forth in the application attached hereto and incorporated herein as Exhibit A. Participant agrees, that at the date of execution of this Agreement, Participant has not yet purchased, taken possession, or ordered said vehicle(s) and agrees to furnish all labor, materials, equipment, licenses, permits, fees, and other incidentals necessary to perform and complete, per schedule, in a professional manner, the requirements described herein. Participant agrees and represents that purchase of the specified vehicle(s) subject of this Agreement is/are not required by or to be used for compliance with any local, state, or federal rule or regulation, settlement agreement, mitigation agreement, memorandum of understanding (MOU), memorandum of agreement (MOA), or other legal mandate currently in effect. Participant waives all rights to any emission reduction credits that may accrue as a result of purchase of the specified vehicle(s). In the event of any conflict between or among the terms and conditions of this Agreement and the exhibit incorporated herein, such conflict shall be resolved by giving precedence in the following order of priority: 12. 1. To the text of this Agreement 2. Exhibit to this Agreement TIMETABLE/PERIOD OF PERFORMANCE Participant shall purchase and place the new alternative fuel vehicle(s) into service, and submit all final claims as outlined in Paragraph 3, no later than one (1) year from the execution date of this Agreement. If the Participant cannot meet the project timetable as set forth herein, the Participant must notify the District in writing 2 G -113724-A1 ii DocuSign Envelope ID; BC729BBO-C953-4AOF-B4F3-5FBC4D446B6C 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SJVUAPCD 1990 East Gettysburg Fresno, CA 93726 (559) 230-6000 and request to amend the Agreement to provide the Participant additional time to meet all performance requirements under the Agreement. Such request is subject to review and approval by the District. Participant agrees to amend the Agreement as necessary, if requested by the District, to ensure the project is completed within the timetable approved by the District. A. Agreement Period: The Participant shall own and operate the new alternative fuel vehicle(s) purchased under this Agreement according to the terms of this Agreement for no less than three (3) years from the date in which the vehicle(s) is/are first placed into service. 3. COMPENSATION The total obligation of the District under this Agreement shall not exceed Twenty Thousand And 00/100 dollars ($20,000.00) for the purchase of the new alternative fuel vehicle(s) identified in Exhibit A. The maximum funding provided per vehicle is limited to the corresponding Eligible Amount identified in Exhibit A. Participant shall obtain through other sources sufficient additional monies to fund the total cost of the vehicle(s) as outlined in Exhibit A. In the event funding from other sources for the total cost of the vehicle(s) is not received by Participant, District reserves the right to terminate or re -negotiate this Agreement. A. Payments: Advance payments shall not be permitted. The District shall issue payment to Participant upon receipt of a properly supported and verified claim for payment as specified in the Public Benefit Grants Program, New Alternative Fuel Vehicle Purchase Component payment procedures document. The payment procedures document shall be provided to Participant by the District. Payment is for reimbursement to the Participant for the purchase of new alternative fuel vehicle(s) and funding shall only be allowed toward the purchase of the specific vehicle(s) described in Exhibit A. The District reserves the right to reduce the funding paid to the Participant if it is determined that the actual invoiced costs paid by the Participant for the purchase of the new vehicle(s) is/are less than the Total Eligible Amount specified in Exhibit A. 3 CeaIBUZ.WIN l ii DocuSign Envelope ID: BC729BBO-C953-4AOF-B4F3-5FBC4D446B6C 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SJVUAPCD 1990 East Gettysburg Fresno, CA 93726 (559) 230-8000 The District also reserves the right to reduce the funding if the Participant receives or will receive co -funding from a third party that, in addition to the District's funding, exceeds the total invoiced cost(s) of the new alternative fuel vehicle(s) purchased under this Agreement. Participant is required to disclose all such information to the District prior to the execution date of this Agreement. The Participant will not be reimbursed by the District for the purchase of the new alternative fuel vehicle(s) if the Participant has purchased, taken possession, or ordered the said new vehicle(s) prior to the execution date of this Agreement. Concurrently with the submission of any claim for payment, Participant shall certify (through copies of invoices issued, checks, receipts, and the like) that complete payment has been made or invoiced. Participant understands that any payment received from the District to fund the vehicle(s) in this Agreement may be subject to taxation and the District will issue a form 1099 to the Participant. Any tax liability on the funds provided by the District shall be the sole responsibility of the Participant. B. Surplus Funds: Any compensation, which is not expended by Participant pursuant to the terms and conditions of this Agreement by the project completion date, shall automatically revert to District. Only expenditures incurred by Participant in the direct performance of this Agreement will be reimbursed by District. 4. NON -ALLOCATION OF FUNDS The terms of this Agreement are contingent on the approval and receipt of funds by the appropriating government agency. Should sufficient funds not be allocated, the services provided may be modified or this Agreement terminated at any time by giving Participant thirty (30) days' prior written notice. 5. ANNUAL REPORTING Participant shall submit annual reports on the vehicle(s) that include the following information: 1. Participant contact information; M 105119 rezUy ii DocuSign Envelope ID: BC729BBO-C953-4AOF-B4F3-5FBC4D446B6C 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SJVUAPCD 1990 East Gettysburg Fresno, CA 93726 (559) 230-6000 2. Proof of current California registration for the new alternative fuel vehicle(s); 3. Proof of insurance as required by paragraph 11. 4. Annual miles or hours traveled (including mileage/activity or hour/activity logs for documentation); 5. Summary of maintenance performed; 6. Any other pertinent information requested by the District on a form to be provided to the Participant by the District. Annual reporting will be required for three (3) subsequent years following the purchase of the new alternative fuel vehicle(s). The first year annual report is due on the anniversary date of when the new alternative fuel vehicle(s) was/were first placed into service and for each ensuing year thereafter. Noncompliance with the reporting requirements shall result in on-site monitoring by District personnel and will impact the Participant's ability to receive funding from the District for future projects. Participants with annual reports more than six (6) months late will not be granted any additional grant funds from the District until all reports are satisfactorily submitted. The District or representative designated by the District reserves the right to monitor the vehicle(s), enforce the terms of this Agreement at any time during the Agreement Period specified in subparagraph 2.A, and pursue repayment of funds for non-compliance within the terms and conditions of this Agreement or applicable state laws or regulations. 