2020/10/08 Yojo Coffee & Frozen Yogurt Covid-19 Small Business Assistance Grant AgreementPage 1 of 11
CITY OF MENIFEE
COVID-19 SMALL BUSINESS ASSISTANCE
GRANT AGREEMENT
YOJO COFFEE & FROZEN YOGURT
This COVID-19 SMALL BUSINESS ASSISTANCE GRANT AGREEMENT
(“Agreement”) is made this ___________ day of _______ 2020 (“Effective Date”) by and
between the CITY OF MENIFEE, a California municipal corporation (“City”);and YOJO
COFFEE & FROZEN YOGURT. a business licensed to operate in the City of Menifee
(“Business”), collectively referred to as the “Parties”.
WHEREAS, on March 18, 2020, per Resolution No. 20-869 the City of Menifee declared
a public health emergency within the City of Menifee arising from the COVID-19 outbreak, and
WHEREAS, on March 19, 2020, Governor Newsom issued Executive Order N-33-20,
“Stay At Home” Order, which generally prohibited all people in California from leaving their
homes or participating in social, spiritual and recreational gatherings of any kind regardless of
the number of participants, and all non-essential businesses in California State from
conducting business, within the limitations therein; and
WHEREAS, Governor Newsom issued Executive Order N-60-20, which established an
initial four-phased approach to reopening the State of California; and
WHEREAS, as of August 2020, Riverside County remains under the State of California
Department of Public Health watch list of counties being monitored for worsening coronavirus
(COVID-19) trends, and thereby is subject to significant restrictions to regular business
operations, including, but not limited to, indefinite closure of bars, pubs, brewpubs, and
breweries, restricted operations for dine-in restaurants, and prohibition of indoor dine in
activity; and
WHEREAS, disruptions to workers and small businesses are serious, as small
businesses are the backbone of our economy, and provide the foundation of employment,
services for the community, and revenue for cities and other public agencies to continue to
provide essential services for the public welfare and benefit; and
WHEREAS, the Menifee City Council recognizes that one of its essential functions is to
secure the health and welfare of Menifee’s citizens; and
WHEREAS, resources are necessary to help small businesses survive and certain
small businesses reasonably require public aid in order to survive; and
WHEREAS, on March 18, 2020, under Resolution 20-869, the Menifee City Council
authorized the City Manager, designated as the Director of Emergency Services, to explore
CFDA No. #21.019
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October8th
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and implement economic development incentives, up to a maximum cumulative among of
$250,000 to assist local businesses during the period of the emergency; and
WHEREAS, on March 27, 2020, the United States Congress adopted the Coronavirus
Aid, Relief, and Economic Security Act (“CARES Act”) which, among other things, amended
Section 601(a) of the Social Security Act and established the Coronavirus Relief Fund, as
added by section 5001 of the CARES Act (PL 116-136), and appropriated $150 billion to the
Coronavirus Relief Fund be used to make payments for specified uses to States and certain
local governments; and
WHEREAS, guidance issued by the U.S. Treasury Department indicates that necessary
expenditures incurred due to the COVID-19 public health emergency include costs incurred to
support local businesses that suffered losses due to COVID-19 business interruptions, or
incurred costs for personal protective equipment or other materials, supplies and equipment
needed to safely operate following a COVID-19-related closure; and
WHEREAS, the Business has applied for and has been selected by the City to receive a
grant from the CARES Act COVID-19 Small Business Assistance Grant Program administered
by the City (“Grant Funds”) for allowable expenses, as set forth herein.
NOW THEREFORE, the Parties do hereby agree as follows:
AGREEMENT
1. Overview
(a) Purpose: The City of Menifee’s COVID-19 Small Business Assistance Grant
Program (“Grant Program”) provides financial assistance to City-based small
businesses impacted by the COVID-19 pandemic.
(b) Program Funding: The City has agreed, subject to appropriation, and
pursuant to the CARES Act signed into law by President Trump on March 27, 2020, to
utilize funds received through the CARES Act Coronavirus Relief Fund to assist small
businesses within the City. The Parties acknowledge that funding for this Agreement
comes solely as reimbursement of, or payments made to, the City from the State of
California through the CARES Act. The City has no independent obligation to provide
the Business with funds from any other source.
(c) Grant Amount: Pursuant to this Agreement, the City, through Menifee CARES
Funds, will disburse (award not to exceed $5,000.00) to the Business.
