FY20 DERA SYSCO AGREEMENT- PARTIALLY SIGNED.PDF
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MEMORANDUM OF UNDERSTANDING
MARICOPA COUNTY AIR QUALITY DEPARTMENT
&
SYSCO CORPORATION
MOU Title: State Clean Diesel Grant Program Sub Award
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CFDA: 66.040 State Clean Diesel Grant
Program (B)
Federal Award ID (FAIN): 99T63001
EPA Award Date: August 18, 2020
Effective Date: Upon Final Signature
Termination Date: September 30, 2021
COUNTY
SUBRECIPIENT
Maricopa County
Sysco Corporation (Sysco Foodservices of Arizona)
3800 N Central Ave. Suite 1400
1390 Enclave Parkway
Phoenix, AZ 85012
Houston, Texas 77077
Name: Philip A. McNeely
Name: Eddie Tantoco
Title: AQD Director
Title: Director, Tax and Business Incentive
Phone: 602.506.6701
Phone 281-584-4097
SAM Name: Sysco Corporation
System of Award Management (SAM) No.:051099661
Congressional District: TX 07
This Memorandum of Understanding (MOU) is entered into by and between MARICOPA COUNTY [hereinafter referred to as the
“Maricopa County” or ‘the County”] and SYSCO CORPORATION, hereinafter referred to as “Sysco”.
The purpose of this MOU is to administer the funding provided by the Environmental Protection Agency (EPA) through Maricopa
County to the subrecipient SYSCO for the State Clean Diesel Grant Program Funding provided through the Diesel Emissions Reduction
Act (DERA). As part of this MOU, the Board of Supervisors is acting under the authority of A.R.S. 11-952 to enter into this MOU.
SYSCO will assume the following responsibilities:
SYSCO will procure the replacement of the vehicle/s in line with guidelines set forth by the FY2019-2020 State Clean Diesel
Grant Program Information Guide.
SYSCO will provide a work plan via separate attachment to the County for review and approval prior to initiating work.
SYSCO will ask for written prior approval from the County for any work plan changes prior to initiating work not approved in
original application/technical data worksheet.
SYSCO will provide monthly reports to Maricopa County on the purchasing of the new vehicles and any issues that arise.
SYSCO will provide quarterly reports with complete updated technical data worksheet.
SYSCO will register as an entity on Sam.gov in order to receive federal grant funds.
SYSCO will register as a vendor to Maricopa County in order to be reimbursed for purchases.
SYSCO will provide detailed invoices to Maricopa County in order to be reimbursed for purchases.
SYSCO will complete all work defined in the project work plan by September 30, 2021.
SYSCO will submit all final project data required to close out the grant including programmatic, financial and environmental
results including a final updated technical data worksheet.
MOU TERMS
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1.
Recitals: The purpose of this MOU is to administer the Diesel Emission Reduction Act (DERA) sub award, as explained under
42 U.S.C. 16133.
2.
Definitions: The Parties agree to expeditiously initiate and complete the scope of work under this MOU. The Parties warrant,
represent and agree that they, their employees and representatives will comply with all applicable provisions provided herein.
The following definitions shall apply to the terms used in this MOU, except where the context necessarily requires otherwise.
2.1
“U.S.C.” means United States Code.
2.2
“MOU” means this written document between SYSCO and the County.
2.3
“County” means MARICOPA COUNTY, which is acting on behalf of the State of Arizona.
2.4
"Parties" means Sysco Corporation (SYSCO) and MARICOPA COUNTY.
3.
Access to Information: Subject to statutory confidentiality requirements of the County and SYSCO, both parties to this MOU
shall have full, complete and equal access to data and information prepared under this MOU on a no-charge basis.
4.
Amendment: This MOU may be modified only by written Amendment signed by the Director or designee, of SYSCO and
the person duly authorized to act on behalf of the County. Amendments shall be executed with the same formalities as this
MOU. Executed copies of any Amendment shall be provided to both parties.
5.
Amount of MOU: A maximum amount of $103,000.00 will be funded under this MOU.