6. TERMINATION A. Breach of Agreement: District may immediately suspend or terminate this Agreement, in whole or in part, where in the determination of District there Is: 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 annual report submitted 5 G -113724-A1 ii DocuSign Envelope ID: BC729BBO-C953-4AOF-B4F3-5FBC4D446B6C 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SJVUAPCD 1990 East Gettysburg Fresno, CA 93726 (559) 230-6000 to the District; In no event shall any payment by District constitute a waiver by District of any breach of this Agreement or any default, which may then exist on the part of Participant. Neither shall such payment impair or prejudice any remedy available to the District with respect to the breach or default. District shall have the right to demand of Participant the repayment to the District of any funds disbursed to Participant under this Agreement which in the judgment of District were not expended in accordance with the terms of this Agreement. Participant shall promptly refund any such funds upon demand. In addition to immediate suspension or termination, District may impose any other remedies available at law, in equity, or otherwise specified in this Agreement. The District may prohibit Participant from participating in all other District and State grant programs in the future. B. Without Cause: Either party may terminate this Agreement at any time upon giving the other party at least thirty (30) days' advance written notice of intention to terminate. The District shall have the right to demand prompt repayment of a portion or all monies expended under this Agreement as provided in paragraph 3 if the Participant does not meet all obligations under this Agreement upon such termination. 7. MODIFICATION Any matters of this Agreement may be modified from time to time by the written consent of all the parties without in any way affecting the remainder. 8. INDEPENDENT CONTRACTOR In performance of the work, duties, and obligations assumed by Participant (also referred to in this section as `Contractor') under this Agreement, it is mutually understood and agreed that Contractor, including any and all of Contractor's officers, agents, and employees, will at all times be acting and performing as an independent contractor and shall act in an independent capacity and not as an officer, G -113724-A1 ii DocuSign Envelope ID: BC729BBO-C953-4AOF-B4F3-5FBC4D446B6C 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SJVUAPCD 1990 East Gettysburg Fresno, CA 93726 (559) 230-6000 agent, servant, employee, joint venture, partner, or associate of District or ARB. Furthermore, District shall have no right to control or supervise or direct the manner or method by which Contractor shall perform its work and function. However, District shall retain the right to administer this Agreement so as to verify that Contractor is performing its obligations in accordance to the terms and conditions thereof. Contractor and District shall comply with all applicable provisions of law and the rules and regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof. Because of its status as an independent contractor, Contractor shall have absolutely no right to employment rights and benefits available to District employees. Contractor shall be solely liable and responsible for providing to, or on behalf of, itself all legally required employee benefits. In addition, Contractor shall be solely responsible and save District harmless from all matters relating to payment of Contractor's employees, including compliance with social security, withholding, and all other regulations governing such matters. It is acknowledged that during the term of this Agreement, Contractor may be providing services to others unrelated to District or to this Agreement. 9. NON -ASSIGNMENT Participant may not assign, sell, transfer, license, or subcontract any rights or obligations to a third party within or outside of the District's boundaries without the express prior consent of the District for the duration of the Agreement Period specified in subparagraph 2.A. If the Participant sells or transfers ownership of the vehicle(s) or any portion thereof for any reason, or is required to replace the vehicle(s) with cleaner vehicle(s) prior to the end of the Agreement Period, the Participant must request and receive written consent from the District prior to selling or transferring ownership of the vehicle(s) or any portion thereof. Prior to completing the transaction, the Participant understands that it is responsible to inform the party purchasing the vehicle(s) of the Agreement provisions and disclose the remaining Agreement term. The Participant shall be responsible for 7 G -113724-A1 ii DocuSign Envelope ID: BC729BBO-C953-4AOF-B4F3-5FBC4D446B6C 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SJVUAPCD 1990 East Gettysburg Fresno, CA 93726 (559) 230-6000 establishing an agreement between the new owner and District in order to facilitate the transfer of the Agreement provisions and terms. The Participant shall provide the prospective new owner with valid contact information for the District so the new owner can assume legal responsibility under the original Agreement or enter into a new Agreement with the District, for the remainder of the Agreement Period. Participant understands that they shall not be relieved of their legal obligation to fulfill the conditions of this Agreement unless the new owner has assumed responsibility through an executed agreement with the District. 10. INDEMNIFICATION Participant agrees to indemnify, save, hold harmless, and at District's request, defend the District, its boards, committees, representatives, officers, agents, and employees from and against any and all costs and expenses (including reasonable attorneys' fees and litigation costs), damages, liabilities, claims, and losses (whether in contract, tort, or strict liability, including, but not limited to, personal injury, death, and property damage) which arise or are alleged to arise directly or indirectly from any act or omission of Participant, its officers, agents, sub participants, or employees in their performance of this Agreement, or out of the operations of the Participant. 11. INSURANCE AND VEHICLE WARRANTY Participant is responsible for securing warranty and maintaining replacement value insurance on the new alternative fuel vehicle(s) for the duration of the Agreement Period specified in subparagraph 2.A. The new alternative fuel vehicle(s) purchased through this Agreement must not be tampered with or modified in any such manner than would void the warranty of the vehicle(s). Insurance coverage must be sufficient to repay the District's investment in case major damage to the new alternative fuel vehicle(s) occurs during the Agreement Period. A copy of the current insurance for each vehicle purchased under this Agreement is required to be submitted annually with the Participant's annual report. In the event that the new alternative fuel vehicle(s) purchased under this G -113724-A1 ii DocuSign Envelope ID; BC729BBO-C953-4AOF-B4F3-5FBC4D446B6C 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SJVUAPCD 1990 East Gettysburg Fresno, CA 93726 (559) 230-6000 Agreement is/are in an accident, stolen, destroyed, or otherwise rendered temporarily or permanently inoperable, the Participant must immediately inform the District of such damage(s) and repair or replace the vehicles(s) within three (3) months from the date of the occurrence at the Participant's expense and to the standards which meet all program requirements for the remainder of the Participant's obligation under this Agreement. If the Participant repairs a vehicle rendered temporarily inoperable, said repairs shall include any and all repairs necessary to restore the vehicle and any optional equipment purchased under this Agreement to a reasonable condition. If the Participant replaces a vehicle rendered permanently inoperable; said replacement shall include an equivalent vehicle(s) that, at a minimum, meets all program eligibility requirements, including emission level, Gross Vehicle Weight Rating (GVWR), etcetera. As the replacement of a vehicle may require an amendment to the existing Agreement, the Participant must receive prior authorization from the District in advance of any purchases, and must provide any and all replacement vehicle information to the District. In the event the Participant does not repair or replace vehicle(s) that become inoperable to fulfill the Agreement Period specified in subparagraph 2.A, the District may undertake actions pursuant to this Agreement, including recouping a portion or all incentive funds provided for the vehicle(s) in question. 