MEMORANDUM OF UNDERSTANDING. between THE SAN FRANCISCO PUBLIC UTILITIES COMMISSION. and THE SAN FRANCISCO RECREATION AND PARK DEPARTMENT

Transcription

1 MEMORANDUM OF UNDERSTANDING between THE SAN FRANCISCO PUBLIC UTILITIES COMMISSION and THE SAN FRANCISCO RECREATION AND PARK DEPARTMENT THIS Memorandum of Understanding (MOU) is made this day of December, 2013, by and between the San Francisco Recreation and Park Department (Grantee) and the San Francisco Public Utilities Commission (SFPUC). WITNESSETH: WHEREAS, Grantee has submitted to the SFPUC Application Documents seeking a Large Landscape Retrofit Grant for the purpose of funding irrigation system retrofits and maximizing water savings through conservation measures and innovative practices for the North side of the Alta Plaza Park; and WHEREAS, the SFPUC desires to provide such a grant on the terms and conditions set forth herein: NOW, THEREFORE, the SFPUC and Grantee agree as follows: ARTICLE 1 DEFINITIONS 1.1. Specific Terms. Unless the context otherwise requires, the following capitalized terms (whether singular or plural) shall have the meanings set forth below: (a) (b) (c) (d) General Manager shall mean the General Manager of the San Francisco Public Utilities Commission, or his or her delegate. Application Documents shall mean collectively: (i) the grant application submitted by Grantee, including all exhibits, schedules, appendices and attachments thereto; (ii) all documents, correspondence and other written materials submitted in respect of such grant application; and (iii) all amendments, modifications or supplements to any of the foregoing approved in writing by the SFPUC. Budget shall mean either the budget attached hereto as part of Appendix C, if any, or the budget included in the Application Documents, to the extent expressly approved by the SFPUC, consisting of Grant Funds contributed by the SFPUC and Grantee's required contribution of funding. Controller shall mean the Controller of the SFPUC and County of San Francisco. A - 1

2 (e) Eligible Expenses shall have the meaning set forth in Appendix A. (f) (g) (h) (i) (j) (k) (l) Event of Default shall mean the failure of the Grantee to perform any portion of the Grant Plan, as provided in Section 7.1. Fiscal Quarter shall mean each period of three (3) calendar months commencing on July 1, October 1, January 1 and April 1, respectively. Fiscal Year shall mean each period of twelve (12) calendar months commencing on July 1 and ending on June 30 during all or any portion of which this MOU is in effect. Funding Request shall mean a request for disbursement of Grant Funds by the SFPUC in accordance with Section 5.4, using the format provided in Appendix D. Grant Funds shall mean any and all funds allocated or disbursed to Grantee by the SFPUC under this MOU. Grant Plan shall mean the project plans or other activities or matter described in Appendix B and the Application Documents. Publication shall mean any report, article, educational material, handbook, brochure, pamphlet, press release, public service announcement, web page, audio or visual material or other communication for public dissemination, which relates to all or any portion of the Grant Plan or is paid for in whole or in part using Grant Funds. ARTICLE 2 APPROPRIATION AND CERTIFICATION OF GRANT FUNDS; LIMITATIONS ON THE SFPUC'S OBLIGATIONS 2.1. Risk of Non-Appropriation of Grant Funds. This MOU is subject to the budget and fiscal provisions of the San Francisco Charter. Grantee acknowledges that the SFPUC budget decisions are subject to the discretion of its Mayor and Board of Supervisors. Grantee assumes all risk of possible non-appropriation or non-certification of funds, and such assumption is part of the consideration for this MOU Certification of Controller; Guaranteed Maximum Costs. No funds shall be available under this MOU without certification by the Controller. ARTICLE 3 TERM 3.1. Effective Date. This MOU shall become effective when the Controller has certified to the availability of funds as set forth in Section 2.2 and the SFPUC has notified Grantee thereof in writing Duration of Term. The term of this MOU shall commence on the effective date specified in Section 3.1. Such term shall end on the earlier of (a) completion of project activities A - 2