6.
Governing Law:
6.1
This MOU shall be governed by and construed in accordance with the laws of the State of Arizona.
6.2
Implied Consent Terms: Each provision of applicable law and any terms required by law to be in this MOU are a part of this
MOU as if fully stated in it.
7.
Assignment: Neither Party may assign any rights hereunder without the express, written, prior consent of the other Party.
8.
Audit of Records: SYSCO shall retain all data, books and other records (“records”) relating to this MOU for a period of five
years after completion of the MOU, any litigation, claim, negotiation, audit, cost recovery, or action involving the records has
been completed. All records shall be subject to inspection and audit by the EPA at reasonable times. Upon request, the SYSCO
shall produce the original of any or all such records. Examples of such records include:
a.
Subrecipient financial statements and reports
b. Programmatic reports including information on environmental results
c.
Audit findings
9.
MOU Term: The initial term of this MOU shall be from the date the final signatory signs the MOU and will be valid until
September 30, 2021.
10.
Effective Date: This MOU shall become effective upon execution of the MOU by all parties.
11.
Non-Availability of Funds: Every payment obligation of the County under this MOU is conditioned upon the availability of
funds appropriated or allocated for the payment of such obligation. If funds are not allocated and available for the continuance
of this MOU, this MOU may be terminated by either party at the end of the period for which funds are available. No liability
shall accrue to either party in the event this provision is exercised, and the parties shall not be obligated or liable for any future
payments or for any damages as a result of termination under this paragraph.
12.
Notices, Correspondence, Reports and Invoices:
12.1
All notices and correspondence from the County shall be sent to:
Yusra Farooqi, Senior Analyst, Tax & Business Incentives
1390 Enclave Parkway
Houston, Texas 77077
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(281) 584-7033
Farooqi.Yusra@corp.sysco.com
12.2
All correspondence relating to the execution of the MOU, clarification of this MOU, and MOU Amendments shall be sent to:
For Sysco Corporation:
For Maricopa County:
Eddie Tantoco, Director, Tax and Business Incentive Larz Garcia, Grant Programs Administrator
Sysco Corporation
Maricopa County Air Quality Department
1390 Enclave Parkway
3800 N. Central Avenue, Ste 1400
Houston, TX 77077
Phoenix, AZ 85012
(281) 584-4097
(602) 506-0147
Tantoco.Edward@corp.sysco.com
larz.garcia@maricopa.gov
13.3
Either party to this MOU may designate a new contact by filing a notice with the other party in accordance with these notice
requirements.
14.
Ownership of Information: Title to all documents, reports and data prepared in the course of this MOU by SYSCO shall rest
with the County. The County shall have full and complete rights to reproduce, duplicate, disclose, perform, and otherwise use
all information prepared under this MOU.
15.
Reporting: Reporting pursuant to 42 U.S.C. 16133 shall be in accordance with the Scope of Work at the end of this MOU. In
addition, SYSCO will provide quarterly status reports.
16.
Severability: The provisions of this MOU are severable to the extent that any provision or application determined to be invalid
shall not affect any other provision or application of the MOU, which shall remain in effect without the invalid provision or
application.
17.
Termination:
17.1
SYSCO or the County may terminate this MOU at any time, with or without cause, after giving 30 days written notice of
termination to the other party, as appropriate. The notice shall specify the effective date of termination.
17.2
In the event the MOU is terminated, with or without cause, SYSCO shall deliver all finished or unfinished program documents,
data, and reports prepared as a result of this MOU to the County.
18.
Indemnification:
18.1
Each party (as "Indemnitor") agrees to defend, indemnify, and hold harmless the other party (as "Indemnitee") from and against
any and all claims, losses, liability, costs, or expenses (including reasonable attorney's fees) (hereinafter collectively referred
to as "Claims") arising out of bodily injury of any person (including death) or property damage, but only to the extent that such
Claims which result in vicarious/derivative liability to the Indemnitee are caused by the act, omission, negligence, misconduct,
or other fault of the Indemnitor, its officers, officials, agents, employees, or volunteers.