12. RECORD KEEPING Participant shall maintain records sufficient to provide, on an annual basis, information regarding annual mileage, fuel usage, invoices, general maintenance details, correspondence associated with the application, award, agreement, monitoring, enforcement, and reporting requirements and any other available information that may be deemed pertinent to the evaluation of the program for at least two (2) years after the equipment project term or three (3) years after final payment, whichever is later. Records shall be readily available and accessible to the District, or District designated representative, upon request for the purposes of ongoing evaluations or auditing. 6 G -113724-A1 11 DocuSign Envelope ID: BC729BBO-C953-4AOF-B4F3-5FBC4D446B6C 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SJVUAPCD 1990 East Gettysburg Fresno, CA 93726 (669) 230-6000 1113. NOTICES The persons and their addresses having authority to give and receive notices under this Agreement are as follows: II PARTICIPANT Stephen Schwabauer City Manager PO Box 3006 Lodi, CA 95241 DISTRICT Samir Sheikh Executive Director/APCO 1990 East Gettysburg Ave. Fresno, CA 93726 Any and all notices between District and Participant provided for or permitted under this Agreement or by law shall be in writing and shall be deemed duly served when personally delivered to one of the parties, or in lieu of such personal service, when deposited in the United States mail, postage prepared, addressed to such party. 14. AUDITS AND INSPECTIONS In addition to enforcement by the District or designated representative(s) of the District, the District reserves the right to perform audits of vehicle(s) and documentation and enforce the terms of this Agreement at any time during the Agreement term. If, after audit, the District makes a determination that funds provided to the Participant pursuant to this Agreement were not spent in conformance with this Agreement or any other applicable provisions of law, the Participant agrees to immediately reimburse District all funds determined to have been expended not in conformance with said provisions. 15. 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. T G -113724-A1 ii DocuSign Envelope ID: BC729BBO-C953-4AOF-B4F3-5FBC4D446B6C 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SJVUAPCD 1990 East Gettysburg Fresno, CA 93726 (559) 230-6000 116. 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. 117. CONFLICT OF INTEREST No officer, employee, or agent of District 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. Participant shall comply with all federal and state conflict of interest laws, statutes, and regulations, which shall be applicable to all parties and beneficiaries under this Agreement and any officer, agent, or employee of District. 18. GOVERNING LAW This Agreement shall be governed in all respects by the laws of the State of California. Venue for any action arising out of this Agreement shall only be in Fresno County, California. 19. COMPLIANCE WITH LAWS The Participant shall comply will all federal and state laws, statutes, regulations, rules, and guidelines which apply to its performance under this Agreement, including California driving eligibility and financial liability laws. 20. BINDING ON SUCCESSORS This Agreement, including all covenants and conditions contained herein, shall be binding upon and inure to the benefit of the parties, including their respective successors -in -interest, assigns, and legal representatives. 21. TIME IS OF THE ESSENCE It is understood that for Participant's performance under this Agreement, time is of the essence. The parties reasonably anticipate that Participant will, to the reasonable satisfaction of District, complete all activities provided herein within the time 11 Ceai1UP21p1il ii DocuSign Envelope ID: BC729BBO-C953-4AOF-B4F3-5FBC4D446B6C 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SJVUAPCD 1990 East Gettysburg Fresno, CA 93726 (559) 230-6000 schedule outlined in this Agreement, provided that Participant is not caused unreasonable delay in such performance. 22. DATA OWNERSHIP Upon termination or expiration of this Agreement, all data which is received, collected, produced, or developed by Participant under this Agreement shall become the exclusive property of District, provided, however, Participant shall be allowed to retain a copy of any non -confidential data received, collected, produced, or developed by Participant under this Agreement subject to District's exclusive ownership rights stated herein. Accordingly, Participant shall, if requested, surrender to District all such data which is in its possession (including its sub participants or agents), without any reservation of right or title, not otherwise enumerated herein. District shall have the right at reasonable times during the term of this Agreement to inspect and reproduce any data received, collected, produced, or developed by Participant under this Agreement. No reports, professional papers, information, inventions, improvements, discoveries, or data obtained, prepared, assembled, or developed by Participant, pursuant to this Agreement, shall be released or made available (except to District) without prior, express written approval of District while this Agreement is in force, and except as otherwise required under the California Public Records Act. 23. NO THIRD -PARTY BENEFICIARIES Notwithstanding anything else stated to the contrary herein, it is understood that Participant's services and activities under this Agreement are being rendered only for the benefit of District, and no other person, firm, corporation, or entity shall be deemed an intended third -party beneficiary of this Agreement. 24. SEVERABILITY In the event that any one or more of the provisions contained in this Agreement shall for any reason be held to be unenforceable in any respect by a court of competent jurisdiction, such holding shall not affect any other provisions of this 12 G -113724-A1 ii DocuSign Envelope ID: BC729BBO-C953-4AOF-B4F3-5FBC4D446B6C 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SJVUAPCD 1990 East Gettysburg Fresno, CA 93726 (559) 230-6000 Agreement, and the Agreement shall then be construed as if such unenforceable provisions are not a part hereof. 25. ENTIRE AGREEMENT This Agreement constitutes the entire agreement between Participant and District with respect to the subject matter hereof and supersedes all previous negotiations, proposals, commitments, writings, advertisements, publications, and understandings of any nature whatsoever unless expressly included in this Agreement. 