3 as specified in the Grant Plan, attached herein as Appendix B or (b) two years from the effective date of this MOU. ARTICLE 4 IMPLEMENTATION OF GRANT PLAN 4.1. Implementation of Grant Plan; Cooperation with Monitoring. Grantee shall, in good faith and with diligence, implement the Grant Plan on the terms and conditions set forth in this MOU and the Application Documents. Grantee shall not materially change the nature or scope of the Grant Plan during the term of this MOU without the prior written consent of the SFPUC. Grantee shall promptly comply with all standards, specifications and formats of the SFPUC, as they may from time to time exist, related to evaluation, planning and monitoring of the Grant Plan and shall cooperate in good faith with the SFPUC in any evaluation, planning or monitoring activities conducted or authorized by the SFPUC Grantee's Personnel. The Grant Plan shall be implemented only by competent personnel under the direction and supervision of Grantee Publications and Work Product. (a) Grantee understands and agrees that the SFPUC has the right to review, approve, disapprove or conditionally approve, in its sole discretion, the work and improvements funded in whole or part using Grant Funds. Grantee has the burden of demonstrating to the SFPUC that each element of work or improvements funded in whole or part with Grant Funds is directly and integrally related to the Grant Plan as approved by the SFPUC. The SFPUC shall have the sole and final discretion to determine whether Grantee has met this burden. (b) Grantee shall submit to the SFPUC for the SFPUC's prior written approval any Publication, and Grantee shall not disseminate any such Publication unless and until it receives the SFPUC's consent. (c) The SFPUC has the right to monitor from time to time the administration by Grantee or any of its subcontractors of any programs or other work to ensure that Grantee is performing such element of the Grant Plan, or causing such element of the Grant Plan to be performed, consistent with the terms and conditions of this MOU. (d) Grantee shall acknowledge the SFPUC's funding under this MOU in all Publications. Such acknowledgment shall conspicuously state that the activities are sponsored in whole or in part through a grant from the General Manager Compliance with the Water Efficient Irrigation Ordinance. Grantee s landscape retrofit project implemented through the Grant Plan shall comply with the San Francisco Water Efficient Irrigation Ordinance (San Francisco Administrative Code Chapter 63) and companion rules and regulations as applicable. ARTICLE 5 USE AND DISBURSEMENT OF GRANT FUNDS 5.1. Maximum Amount of Grant Funds. In no event shall the amount of Grant Funds disbursed hereunder exceed Five Hundred Eighty Three Thousand Four Hundred and Seven Dollars ($583,407). A - 3

4 5.2. Grantee Contribution. The Grantee shall provide a Five Hundred Eighty Three Thousand Four Hundred and Seven Dollar ($583,407) contribution towards implementation of the Grant Plan for total Budget of One Million One Hundred and Sixty Six Thousand Eight Hundred and Fourteen Dollars ($1,166,814). If the Grantee fails to provide its contribution, the SFPUC may terminate this MOU or take any other action specified in Article 7.1 of this MOU Use of Grant Funds. Grantee shall use the Grant Funds only for Eligible Expenses as set forth in Appendix A and for no other purpose. Grantee shall expend the Grant Funds in accordance with the Budget set forth in Appendix C, and shall obtain the prior approval of SFPUC before transferring expenditures from one line item to another within the Budget Disbursement Procedures. Any disbursement of Grant Funds for construction activities shall be subject to completion of environmental review by Grantee through the Department of City Planning as may be required under Chapter 31 of the San Francisco Administrative Code. Based on the Budget submitted to the SFPUC attached as Appendix C, the SFPUC shall disburse Grant Funds in installments to cover project construction and construction contracting expenses. For all funding requests of Eligible Expenses up to the amount of Grant Funds specified in Article 5.1, the Grantee shall provide supporting documentation demonstrating how the previous funding was expended and submit to the SFPUC a Funding Request substantially in the form attached as Appendix D. The SFPUC shall withhold retention of Fifty Eight Thousand Three Hundred and Forty One Dollar ($58,341), equivalent to 10 percent (10%) of the total Grant Funds. Before releasing this amount, Grantee shall work with the SFPUC to review the project progress and demonstrate that the project is on track in terms of budget and schedule or otherwise agreed upon. Retention shall be released only when (a) the SFPUC is satisfied with the project progress and (b) the Grantee clearly demonstrates that the project will be completed on time and on budget, or as otherwise agreed to by the SFPUC. All Funding Requests submitted to the SFPUC shall be accompanied by all necessary supporting documentation. Any Funding Request that is submitted and not approved shall be returned by the SFPUC to Grantee with a brief statement of the reason for the SFPUC s rejection of such Funding Request. If any such rejection relates only to a portion of Eligible Expenses itemized in such Funding Request, the SFPUC shall have no obligation to disburse any Grant Funds for any other Eligible Expenses itemized in such Funding Request unless and until Grantee submits a Funding Request that is in all respects acceptable to the SFPUC. It is the responsibility of the Grantee to maintain records of charges incurred and reconcile those charges with SFPUC funds received. Any overpayment of SFPUC Grant Funds must be reimbursed to the SFPUC within six (6) months of the expiration of the term of this MOU. ARTICLE 6 REPORTING REQUIREMENTS; AUDITS; 6.1. Record Keeping; Regular Reports. Grantee shall establish and maintain accurate records of all aspects of the Grant Plan and the matters funded in whole or in part with Grant Funds during the term of this MOU. Grantee shall establish and maintain accurate records relating to Eligible Expenses incurred and Grant Funds received and expended under this MOU, together with all invoices, documents, payrolls, time records and other data related to the matters A - 4