(d) Grant Use: The Grant must be used for employee salary and benefits and
other business capital and operating expenses directly related to the immediate impacts
of COVID-19 as identified in the application submitted by Business. No other use of
funds is allowed by the Business. Business shall use Grant Funds only to pay for
reimbursement of Eligible Expenses incurred during the time period set forth in Section
1(f) Grant Term. A list of Eligible and Ineligible Expenses is included in Exhibit 1. In the
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event an expenditure is submitted that is ineligible for payment per Exhibit 1, it will not
be reimbursed by the City.
(e) Grant Disbursement: City will disburse the Grant to the Business within Thirty
(30) business days after all of the following have been completed: 1) all Parties have
signed this Agreement, 2) the Business has submitted the required application,
financial, and disbursement forms, and 3) the Business has submitted a Safe
Reopening Plan, hereby attached as part of this Agreement.
(f) Grant Term: The Grant Term of this Agreement shall begin on March 18, 2020
and terminate on October 31, 2020 (“Grant Term”), unless formally extended by an
executed agreement amendment.
(g) City Liaison: The Business will be assigned an individual at City who will
serve as a primary point of contact for questions and will connect the Business to
resources during the Grant Term (“City Liaison”).
(h) Compliance with Federal, State and Local Laws: The Business shall comply
with and obey all applicable federal, state and local laws, regulations, and ordinances
(“Applicable Laws”). Should the Business’ spending of the Grant Funds be inconsistent
with Applicable Laws and/or provisions of this Agreement, the City shall have the right
to the return of any portion of the Grant Funds that are later determined to have been
spent in violation of Applicable Laws and/or the provisions of this Agreement. In the
alternative, at the City’s option and in the City’s sole discretion, the City may recapture
such funds from payments due under this Agreement. The City shall not exercise this
right until it has given written notice of noncompliance with Applicable Laws or this
Agreement to Business and allowed the Business a period of ten (10) days from the
date of notice for Business to cure the noncompliance. The right of recapture provided
in this Section is in addition to and not in lieu of any right which California law provides
for breach of contract.
(i) No Use of Grant Funds for Expenses Covered by Other Programs: The
Business shall not use Grant Funds to cover payroll or other employee-related or
business-associated costs for which the Business has received other federal, state or
regional funds, including without limitation funds made available under the Payroll
Protection Program (PPP), Economic Injury Disaster Loan (EIDL), or unemployment
insurance compensation.
(j) Certification Regarding Debarment, Suspension, Ineligibility and Voluntary
Exclusion – Lower Tier Covered Transaction: Business certifies, by signing this
Agreement that neither it nor its principals is presently debarred, suspended, proposed
for debarment, declared ineligible, or voluntarily excluded from participation in this
transaction by any Federal or State department or agency.
(k) Final Report:
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(i) By December 1, 2020 (“Reporting Deadline”), the Business must
provide the City with a “Final Report” on the operational status of the Business,
the number of current employees and an accounting of the use of the Grant
Funds as of October 31, 2020. The City will provide an online reporting template
by November 1, 2020. The Business must either complete the online template,
send via email, or mail a paper copy of the completed template to the following
address by the Reporting Deadline:
City of Menifee
29844 Haun Road
Menifee, CA 92586
Attn: Economic Development Department
menifeecaresgrant@cityofmenifee.us
(ii) As an attachment to the Final Report, the Business must provide
documentation of its reported Grant Funds use, such as expense receipts and
payroll filings for the periods covering the Grant Term period.
(i) Repayment of Grant Funds:
(i) If the Business does not use the Grant Funds as required by Section
1(d), then the Business must repay the ( award not to exceed $5,000.00) to the
City by January 31, 2021.
(ii) If the Business ceases operations before the end of the Grant Term,
the Business must notify the City Liaison immediately and must complete the
Final Report and repay any unused portion of the Grant to the City within thirty
(30) days of business closure.
2. General Provisions
(a) Notices, Demands, and Communications between the Parties: Formal
notices, demands, and communications between the Parties shall be given by (i)
personal service; (ii) reputable document delivery service, such as Federal Express,
with a receipt showing date and time of delivery; or (iii) certified or first-class United
States mail, postage prepaid, with a receipt showing date and time of delivery
To the City: City of Menifee
29844 Haun Road
Menifee, CA 92586
Attn: Economic Development Department
To the Business: YOJO COFFEE & FROZEN YOGURT
26834 Cherry Hills Bl
Attn: Stephen Tapley
Email: steve@tapley.biz
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Written notices, demands, and communications shall be sent in the same manner to
other addresses that any Party designates in writing.
(b) Entire Agreement; Amendments: This Agreement constitutes the entire
agreement among the Parties as to the Grant Program and may not be amended or
modified, except in writing signed by each of the Parties. The Business may not assign
or transfer its rights and interests in this Agreement to any other person, business or
entity.