13 G -113724-A1 ii DocuSign Envelope ID: BC729BBO-C953-4AOF-B4F3-5FBC4D446B6C 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SJVUAPCD 1990 East Gettysburg Fresno, CA 93726 (559) 230-6000 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first hereinabove written. PARTICIPANT City of Lodi Stephen Schwabauer Approved as to Form: JANICE D. MAGDiCH City Attorney 14 DISTRICT San Joaquin Valley Air Pollution Control District Samir Sheikh Executive Director/APCO Approved as to legal form: San Joaquin Valley Unified Air Pollution Control District Annette A. Ballatore District Counsel Approved as to accounting form: San Joaquin Valley Unified Air Pollution Control District Mehri Barati, C.P.A. Director of Administrative Services For accounting use only: Program: Account No.: I:eaiISM111-1111 DocuSign Envelope ID: BC729BBO-C953-4AOF-B4F3-5FBC4D446B6C City of Lodi SAN JOAQUIN VALLEY AIR POLLUTION CONTROL DISTRICT Public Benefit Grants Program New Alternative Fuel Vehicle Purchase Component Application Number: G-113724 Vehicle Make: Zero Vehicle Model: DSRP Vehicle Model Year: 2021 Vehicle Type: Battery -Electric Maximum Eligible Amount: $20,000.00 Exhibit A Certificate Of Completion Envelope Id: BC729BBOC9534AOFB4F35FBC4D446B6C Subject: Public Benefit: G -113724-A1 City of Lodi.pdf Source Envelope: Document Pages: 15 Signatures: 0 Certificate Pages: 5 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC -08:00) Pacific Time (US & Canada) Record Tracking Status: Original 1/19/2022 4:58:48 PM Security Appliance Status: Connected Storage Appliance Status: Connected Signer Events Stephen Schwabauer sschwabauer@lodi.gov City manager Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 2/24/2022 7:36:14 AM ID:04409307-Oc60-423d-8089-e9be960971f1 Annette Ballatore co-counsel@valleyair.org Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Accounting Technician finance-contracts@valleyair.org Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Mehri Barati finance-signatures@valleyair.org Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sheraz Gill apcocontracts@valleyair.org Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Misa Velasco / Lupe Reyes contracts@valleyair.org Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: DocuSign, Status: Sent Envelope Originator: Valley Air District 1990 E GETTYSBURG AVE FRESNO, CA 93726 contracts@valleyair.org IP Address: 207.177.131.202 Holder: Valley Air District Location: DocuSign contracts@valleyair.org Pool: StateLocal Pool: SJVAPCD Location: DocuSign Signature Timestamp Sent: 1/19/2022 5:00:23 PM Resent: 2/10/2022 9:54:26 AM Viewed: 2/24/2022 7:36:14 AM Signer Events Signature Timestamp Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 1/19/2022 5:00:23 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 3/23/2020 2:54:26 PM Parties agreed to: Stephen Schwabauer ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, SJVAPCD (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check -box next to `I agree to use electronic records and signatures' before clicking `CONTINUE' within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. 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Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact SJVAPCD: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: imtiaz.haq@valleyair.org To advise SJVAPCD of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at imtiaz.haq@valleyair.org and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from SJVAPCD To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to imtiaz.haq@valleyair.org and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with SJVAPCD To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your signing session, and on the subsequent page, select the check -box indicating you wish to withdraw your consent, or you may; ii. send us an email to imtiaz.haq@valleyair.org and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https:Hsupport.docusi ng com/guides/signer-guide- signin g -system -requirements. Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check -box next to `I agree to use electronic records and signatures' before clicking `CONTINUE' within the DocuSign system. By selecting the check -box next to `I agree to use electronic records and signatures', you confirm that: You can access and read this Electronic Record and Signature Disclosure; and You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and Until or unless you notify SJVAPCD as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by SJVAPCD during the course of your relationship with SJVAPCD. ii DocuSign Envelope ID: BC729BBO-C953-4AOF-B4F3-5FBC4D446B6C 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SJVUAPCD 1990 East Gettysburg Fresno, CA 93726 (559) 230-6000 Agreement No. G-113724-A,i SAN JOAQUIN VALLEY UNIFIED AIR POLLUTION CONTROL DISTRICT PUBLIC BENEFIT GRANTS PROGRAM FUNDING AGREEMENT (Never Alternative Fuel Vehicle Purchase) This Agreement is made and entered into this day of by and between the SAN JOAQUIN VALLEY UNIFIED AIR 'OLLUTION CONTROL DISTRICT, a unified air pollution control district formed pursuant to California Health and Safety Code section 40150 et seq. (District), and City of Lodi (Participant). WITNESSETH: WHEREAS, the California Clean Air Act (CCAA) requires local air pollution control districts to reduce emissions from motor vehicles; WHEREAS, AB 2766, AB 923, SB 709, and AB 2522 authorize districts to impose fees upon certain registered motor vehicles within the district, and the governing board of the District has imposed said fees; WHEREAS, said legislation requires District to use said funds for activities related to reduce air pollution from motor vehicles and for related planning, monitoring, enforcement, and technical studies necessary for the implementation of the California Clean Air Act of 1988; and WHEREAS, the District has developed other funding mechanisms in order to provide grant monies for its incentive programs; and WHEREAS, on August 11, 2011, the District began accepting applications to approve for funding those projects deemed to be most suitable for vehicle license fees and other funding; and WHEREAS, Participant has proposed a project that meets eets the eligibility criteria of the Public Benefit Grants Program, New Alternative Fuel Vehicle Purchase Component and has been approved by the District for funding; and I G -113724-A1 ii DocuSign Envelope ID: BC729BBO-C953-4AOF-B4F3-5FBC4D446B6C 'I 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SJVUAPCD 1990 East Gettysburg Fresno, CA 93726 (559) 230-6000 WHEREAS, Participant represents that it is willing and able to perform the activities set forth herein. NOW, THEREFORE, based on their mutual promises, covenants, and conditions, the parties hereby agree as follows: 1. PROJECT The Participant agrees to purchase and place into service the type and number of new alternative fuel vehicle(s) as set forth in the application attached hereto and incorporated herein as Exhibit A. Participant agrees, that at the date of execution of this Agreement, Participant has not yet purchased, taken possession, or ordered said vehicle(s) and agrees to furnish all labor, materials, equipment, licenses, permits, fees, and other incidentals necessary to perform and complete, per schedule, in a professional manner, the requirements described herein. Participant agrees and represents that purchase of the specified vehicle(s) subject of this Agreement is/are not required by or to be used for compliance with any local, state, or federal rule or regulation, settlement agreement, mitigation agreement, memorandum of understanding (MOU), memorandum of agreement (MOA), or other legal mandate currently in effect. Participant waives all rights to any emission reduction credits that may accrue as a result of purchase of the specified vehicle(s). In the event of any conflict between or among the terms and conditions of this Agreement and the exhibit incorporated herein, such conflict shall be resolved by giving precedence in the following order of priority: 1. To the text of this Agreement 2. Exhibit to this Agreement 2. TIMETABLE/PERIOD OF PERFORMANCE Participant shall purchase and place the new alternative fuel vehicle(s) into service, and submit all final claims as outlined in Paragraph 3, no later than one (1) year from the execution date of this Agreement. If the Participant cannot meet the project timetable as set forth herein, the Participant must notify the District in writing 2 G -113724-A1 ii DocuSign Envelope ID: BC729BBO-C953-4AOF-B4F3-5FBC4D446B6C 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SJVUAPCD 1990 East Gettysburg Fresno, CA 93726 (559) 230-6000 and request to amend the Agreement to provide the Participant additional time to meet all performance requirements under the Agreement. Such request is subject to review and approval by the District. Participant agrees to amend the Agreement as necessary, if requested by the District, to ensure the project is completed within the timetable approved by the District. A. Agreement Period: The Participant shall own and operate the new alternative fuel vehicle(s) purchased under this Agreement according to the terms of this Agreement for no less than three (3) years from the date in which the vehicle(s) is/are first placed into service. 