5 covered by this MOU. Grantee shall maintain all of the files, records, books, invoices, documents, payrolls and other data required to be maintained under this Section in a readily accessible location and condition for a period of not less than five (5) years after final payment under this MOU or until any final audit has been fully completed, whichever is later. Grantee shall provide, in a prompt and timely manner, financial, operational and other reports, as requested by the General Manager, in form and substance satisfactory to the General Manager. Such reports, including any copies, shall be submitted on recycled paper and printed on doublesided pages, to the maximum extent possible Inspection and Audit. Grantee shall make available for review by the SFPUC and its employees and authorized representatives, any files, records, books, invoices, documents, and payrolls related to the use of Grant Funds under this MOU. Grantee shall also install all necessary equipment, such as dedicated irrigation meters for the project site, if required as part of compliance with the Water Efficient Irrigation Ordinance, and make staff resources available to coordinate with SFPUC and its employees and authorized representatives to collect and analyze water use data upon completion of the projects included in the Grant Plan. ARTICLE 7 EVENTS OF DEFAULT AND REMEDIES 7.1. If Grantee fails to perform any portion of the Grant Plan, SFPUC may do any of the following, individually or in combination: (a) Termination. The SFPUC may terminate this MOU by giving a written termination notice to Grantee. In that event, this MOU shall terminate on the date specified in such notice. (b) Withholding of Grant Funds. The SFPUC may withhold all or any portion of Grant Funds not yet disbursed hereunder, regardless of whether Grantee has previously submitted a Funding Request or whether the SFPUC has approved the disbursement of the Grant Funds requested in any Funding Request. Any Grant Funds withheld pursuant to this Section and subsequently disbursed to Grantee after cure of Grant Plan performance failures shall be disbursed without interest. (c) Return of Grant Funds. The SFPUC may demand the immediate return of any previously disbursed Grant Funds that have been claimed or expended by Grantee in breach of the terms of this MOU. ARTICLE 8 NOTICES AND OTHER COMMUNICATIONS 8.1. Requirements. Unless otherwise specifically provided herein, all notices, consents, directions, approvals, instructions, requests and other communications hereunder shall be in writing, shall be addressed to the person and address set forth below and shall be (a) deposited in the U.S. mail, first class, certified with return receipt requested and with appropriate postage, (b) hand delivered or (c) sent via facsimile (if a facsimile number is provided below): If to the SFPUC: To: Steven R. Ritchie, Assistant General Manager, Water A - 5