DIESEL EMISSIONS REDUCTION ACT STATE CLEAN DIESEL GRANT PROGRAM OVERVIEW
Administration
Maricopa County Air Quality Department (MCAQD) will administer the Diesel Emissions Reduction Act (DERA) State Clean
Diesel Program in Maricopa County under authorization from the State of Arizona and the EPA. SYSCO will limit administrative
costs to the program by using existent funds and staff. Costs to the DERA fund will be limited to SYSCO administrative costs if
approved in the application, and equipment reimbursable costs.
DERA will allow for vehicles with engine years from 1996-2009 and 2010 or newer if retrofitted or replaced with zero emission or
low-NOx. DERA will pay the current percentages for the specified technology written in the approved work plan, and SYSCO will
be responsible for the cost share amount.
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Budget and Period of Performance
Written approval by MCAQD is required prior to any changes to the sub award budget. Failure to obtain prior written authorization
may result in suspension of the sub award or unallowability of costs.
Sub award monies are to be used only during the period of the MOU effective date through September 30, 2021. Any deviation
from this schedule must have prior approval from MCAQD. A request for extension may be considered but will require prior
approval by MCAQD and the EPA a minimum of sixty days before the scheduled end date of the award.
Disbursements
Payment of sub award monies is to be made once evidence of retrofit completion or new vehicle invoice and documentation of
proper destruction of replaced vehicle is submitted to MCAQD. Use of subaward monies is subject to compliance with these
conditions of the subaward and satisfactory project performance. MCAQD reserves the right to terminate any project that, in
MCAQD’s sole discretion, is not satisfactorily pursuing and fulfilling stated project goals and objectives. MCAQD shall reimburse
SYSCO for cancellable obligations properly incurred prior to termination notice.
Destruction Requirements
DERA Eligible Activities
DERA Funding Limits
(DERA Funds + Voluntary
Match)
Minimum Mandatory
Cost-Share (Fleet Owner
Contribution)
Exhaust Control Retrofit
100%
0%
Engine Upgrade /
Remanufacture
40%
60%
Highway Idle Reduction
25%
75%
Locomotive Idle Reduction
40%
60%
Marine Shore Power
25%
75%
Electrified Parking Space
30%
70%
Engine Replacement– Diesel
or Alternative Fuel
40%
60%
Engine Replacement– Low
NOx
50%
50%
Engine Replacement– All-
Electric
60%
40%
Vehicle/Equipment
Replacement– Diesel or
Alternative Fuel
25%
75%
Vehicle/Equipment
Replacement
– Low NOx
35%
65%
Vehicle/Equipment
Replacement
– All-Electric
45%
55%
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The vehicle/equipment being replaced will be scrapped or rendered permanently disabled within 90 days of the replacement, or
remanufactured to a certified cleaner current emission standard. Permanently disabling the chassis and disabling or remanufacturing
the engine while retaining possession of the vehicle/equipment is an acceptable scrapping method. Disabling the chassis may be
completed by cutting through the frame/frame rails on each side at a point located between the front and rear axles. Other acceptable
scrappage methods may be considered and will require written approval from MCAQD Grant Programs Administrator.
Vehicle/Equipment components that are not part of the engine or chassis may be salvaged from the unit being replaced. If scrapped
or remanufactured vehicles/equipment or salvaged vehicle/equipment chassis or components are to be sold, this program income
will need to be addressed in the submitted budget.
SCOPE OF WORK
The SYSCO, under the authorization of Maricopa County in accordance with 42 U.S.C. 16133, shall administer the Diesel
Emissions Reduction Act (DERA) State Clean Diesel Grant Program.
1. The County shall provide the following services:
1.1
Maricopa County will review and pay program invoices submitted by SYSCO.
1.2
Maricopa County will verify emissions reductions from the vehicles retrofitted or replaced. Maricopa County will collect
data from the SYSCO and submit quarterly reports as required by the EPA. On December 30, 2021, the County shall prepare
and submit a final report to the EPA that contains at least the following information:
a.