3. COMPENSATION The total obligation of the District under this Agreement shall not exceed Twenty Thousand And 00/100 dollars ($20,000.00) for the purchase of the new alternative fuel vehicle(s) identified in Exhibit A. The maximum funding provided per vehicle is limited to the corresponding Eligible Amount identified in Exhibit A. Participant shall obtain through other sources sufficient additional monies to fund the total cost of the vehicle(s) as outlined in Exhibit A. In the event funding from other sources for the total cost of the vehicle(s) is not received by Participant, District reserves the right to terminate or re -negotiate this Agreement. A. Payments: Advance payments shall not be permitted. The District shall issue payment to Participant upon receipt of a properly supported and verified claim for payment as specified in the Public Benefit Grants Program, New Alternative Fuel Vehicle Purchase Component payment procedures document. The payment procedures document shall be provided to Participant by the District. Payment is for reimbursement to the Participant for the purchase of new alternative fuel vehicle(s) and funding shall only be allowed toward the purchase of the specific vehicle(s) described in Exhibit A. The District reserves the right to reduce the funding paid to the Participant if it is determined that the actual invoiced costs paid by the Participant for the purchase of the new vehicle(s) is/are less than the Total Eligible Amount specified in Exhibit A. 3 G -113724-A1 ii DocuSign Envelope ID: BC729BBO-C953-4AOF-B4F3-5FBC4D446B6C 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SJVUAPCD 1990 East Gettysburg Fresno, CA 93726 (559)230-6000 The District also reserves the right to reduce the funding if the Participant receives or will receive co -funding from a third party that, in addition to the District's funding, exceeds the total invoiced cost(s) of the new alternative fuel vehicle(s) purchased under this Agreement. Participant is required to disclose all such information to the District prior to the execution date of this Agreement. The Participant will not be reimbursed by the District for the purchase of the new alternative fuel vehicle(s) if the Participant has purchased, taken possession, or ordered the said new vehicle(s) prior to the execution date of this Agreement. Concurrently with the submission of any claim for payment, Participant shall certify (through copies of invoices issued, checks, receipts, and the like) that complete payment has been made or invoiced. Participant understands that any payment received from the District to fund the vehicle(s) in this Agreement may be subject to taxation and the District will issue a form 1099 to the Participant. Any tax liability on the funds provided by the District shall be the sole responsibility of the Participant. B. Surplus Funds: Any compensation, which is not expended by Participant pursuant to the terms and conditions of this Agreement by the project completion date, shall automatically revert to District. Only expenditures incurred by Participant in the direct performance of this Agreement will be reimbursed by District. 4. NON -ALLOCATION OF FUNDS The terms of this Agreement are contingent on the approval and receipt of funds by the appropriating government agency. Should sufficient funds not be allocated, the services provided may be modified or this Agreement terminated at any time by giving Participant thirty (30) days' prior written notice. 5. ANNUAL REPORTING Participant shall submit annual reports on the vehicle(s) that include the following information: 1. Participant contact information; rd G -113724-A1 ii DocuSign Envelope ID: BC729BBO-C953-4AOF-B4F3-5FBC4D446B6C 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SJVUAPCD 1990 East Gettysburg Fresno, CA 93726 (559) 230-6000 2. Proof of current California registration for the new alternative fuel vehicle(s); 3. Proof of insurance as required by paragraph 11. 4. Annual miles or hours traveled (including mileage/activity or hour/activity logs for documentation); 5. Summary of maintenance performed; 6. Any other pertinent information requested by the District on a form to be provided to the Participant by the District. Annual reporting will be required for three (3) subsequent years following the purchase of the new alternative fuel vehicle(s). The first year annual report is due on the anniversary date of when the new alternative fuel vehicle(s) was/were first placed into service and for each ensuing year thereafter. Noncompliance with the reporting requirements shall result in on-site monitoring by District personnel and will impact the Participant's ability to receive funding from the District for future projects. Participants with annual reports more than six (6) months late will not be granted any additional grant funds from the District until all reports are satisfactorily submitted. The District or representative designated by the District reserves the right to monitor the vehicle(s), enforce the terms of this Agreement at any time during the Agreement Period specified in subparagraph 2.A, and pursue repayment of funds for non-compliance within the terms and conditions of this Agreement or applicable state laws or regulations. 6. TERMINATION A. Breach of Agreement: District may immediately suspend or terminate this Agreement, in whole or in part, where in the determination of District there is: 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 annual report submitted 5 G -113724-A1 ii DocuSign Envelope ID: BC729BBO-C953-4AOF-B4F3-5FBC4D446B6C 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SJVUAPCD 1990 East Gettysburg Fresno, CA 93726 (559)230-6000 to the District; In no event shall any payment by District constitute a waiver by District of any breach of this Agreement or any default, which may then exist on the part of Participant. Neither shall such payment impair or prejudice any remedy available to the District with respect to the breach or default. District shall have the right to demand of Participant the repayment to the District of any funds disbursed to Participant under this Agreement which in the judgment of District were not expended in accordance with the terms of this Agreement. Participant shall promptly refund any such funds upon demand. In addition to immediate suspension or termination, District may impose any other remedies available at law, in equity, or otherwise specified in this Agreement. The District may prohibit Participant from participating in all other District and State grant programs in the future. B. Without Cause: Either party may terminate this Agreement at any time upon giving the other party at least thirty (30) days' advance written notice of intention to terminate. The District shall have the right to demand prompt repayment of a portion or all monies expended under this Agreement as provided in paragraph 3 if the Participant does not meet all obligations under this Agreement upon such termination. 7. MODIFICATION Any matters of this Agreement may be modified from time to time by the written consent of all the parties without in any way affecting the remainder. 