6 525 Golden Gate Avenue, 13 th Floor San Francisco, CA Cc: Paula Kehoe, Julie Ortiz 525 Golden Gate Avenue, 10 th Floor San Francisco, CA If to Grantee: To: Ana M. Alvarez, Superintendent of Parks & Open Space San Francisco Recreation and Park Department 501 Stanyan Street San Francisco, CA Cc: Marvin Yee, Landscape Architect / Capital Division San Francisco Recreation and Park Department 30 Van Ness, 5 th Floor San Francisco, CA ARTICLE Modification. This MOU may not be modified, nor may compliance with any of its terms be waived, except by written instrument executed and approved in the same manner as this MOU Entire MOU. This MOU and the Application Documents set forth the entire MOU between the parties, and supersede all other oral or written provisions. If there is any conflict between the terms of this MOU and the Application Documents, the terms of this MOU shall govern. The following appendices are attached to and a part of this MOU: Appendix A, Definition of Eligible Expenses Appendix B, Definition of Grant Plan Appendix C, Budget for Grant Plan Appendix D, Funding Request Form IN WITNESS WHEREOF, the parties hereto have caused this MOU to be duly executed as of the date first specified herein. A - 6

7 SFPUC SAN FRANCISCO PUBLIC UTILITIES COMMISSION By: HARLAN L. KELLY, JR. GENERAL MANAGER APPROVED: RECREATION AND PARK COMMISSION By: Margaret McArthur, Secretary Date: GRANTEE: SAN FRANCISCO RECREATION AND PARK DEPARTMENT by and through its Recreation and Park Commission By: PHILIP A. GINSBURG GENERAL MANAGER APPROVED: CITY ATTORNEY By: Francesca Gessner, Deputy City Attorney Resolution No. A - 7

8 APPENDIX A Definition of Eligible Expenses The term Eligible Expenses shall mean expenses incurred and paid by Grantee during the term of this MOU in implementing the terms of the Grant Plan. All Eligible Expenses must be: (a) paid by Grantee prior to the submission of the applicable Funding Request (no advances of Grant Funds shall be made); (b) direct out-of-pocket expenses incurred by Grantee or its officers, directors and employees; (c) within the scope of the applicable Budget line item; and (d) directly related to activities performed within the SFPUC retail water service area or the physical boundaries of the City and County of San Francisco. Eligible Expenses shall specifically exclude: (1) personal or business-related costs or expenses related to meals, catering, transportation, lodging, or fundraising; (2) any costs or expenses which are prohibited under the terms and conditions of any federal or state grant supplying all or any portion of the Grant Funds; or (3) penalties, late charges or interest on any late payments. A - 8

9 APPENDIX B Definition of Grant Plan The term Grant Plan shall mean all proposed landscape and irrigation retrofits to the Alta Plaza Park (North Side) Water Conservation Project, as detailed below: This project involves an irrigation system replacement and landscape renovation to 5.5 acres of the north side of Alta Plaza Park, located in the Pacific Heights neighborhood. An estimated 2,468,890 gallons of water a year (39%) is expected in water savings after completion of the Grant Plan. The project will replace the antiquated, leaking irrigation system with a water efficient irrigation system; install a smart controller to manage water distribution; substitute portions of the lawn with no-mow or low-mow grasses; and reduce the lawn where feasible and replace those portions of the lawn that are underused with low water using, drought-tolerant shrubs. The project will remove about five to nine feet of lawn that is adjacent to the walls on the north, east and west sides of the park and replace the existing turf with drought tolerant perennials and shrubs. The effectiveness of this project will be monitored primarily through the comparison of pre- and post-renovation metered water consumption data. Tasks and Schedule: Tasks Topographic and Existing Conditions Survey Schedule Start Date Duration Schedule End Date 09/09/ weeks 09/30/2013 Contract for Engineering Services 09/09/ weeks 09/30/2013 Community Meetings 01/01/ weeks 02/28/2014 CEQA Compliance 03/01/ weeks 03/31/2014 Rec & Park Commission Approval 04/01/ weeks 04/16/2014 Construction Documentation and Tier 2 Landscape Documentation Package 04/17/ weeks 07/31/2014 Advertise, Bid and Contract Award 08/01/ weeks 11/30/2014 Construction 12/01/ weeks 03/31/2014 Closeout 04/01/ weeks 05/31/2015 Reporting: Grantee shall prepare and submit a monthly Progress Report to SFPUC at the end of each month. A Progress Report template will be provided to the Grantee. The Progress Report shall include at a minimum the following: o Progress of the project o Tasks completed during the report period o Tasks planned for the next report period B - 1

10 o Anticipated challenges and mitigation strategies o Schedule status o Budget status B - 2