(c) No Third-Party Beneficiaries: This Agreement is not intended to create any
rights or benefits for a person or entity who is not a party, whether as a third-party
beneficiary or otherwise.
(d) Governing Laws; Venue: This Agreement shall be governed by the laws of
the State of California. Any legal action related to the performance or interpretation of
this Agreement shall be filed only in the Superior Court of the State of California located
in Riverside, California, and the parties waive any provision of law providing for a
change of venue to another location.
(e) Severability: If any term of this Agreement is held by a court of competent
jurisdiction to be invalid, void or unenforceable, the other provisions will remain in force
to the extent practicable and taking into consideration the purposes of this Agreement.
(f) Interpretation: The terms of this Agreement shall be construed in accordance
with the meaning of the language used and not for or against any party by reason of the
authorship or any other rule of construction that might otherwise apply. The section
headings are for purposes of convenience only and shall not be construed to limit or
extend the meaning of this Agreement.
(g) Determinations; Disbursements:
(i) Any determination by the Director of Economic Development, or
designee, of fulfillment or non-fulfillment of the terms of this Agreement by the
Business shall be binding on the City. The City may request such determinations
by the Director of Economic Development as necessary.
(ii) The City shall have no responsibility to disburse any funds beyond the
amount that the City has received from the CARES Act Coronavirus Relief Fund
or has itself contributed for the purpose of the Grant Program.
(h) Non-Liability of Officials, Employees, and Agents: No member, official,
employee or agent of the City or of Business and Community Services shall be
personally liable to the Business in the event of any default or breach by the City or for
any amount that may become due to the Business or its successors or assigns under
the terms of this Agreement.
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(i) Attorney’s Fees: Each party shall pay its own attorney’s fees for the drafting,
review, and execution of this Agreement and matters related to this Agreement and the
Grant Program. Notwithstanding the foregoing, if any suit or action is instituted to
enforce any of the terms of this Agreement, the prevailing party shall be entitled to
recover from the other party its attorney fees and costs in addition to all other sums
provided by law.
(j) Business Day Convention: If the date of any required action falls upon a
weekend day or a holiday when the City is not open for business, the required action
may be deferred to the next business day.
(k) Force Majeure: No party will be held responsible for failing perform its
responsibilities under this Agreement if the failure results from any act of nature or other
cause that is beyond the reasonable control of the party and that makes performance
impossible or illegal.
(l) Confidentiality: Business shall identify any confidential or proprietary records
by clearly labeling each document as confidential or proprietary and listing the asserted
basis for the label, such as trade secret. City will not disclose records labeled as
confidential or proprietary except pursuant to law, subpoena, or court order. Business
acknowledges that City is a public entity subject to both the California Public Records
Act and the Brown Act and is therefore unable to guarantee confidentially of all
documents and records related to this Agreement.
(m) Counterparts: This Agreement may be executed in one or more counterparts,
each of which shall be an original and all of which together shall be one and the same
instrument. A facsimile, .pdf copy or other electronic signature (e.g., Docusign) of this
Agreement, when signed in compliance with this Section, is an enforceable, original
agreement for all purposes.
(n) Dispute Resolution: In the event that an issue regarding or arising under this
Agreement cannot be resolved by the Parties, the issue will be brought to the Director of
Business and Community Services, or designee, for final decision.
(o) Non-Discrimination: The Business will not discriminate against any individual
with regard to employment or participation or in any other manner for reasons of race,
color, religion, gender or gender identification, sexual identity, pregnancy, childbirth or
related medical conditions, national origin, age, marital status, disability or any other
characteristic that is protected by local, state or federal law.
(p) Maintenance of Records: The Business shall maintain accurate written
records, including accounting records such as invoices, sales receipts, and proof of
payment, books, documents, data and other evidence that reflects all of Business’ direct
and indirect expenditures of Grant Funds. These records must be sufficient to
demonstrate that the Grant Funds have been used in accordance with Section 601(d) of
the Social Security Act and the list of Eligible Expenses in Exhibit 1. The City may at
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any time review the documentation to determine the Business’ conformance with the
requirements of the Grant Program, and the Business shall make available to the City,
upon request, all of the Business’ records and documents with respect to all matters
covered by this Agreement.
(i) The City may require the Business to provide additional documentation
if the existing documentation is deemed incomplete.
(ii) The Business shall retain all records related to this Agreement for a
period of five (5) years following the receipt of Grant Funds. These records,
including materials generated under the Agreement, shall be subject at all
reasonable times to inspection and review by the City, and to an audit by the
State of California Department of Finance, the Office of the State Auditor, and
federal and state officials so authorized by law, regulation or agreement.