The number of vehicles retrofitted or replaced by model year.
b.
The quantity and nature of vehicle emissions reduced.
c.
The cost-effectiveness of the DERA in terms of dollars spent per ton of vehicle emission reductions.
d.
Any recommendations for improving the effectiveness of the DERA.
e.
The administrative costs of the DERA.
2. SYSCO, shall provide the following services:
2.1 Follow all program requirements as detailed in the FY2019-2020 State Clean Diesel Grant Program Information
Guide as published by the EPA - Office of Transportation and Air Quality, February 2020.
2.2 Determine and verify eligibility of retrofit components and/or vehicles for DERA.
2.3 Adhere to the project work plan noted below as approved by the EPA and the MCAQD.
2.4 Per its written procurement policy, obtain and review bids to purchase DERA-eligible qualified replacement vehicles
while adhering to Federal program requirements.
2.5 Follow all program requirements as detailed in the FY2019-2020 State Clean Diesel Grant Program Information
Guide as published by the EPA - Office of Transportation and Air Quality, February 2020.
2.5 Follow all Federal grant requirements including 2 CFR §200.318 General Procurement Standards through §200.326.
2.6 Establish and follow written policies required by the 2 CFR 200:
a.
Suspension and Debarment (per 2 CFR §200.213)
b.
Cash Management (per 2 CFR §200.302 (b)(6))
c.
Allowability of Costs (per 2 CFR §200.302(b)(7) and Subsection E-Cost Principles)
d.
Conflict of Interest (per CFR §200.318(c)(1-2)
d.
General Procurement Standards (per 2 CFR §200.318 through 200.326)
2.7
Upon MOU effective date, order, receive and document replacement vehicles.
2.8
Submit quarterly reports and vehicle data as requested by the County.
2.9
Invoice Maricopa County for program costs associated with implementing the DERA.
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2.10
Submit evidence of appropriate disposal (digital photos including the engine tag showing the serial number, engine family
number, and engine model year and of the destroyed engine block and cut frame rails or other structural components) as
required by program guidelines.
APPROVED WORK PLAN
Sysco Food
Service of Arizona
2004 Class 8
Short hauler
$103,000
$25,750
$77,250
2004 Class 8
Short hauler
$103,000
$25,750
$77,250
2006 Class 8
Short hauler
$103,000
$25,750
$77,250
2006 Class 8
Short hauler
$103,000
$25,750
$77,250
Subtotal
4 Vehicles
$412,000
$103,000
$309,000
APPROVED VEHICLES
Target Fleet:
Short Haul -
Combination
Short Haul -
Combination
Short Haul -
Combination
Short Haul -
Combination
Vehicle
Identification
Number(s):
1HSHWAHN15J029815
2FWBA3DEX5AM63739
1HSHWAHN37J451815
1M1AK02X07N004605
Vehicle Make:
INTERNATIONAL
STERLING
INTERNATIONAL
MACK
Engine Serial
Number(s):
35090566
KCB12147
35183161
004605
Engine Model
Year:
2004
2004
2006
2006
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IN WITNESS WHEREOF, the parties have executed this “MOU” as of the date set forth above;
MARICOPA COUNTY:
Clint Hickman, Chair
Maricopa County Board of Supervisors
Date
Attest by:
Fran McCarroll, Clerk of the Board
Maricopa County
Date
SYSCO CORPORATION:
Eddie Tantoco, Director, Tax & Business Incentives
Signature
Sysco Corporation (Sysco Foodservices of Arizona)
(SYSCO)
Date
Approved as to Form:
In accordance with A.R.S. §§ 11-201, 11-251, 11-951 and 11-952, the foregoing MOU has been reviewed by the
undersigned attorneys who have determined that said MOU is in proper form and is within the powers and authority
granted to the public body represented by their respective attorneys.
Talia J. Offord, Senior Deputy County Attorney
Maricopa County
Date
Eddie Tantoco, Director, Tax & Business Incentives
Sysco Corporation (Sysco Foodservices of Arizona)
Date
10/30/20