11 APPENDIX C Budget for Grant Plan The Alta Plaza Park North Side Water Conservation Project includes funding contributions from both the SFPUC and the Grantee to complete all tasks under the Grant Plan. The following budget includes SFPUC s grant funding and the Grantee s contribution. Per Article 5.2, the Grantee shall provide a Five Hundred Eighty Three Thousand Four Hundred and Seven Dollars ($583,407) contribution to the total Grant Plan budget. The estimated 39% annual water savings cannot be achieved without the Grantee s contribution to the budget. Task Contribution by SFPUC Contribution by Grantee Specify Staff or Contractor Budget 1. Topographic survey $0 $30,000 DPW/BSM $30, Contract for DPW services $0 $3,000 RPD/PM $3,000 3a. Community Meetings throughout Construction Documentation Phase: DPW/BDCD Labor 3b. Community Meetings throughout Construction Documentation Phase, RPD/PM Labor 4. Advertise, Bid and Contract Award 5a. Construction: Contract, including contingency $0 $92,238 DPW/BDCD $92,238 $0 $5,385 RPD/PM $5,385 $0 $16,200 DPW (Contract Preparation) & RPD/PM $16,200 $583,407 $357,517 Contractor $940,924 5b. Construction: DPW Labor $0 $67,082 DPW/BCM $67,082 5c. Construction: RPD/PM Labor $0 $8,385 RPD/PM $8, Closeout $0 $3,600 RPD/PM $3,600 Grantee Contribution -- $583, $583,407 SFPUC Grant Funding $583, $583,407 Total Grant Plan Budget $1,166,814 C - 1

12 APPENDIX D Funding Request Form, 2014 To: Steven R. Ritchie, Assistant General Manager, Water 525 Golden Gate Avenue, 13 th Floor San Francisco, CA Cc: Paula Kehoe, Julie Ortiz 525 Golden Gate Avenue, 10 th Floor San Francisco, CA Re: Alta Plaza Park North Side Water Conservation Project Pursuant to Section 5.3 of the MOU (the MOU ) dated as of November, 2013 between the undersigned ( Grantee ) and the San Francisco Public Utilities Commission ( SFPUC ) (all capitalized terms defined in the MOU shall have the same meaning when used herein), Grantee hereby requests a disbursement of Grant Funds as follows: Total Amount Requested in this Request: Maximum Amount of Grant Funds Specified in Section 5.1 of the MOU: $583,407 Total of All Grant Funds Disbursed Prior to this Request: $0 Grantee certifies that: (a) The total amount of Grant Funds requested pursuant to this Funding Request will be used to pay Eligible Expenses, which Eligible Expenses are set forth on the attached Schedule 1, to which is attached true and correct copies of all required documentation of such Eligible Expenses. (b) After giving effect to the disbursement requested pursuant to this Funding Request, the Grant Funds disbursed as of the date of this disbursement will not exceed the maximum amount set forth in Section 5.1. (c) The representations and warranties made in the MOU are true and correct in all material respects as if made on the date hereof; (d) No Event of Default has occurred and is continuing; and (e) The undersigned is an officer of Grantee authorized to execute this Funding Request on behalf of Grantee. SAN FRANCISCO RECREATION AND PARK DEPARTMENT By Print Name Title D - 1

13 SCHEDULE 1 TO REQUEST FOR FUNDING The following is an itemized list of Eligible Expenses for which Grant Funds are currently requested: Table 1: Grant Funds Currently Requested Payee Amount Description The following is a list of how Grant Funds previously provided to the Grantee have been expended: Table 2: Grant Funds Already Expended Payee Amount Description The following are attached as part of this Schedule 1: For Table 1: (1) Quotes from contractor or manufacturer for each item of Eligible Expense for which Grant Funds are requested. For Table 2: (1) Progress report that provides detailed information for each item of Eligible Expenses for which Grant Funds were expended; (2) For Eligible Expenses that are wages, salaries, or benefits, the Grantee shall provide an extract from the labor distribution system supporting the wages and related benefits paid. (3) For Eligible Expenses that are not wages, salaries, or benefits, the Grantee shall provide a copy of the invoice paid and a FAMIS screen print showing payment to the vendor. F - 1