8. INDEPENDENT CONTRACTOR In performance of the work, duties, and obligations assumed by Participant (also referred to in this section as `Contractor') under this Agreement, it is mutually understood and agreed that Contractor, including any and all of Contractor's officers, agents, and employees, will at all times be acting and performing as an independent contractor and shall act in an independent capacity and not as an officer, IN G -113724-A1 ii DocuSign Envelope ID: 60729660-C953-4AOF-B4F3-5FBC4D446B6C 'I 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SJVUAPCD 1990 East Gettysburg Fresno, CA 93726 (559) 230-6000 agent, servant, employee, joint venture, partner, or associate of District or ARB. Furthermore, District shall have no right to control or supervise or direct the manner or method by which Contractor shall perform its work and function. However, District shall retain the right to administer this Agreement so as to verify that Contractor is performing its obligations in accordance to the terms and conditions thereof. Contractor and District shall comply with all applicable provisions of law and the rules and regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof. Because of its status as an independent contractor, Contractor shall have absolutely no right to employment rights and benefits available to District employees. Contractor shall be solely liable and responsible for providing to, or on behalf of, itself all legally required employee benefits. In addition, Contractor shall be solely responsible and save District harmless from all matters relating to payment of Contractor's employees, including compliance with social security, withholding, and all other regulations governing such matters. It is acknowledged that during the term of this Agreement, Contractor may be providing services to others unrelated to District or to this Agreement. 9. NON -ASSIGNMENT Participant may not assign, sell, transfer, license, or subcontract any rights or obligations to a third party within or outside of the District's boundaries without the express prior consent of the District for the duration of the Agreement Period specified in subparagraph 2.A. If the Participant sells or transfers ownership of the vehicle(s) or any portion thereof for any reason, or is required to replace the vehicle(s) with cleaner vehicle(s) prior to the end of the Agreement Period, the Participant must request and receive written consent from the District prior to selling or transferring ownership of the vehicle(s) or any portion thereof. Prior to completing the transaction, the Participant understands that it is responsible to inform the party purchasing the vehicle(s) of the Agreement provisions and disclose the remaining Agreement term. The Participant shall be responsible for 7 CeaUCIIL.��il ii DocuSign Envelope ID: B0729BB0-C953-4AOF-B4F3-5FBC4D446B6C 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 I'I 26 27 28 SJVUAPCD 1990 East Gettysburg Fresno, CA 93726 (559) 230-6000 establishing an agreement between the new owner and District in order to facilitate the transfer of the Agreement provisions and terms. The Participant shall provide the prospective new owner with valid contact information for the District so the new owner can assume legal responsibility under the original Agreement or enter into a new Agreement with the District, for the remainder of the Agreement Period. Participant understands that they shall not be relieved of their legal obligation to fulfill the conditions of this Agreement unless the new owner has assumed responsibility through an executed agreement with the District. 10. INDEMNIFICATION Participant agrees to indemnify, save, hold harmless, and at District's request, defend the District, its boards, committees, representatives, officers, agents, and employees from and against any and all costs and expenses (including reasonable attorneys' fees and litigation costs), damages, liabilities, claims, and losses (whether in contract, tort, or strict liability, including, but not limited to, personal injury, death, and property damage) which arise or are alleged to arise directly or indirectly from any act or omission of Participant, its officers, agents, sub participants, or employees in their performance of this Agreement, or out of the operations of the Participant. 11. INSURANCE AND VEHICLE WARRANTY Participant is responsible for securing warranty and maintaining replacement value insurance on the new alternative fuel vehicle(s) for the duration of the Agreement Period specified in subparagraph 2.A. The new alternative fuel vehicle(s) purchased through this Agreement must not be tampered with or modified in any such manner than would void the warranty of the vehicle(s). Insurance coverage must be sufficient to repay the District's investment in case major damage to the new alternative fuel vehicle(s) occurs during the Agreement Period. A copy of the current insurance for each vehicle purchased under this Agreement is required to be submitted annually with the Participant's annual report. In the event that the new alternative fuel vehicle(s) purchased under this G -113724-A1 u DocuSign Envelope ID: BC729BBO-C953-4AOF-B4F3-5FBC4D446B6C 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SJVUAPCD 1990 East Gettysburg Fresno, CA 93726 (559) 230-6000 Agreement is/are in an accident, stolen, destroyed, or otherwise rendered temporarily or permanently inoperable, the Participant must immediately inform the District of such damage(s) and repair or replace the vehicles(s) within three (3) months from the date of the occurrence at the Participant's expense and to the standards which meet all program requirements for the remainder of the Participant's obligation under this Agreement. If the Participant repairs a vehicle rendered temporarily inoperable, said repairs shall include any and all repairs necessary to restore the vehicle and any optional equipment purchased under this Agreement to a reasonable condition. If the Participant replaces a vehicle rendered permanently inoperable; said replacement shall include an equivalent vehicle(s) that, at a minimum, meets all program eligibility requirements, including emission level, Gross Vehicle Weight Rating (GVWR), etcetera. As the replacement of a vehicle may require an amendment to the existing Agreement, the Participant must receive prior authorization from the District in advance of any purchases, and must provide any and all replacement vehicle information to the District. In the event the Participant does not repair or replace vehicle(s) that become inoperable to fulfill the Agreement Period specified in subparagraph 2.A, the District may undertake actions pursuant to this Agreement, including recouping a portion or all incentive funds provided for the vehicle(s) in question. 12. RECORD KEEPING Participant shall maintain records sufficient to provide, on an annual basis, information regarding annual mileage, fuel usage, invoices, general maintenance details, correspondence associated with the application, award, agreement, monitoring, enforcement, and reporting requirements and any other available information that may be deemed pertinent to the evaluation of the program for at least two (2) years after the equipment project term or three (3) years after final payment, whichever is later. Records shall be readily available and accessible to the District, or District designated representative, upon request for the purposes of ongoing evaluations or auditing. M G -113724-A1 11 DocuSign Envelope ID: BC729BBO-C953-4AOF-B4F3-5FBC4D446B6C 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SJVUAPCD 1990 East Gettysburg Fresno, CA 93726 (559) 230-6000 1113. NOTICES The persons and their addresses having authority to give and receive notices under this Agreement are as follows: Stephen Schwabauer City Manager PO Box 3006 Lodi, CA 95241 Samir Sheikh Executive Director/AIDC® 1990 East Gettysburg Ave. Fresno, CA 93726 Any and all notices between District and Participant provided for or permitted under this Agreement or by law shall be in writing and shall be deemed duly served when personally delivered to one of the parties, or in lieu of such personal service, when deposited in the United States mail, postage prepared, addressed to such party. 14. AUDITS AND INSPECTIONS In addition to enforcement by the District or designated representative(s) of the District, the District reserves the right to perform audits of vehicle(s) and documentation and enforce the terms of this Agreement at any time during the Agreement term. If, after audit, the District makes a determination that funds provided to the Participant pursuant to this Agreement were not spent in conformance with this Agreement or any other applicable provisions of law, the Participant agreesto immediately reimburse District all funds determined to have been expended not in conformance with said provisions. 