(iii) If any litigation, claim or audit is started before the expiration of the five
(5) year period provided in Section 2(p)(ii) above, the records shall be retained
until all litigation, claims, or audit findings involving the records have been
resolved.
(iv) Except as otherwise provided in this Agreement, all Business
documents and records comprising this Agreement, and all other documents and
records provided to the City by the Business, are deemed public records subject
to disclosure under the California Public Records Act. Thus, the City may be
required, upon request, to disclose the Agreement and documents or records
related to it unless an exemption under the California Public Records Act or other
laws applies.
(q) Administration: The City Council, the City Manager, or their designee(s), are
the only authorized City representatives who may at any time, by written order, alter this
Agreement. The Economic Development Director or designee, shall administer this
Agreement on behalf of the City.
(r) Further Assurances: Business agrees to execute such other and further
documents as may from time-to-time in the reasonable opinion of City be necessary to
perfect, confirm, establish, reestablish, continue, or complete the purposes and
intentions of this Agreement.
(s) Indemnity: To the fullest extent permitted by law, Business shall indemnify,
defend and hold harmless City, its City Council, boards and commissions, officers,
agents, volunteers, and employees (collectively, the “Indemnified Parties”) from and
against any and all claims (including, without limitation, claims for bodily injury, death or
damage to property), demands, obligations, damages, actions, causes of action, suits,
losses, judgments, fines, penalties, liabilities, costs and expenses (including, without
limitation, attorney's fees, disbursements and court costs) of every kind and nature
whatsoever (individually, a “Claim”; collectively, “Claims”), which may arise from or in
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any manner relate, directly or indirectly, to misrepresentations by Business, the
expenditure of Grant Funds, the application submitted by the Business, or this
Agreement (including the negligent and/or willful acts, errors and/or omissions of the
Business, its principals, officers, agents, employees, vendors, suppliers, consultants,
subcontractors, anyone employed directly or indirectly by any of them or for whose acts
they may be liable or any or all of them). The provisions of this Section shall survive the
termination of this Agreement.
YOJO COFFEE & FROZEN YOGURT
By: ____________________________________ _________
Date
CITY OF MENIFEE, CALIFORNIA
By: ____________________________________________________ _________
Gina Gonzalez, Date
Economic Development Director
By: ____________________________________________________ _________
Armando G. Villa Date
City Manager
Approved as to Form: _______________________________________ _________
Jeffrey T. Melching Date
City Attorney
Attest: __________________________________________________ _________
Sarah A. Manwaring Date
City Clerk
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Stephen Tapley
10/1/2020
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10/6/2020
10/7/2020
10/8/2020
10/8/2020
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EXHIBIT 1:– ELIGIBLE & NON-ELIGIBLE USE OF GRANT FUNDS
A. Eligible Uses of Grant Funds:
a. Payment of rent or required monthly loan payments.
b. Payments of regular wages, employee benefits and taxes; provided such expenses
have not been and, to the best knowledge of the Business, will not be reimbursed under
any federal, state or regional program, including any grant or loan programs.
c. Expenditures involved in typical operating costs, including those set forth on an
income statement as a regular, ongoing cost of operating the business.
d. Typical draws or wages paid on a regular interval to the owner; provided such draws
or wages are consistent with those paid to the owner in previous corresponding
quarters, years or other appropriate time intervals.
e. Expenses for compliance with COVID-19-related public health measures, including
personal protective equipment and supplies, plexiglass barriers or other similar
equipment and expenses reasonably necessary for the protection of public health and
the health of Business owners and employees.
B. Ineligible Uses of Program Grant Funds:
a. Political campaign contributions or donations.
b. Charitable contributions or gifts.
c. Bonus payments to Business owners, officers or employees.
d. Payment of wages to any member of the Business owner’s family who is not a bona
fide employee.
e. Draws or salary to Business owner that exceeds the amount paid over a
corresponding interval, quarter, or year in 2019.
f. Paydown or payoff of debt by more than the monthly amount required by the
underlying debt instrument.
g. Payroll and other employee- or business-associated costs for which the Business has
received or expects to receive reimbursement from other federal, state or regional funds
(e.g. Payroll Protection Program or unemployment insurance).
h. Damages covered by insurance.
i. Reimbursement to donors for donated items or services.
j. Severance pay.
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k. Legal settlements.
l. Any expense not considered an eligible business expense by the Department of the
Treasury Internal Revenue Service.
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