15. 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. 10 G -113724-A1 ii DocuSign Envelope ID: BC729BB0-C953-4AOF-B4F3-5FBC4D446B6C K 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SJVUAPCD 1990 East Gettysburg Fresno, CA 93726 (559) 230-6000 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. 117. CONFLICT OF INTEREST No officer, employee, or agent of District 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. Participant shall comply with all federal and state conflict of interest laws, statutes, and regulations, which shall be applicable to all parties and beneficiaries under this Agreement and any officer, agent, or employee of District. 18. GOVERNING LAW This Agreement shall be governed in all respects by the laws of the State of California. Venue for any action arising out of this Agreement shall only be in Fresno County, California. 19. COMPLIANCE WITH LAWS The Participant shall comply will all federal and state laws, statutes, regulations, rules, and guidelines which apply to its performance under this Agreement, including California driving eligibility and financial liability laws. 20. BINDING ON SUCCESSORS This Agreement, including all covenants and conditions contained herein, shall be binding upon and inure to the benefit of the parties, including their respective successors -in -interest, assigns, and legal representatives. 21. TIME IS OF THE ESSENCE It is understood that for Participant's performance under this Agreement, time is of the essence. The parties reasonably anticipate that Participant will, to the reasonable satisfaction of District, complete all activities provided herein within the time 11 G -113724-A1 ii DocuSign Envelope ID: BC729BBO-C953-4AOF-B4F3-5FBC4D446B6C 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SJVUAPCD 1990 East Gettysburg Fresno, CA 93726 (559) 230-6000 schedule outlined in this Agreement, provided that Participant is not caused unreasonable delay in such performance. 22. DATA OWNERSHIP Upon termination or expiration of this Agreement, all data which is received, collected, produced, or developed by Participant under this Agreement shall become the exclusive property of District, provided, however, Participant shall be allowed to retain a copy of any non -confidential data received, collected, produced, or developed by Participant under this Agreement subject to District's exclusive ownership rights stated herein. Accordingly, Participant shall, if requested, surrender to District all such data which is in its possession (including its sub participants or agents), without any reservation of right or title, not otherwise enumerated herein. District shall have the right at reasonable times during the term of this Agreement to inspect and reproduce any data received, collected, produced, or developed by Participant under this Agreement. No reports, professional papers, information, inventions, improvements, discoveries, or data obtained, prepared, assembled, or developed by Participant, pursuant to this Agreement, shall be released or made available (except to District) without prior, express written approval of District while this Agreement is in force, and except as otherwise required under the California Public Records Act. 23. NO THIRD -PARTY BENEFICIARIES Notwithstanding anything else stated to the contrary herein, it is understood that Participant's services and activities under this Agreement are being rendered only for the benefit of District, and no other person, firm, corporation, or entity shall be deemed an intended third -party beneficiary of this Agreement. 24. SEVERABILITY In the event that any one or more of the provisions contained in this Agreement shall for any reason be held to be unenforceable in any respect by a court of competent jurisdiction, such holding shall not affect any other provisions of this 12 G -113724-A1 ii DocuSign Envelope ID: BC729BBO-C953-4AOF-B4F3-5FBC4D446B6C 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SJVUAPCD 1990 East Gettysburg Fresno, CA 93726 (559)230-6000 Agreement, and the Agreement shall then be construed as if such unenforceable provisions are not a part hereof. 250 ENTIRE AGREEMENT This Agreement constitutes the entire agreement between Participant and District with respect to the subject matter hereof and supersedes all previous negotiations, proposals, commitments, writings, advertisements, publications, and understandings of any nature whatsoever unless expressly included in this Agreement. 13 IMINWIQll ii DocuSign Envelope ID: BC729BBO-C953-4AOF-B4F3-5FBC4D446B6C 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SJVUAPCD 1990 East Gettysburg Fresno, CA 93726 (559) 230-6000 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first hereinabove written. PARTICIPANT Stephen Schwabauer Approved as to Form: JANICE D. MAGDICH City Attorney 7) 14 DISTRICT San Joaquin Valley Air Pollution Control District Samir Sheikh Executive Director/APCO Approved as to legal form: San Joaquin Valley Unified Air Pollution Control District Annette A. Ballatore District Counsel Approved as to accounting form: San Joaquin Valley Unified Air Pollution Control District Mehri Barati, C.P.A. Director of Administrative Services For accounting use only: Program: Account No.: G -113724-A1 DocuSign Envelope ID: BC729BB0-C953-4AOF-B4F3-5FBC4D446B6C City of Lodi SARI JOAQUIN 0/ALLEY AIR POLLUTION CONTROL DISTRICT Public Benefit Grants Program New Alternative Fuel Vehicle Purchase Component Application Number: G-113724 Vehicle Make: Zero Vehicle Model: DSRP Vehicle Model Year: 2021 Vehicle Type: Battery -Electric Maximum Eligible Amount: $20,000.00 Exhibit A DocuSign Certificate Of Completion Envelope Id: BC729BBOC9534AOFB4F35FBC4D446B6C Status: Sent Subject: Public Benefit: G -113724-A1 City of Lodi.pdf Source Envelope: Document Pages: 15 Signatures: 0 Envelope Originator: Certificate Pages: 5 Initials: 0 Valley Air District AutoNav: Enabled 1990 E GETTYSBURG AVE Envelopeld Stamping: Enabled FRESNO, CA 93726 Time Zone: (UTC -08:00) Pacific Time (US & Canada) contracts@valleyair.org IP Address: 207.177.131.202 Record Tracking Status: Original Holder: Valley Air District Location: DocuSign 1/19/2022 4:58:48 PM contracts@valleyair.org Security Appliance Status: Connected Pool: StateLocal Storage Appliance Status: Connected Pool: SJVAPCD Location: DocuSign Signer Events Signature Timestamp Stephen Schwabauer Sent: 1/19/2022 5:00:23 PM sschwabauer@lodi.gov Resent: 2/10/2022 9:54:26 AM City manager Viewed: 2/24/2022 7:36:14 AM Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 2/24/2022 7:36:14 AM ID:04409307-Oc60-423d-8089-e9be960971f1 Annette Ballatore co-counsel@valleyair.org Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Accounting Technician finance-contracts@valleyair.org Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Mehri Barati finance-signatures@valleyair.org Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sheraz Gill apcocontracts@valleyair.org Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Misa Velasco / Lupe Reyes contracts@valleyair.org Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Signer Events Signature Timestamp Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 1/19/2022 5:00:23 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 3/23/2020 2:54:26 PM Parties agreed to: Stephen Schwabauer ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, SJVAPCD (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check -box next to `I agree to use electronic records and signatures' before clicking `CONTINUE' within the DocuSign system. Getting papeir copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. 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Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check -box next to `I agree to use electronic records and signatures' before clicking `CONTINUE' within the DocuSign system. By selecting the check -box next to `I agree to use electronic records and signatures', you confirm that: You can access and read this Electronic Record and Signature Disclosure; and You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and Until or unless you notify SJVAPCD as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by SJVAPCD during the course of your relationship with SJVAPCD. —'l Elk Grove Power Sports Make Model Serial No. 10297 E Stockton Blvd Price (Incl factory options) New New Elk Grove Ca 95624 Zero Motorcy Zero Motorcy DSRP 14.4 - Blac DSRP 14.4 - Blac 916-714-7223 $20,595.00 $20,595.00 Document or Administration Fees MULTI -UNIT QUOTE Subtotal Lodi Police Department C !S(6ate (, 215 W Elm St ®� Deal No. Salesperson James Nau Lodi, CA 95240 95240 pt`s \ Lienholder None H W C 209-269-4848 Email tivey@lodi.gov I hereby agree to purchase the following units) from you under the terms and conditions specified. Delivery is to be made as soon as possible. It is agreed, however, that neither you nor the manufacturer will be liable for failure to make delivery. Unit Information New/U Year Make Model Serial No. Stock No. Price (Incl factory options) New New 2022 2022 Zero Motorcy Zero Motorcy DSRP 14.4 - Blac DSRP 14.4 - Blac POLICE UNI POLICE UNI $20,595.00 $20,595.00 Options: 60.00 $$2.00 Dealer Unit Price $41,190.00 Factory Options$0.00 ------ $47,027.86 Added Accessories $0.00 Freight $1,190.00 Dealer Prep $830.00 Document or Administration Fees $170.00 Subtotal $43,380.00 Sales Tax $3,578.86 Tire Fee $7.00 NOTICE TO BUYER: (1) Do not sign this agreement before you read it or if it contains any blank spaces to be filled in. (2) You are entitled to a completely filled in copy of this agreement. (3) If you default in the performance of your obligations under this agreement, the vehicle may be repossessed and you may be subject to suit and liability for the unpaid indebtedness evidenced by this agreement. ti TRADE-IN NOTICE: Customer represents that all trade in units described above are free of all liens and encumbrances except as noted. 'With Approved Credit. Interest rates and monthly payment are approximate and may vary from those determined by the lender. A 4% processing fee will be added to credit card transactions. Thank You for Choosing Elk Grove Power Sports, Northern California's Premiere Powersports Dealership. This is a Purchase Agreement. By signing below, you agree to purchase the products above at the listed price. All deposits are non-refundable. Customer(s) Signature --_________ — —_ Dealer Signature 60.00 $$2.00 Battery Fee --------------- — Cash Price ------ $47,027.86 Trade Allowance $0.00 Payoff $0.00 Notes: --- --------------------- Net Trade $0.00 Net Sale (Cash Price - Net Trade) $47,027.86 Title/License/Registration Fees $58.00 Trade Information Sub Total Cash Down Payment $47,085.86 $0.00 Amount to Pay/Finance $47,085.86 NOTICE TO BUYER: (1) Do not sign this agreement before you read it or if it contains any blank spaces to be filled in. (2) You are entitled to a completely filled in copy of this agreement. (3) If you default in the performance of your obligations under this agreement, the vehicle may be repossessed and you may be subject to suit and liability for the unpaid indebtedness evidenced by this agreement. ti TRADE-IN NOTICE: Customer represents that all trade in units described above are free of all liens and encumbrances except as noted. 'With Approved Credit. Interest rates and monthly payment are approximate and may vary from those determined by the lender. A 4% processing fee will be added to credit card transactions. Thank You for Choosing Elk Grove Power Sports, Northern California's Premiere Powersports Dealership. This is a Purchase Agreement. By signing below, you agree to purchase the products above at the listed price. All deposits are non-refundable. Customer(s) Signature --_________ — —_ Dealer Signature Elk Grove Power Sports "IMWN, AM a�...CS,l' y d '�xilei; r k� ;,:_-{:nj„ 3SM'i 10297 E Stockton Blvd Elk Grove, Ca 95624 �'_'` -'„`; "r.Data, 03/24/2022 5:04 PM - -s`ry 916-714-7223 `,�Sotd,?�'S/Q`��La'��`'#tLU S�"'�2`13d'��'�'�y' (ir`., t vF-r�,.tl�'x�=�"�it •:4vi�Y"fi> '�:.?;ra��w�� ME,� v a �� s ar1fi�TUMb�€r >< ,,,_� 0 2 0 0 10-05722 ZER Zero Commuter Screen $399.98 $359.98 0 2 0 0 10-08093 ELK Rain Guard 2017 Zero S $45.00 1 1 0 0 10-08060 ZER BLACK ZERO HAND GUARDS BY CYCRA $339.98 $305.98 UP ZERO DS RACK 3 0 2 0 0 10-08131 ZER ZERO 2018 DSR PARKING BRAKE KIT $538.46 $484.62 1 1 0 0 10-08119 ZER 16 ZF 13.0 ZERO 22 LITER SIDE CASES BY $1,200.00 $1,080.00 UP GIVI AND RACK KIT RACK 3 0 2 0 0 10-07057 ZER LED LICENSE PLATE KIT, PD $440.00 $396.00 8 0 0 0 GIFTCARD ELK GIFTCARD $1,320.00 PARTS ACC Subtotal $4,283.42 Less Discount ($291.84) Sales Tax $309.35 Quote Total $4,300.93 Deta(' `IR MRR 'a���"<.`.:£'"',,�Pe'.[cenfT�;-` S;:fs Sales Tax % State Sales Tax 7.25% $289.39 Sales Tax % City Sales Tax 0.50% $19.95 This is a Part Quote only. All prices are subject to change. Thank You For Choosing Elk Grove Power Sports; Northern California's Premiere Power Sports Dealership. All special orders are subject to a 20% Restocking Fee. All returns must be made within 7 days with the original receipt. No returns on electrical items. No returns or exchanges on helmets. No returns on decals, stickers or manuals. No returns on clearance items. No returns on Ducati parts and Ducat! accessories. No cash refunds. In store credit, credit card or company check will be the method of refund payment. No exceptions. Refunds will not be provided on special orders that have not been picked up within 60 days. By signing this parts Invoice, you acknowledge the return policy and the parts received are in good condition. Checks of any type are not accepted as a form of payment. BRP parts may take up to 2 weeks for delivery. Piaggio, Triumph, and Ducati may take up to 3 weeks for delivery. Signature (This is not an Invoice) Date RESOLUTION NO. 2022-130 A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE CITY MANAGER TO EXECUTE THE SAN JOAQUIN VALLEY AIR POLLUTION CONTROL DISTRICT PUBLIC BENEFIT GRANTS PROGRAM FUNDING AGREEMENT FOR THE PURCHASE OF TWO ZERO MOTORCYCLES; AND FURTHER APPROPRIATING FUNDS WHEREAS, the Lodi City Council authorized the City Manager to apply for the San Joaquin Valley Air Pollution Control District Alternative Fuel Grant on May 19, 2021; and WHEREAS, the San Joaquin Valley Air Pollution Control District awarded the Lodi Police Department Public Benefit Grants Program funding for the purchase of two Zero motorcycles; and WHEREAS, the Lodi Police Department staff chose the Zero motorcycles because it has a top speed of 102 mph and can travel a maximum of 196 miles per charge; and WHEREAS, the DSRP NA ZF14.4 is an electric motorcycle with a police package; and WHEREAS, staff requests that the City Council authorize the City Manager to execute the Funding Agreement for the purchase of two Zero DSRP NA ZF14.4, an electric motorcycle, and appropriate funds in the amount of $51,387. NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby authorize the City Manager to execute the San Joaquin Valley Air Pollution Control District Public Benefit Grants Program Funding Agreement for the purchase of two Zero motorcycles; and BE IT FURTHER RESOLVED that the City Council does hereby appropriate funds in the amount of $51,387: PD Miscellaneous Grants - 21600000.56401 (revenue) - $40,000 PD Miscellaneous Grant - 21699000.77040 (expense) - $40,000 Vehicle Replacement Fund — 64399100.77040 (expense) - $11,387 BE IT FURTHER RESOLVED that if funds are not expended by the end of Fiscal Year 2022, funding will roll forward to the next fiscal year. Date: May 18, 2022 I hereby certify that Resolution No. 2022-130 was passed and adopted by the Lodi City Council in a regular meeting May 18, 2022, by the following vote: AYES: COUNCIL MEMBERS — Hothi, Khan, Nakanishi, and Mayor Chandler NOES: COUNCIL MEMBERS — None ABSENT: COUNCIL MEMBERS — Kuehne ABSTAIN: COUNCIL MEMBERS — None OLIVIA NASHED City Clerk 2022-130