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HomeMy WebLinkAboutCalif, State of- San Joaquin River Conservancy -River West Restoration Grant Agreement-3-5-25GAVIN NEWSOM, Governor NATURAL RESOURCES AGENCY DEPARTMENT OF FISH AND WILDLIFE WILDLIFE CONSERVATION BOARD Mailing Address: P.O. Box 944209 Sacramento, California 94244-2090 www.wcb.ca.gov (916) 445-8448 Date: Scott Mozier Director of Public Works City of Fresno Scott.Mozier@fresno.gov RIVER WEST FRESNO RESTORATION FRESNO COUNTY GRANT AGREEMENT NO. WC-2523EA PROJECT ID: 2024128 Dear Scott Mozier: Enclosed is a copy of a Grant Agreement for the above referenced project , which is tentatively scheduled for consideration at the February 26, 2024 meeting of the Wildlife Conservation Board. Once approved, we will send you a fully executed copy for your records. Please do not incur any costs toward this project until you have received a fully executed agreement and Notice to Proceed. Thank you for your interest in working with the Wildlife Conservation Board. If you have any questions, please contact Erin Aquino-Carhart at erin.aquino- carhart@wildlife.ca.gov or (916) 926-9586. Sincerely, Shannon Lucas, Supervisor Restoration and Development Enclosure(s) ec: Julie Vance, Regional Manager CDFW Central Region (4) Docusign Envelope ID: 0C2E5625-B876-4E22-AF57-DD7790B3CAAB 2/17/2025 Implementation Grant Agreement Between the State of California, Wildlife Conservation Board and City of Fresno and San Joaquin River Conservancy For: River West Fresno Restoration In: Fresno County, California WC – 2523EA Docusign Envelope ID: 0C2E5625-B876-4E22-AF57-DD7790B3CAAB 2 GRANTEE: Organization Name: City of Fresno Address: 747 R Street, 2nd Floor, Fresno, CA 93721 Attn: Yue Lehman, Professional Engineer (Grantee Contact) Phone: (559) 621-8844 Email: Yue.Lehman@fresno.gov GRANTOR: Wildlife Conservation Board P.O. Box 944209, Sacramento, California 94244-2090 Attn: Erin Aquino-Carhart (Grant Manager) Phone: (916) 926-9586 Email: Erin.Aquino-Carhart@wildlife.ca.gov LANDOWNER Organization Name: San Joaquin River Conservancy Address: PO Box 28338, Fresno, CA 93729 Attn: Kari Daniska (Landowner Contact) Phone: (559) 287-1574 Email: Kari.Daniska@sjrc.ca.gov Grant Agreement No.: WC-2523EA Board Approval Date: February 26, 2025 Project Completion Date: No later than April 15, 2027 Long term Management Period: 25 years Project ID: 2024128 Grant Amount: $172,000 Docusign Envelope ID: 0C2E5625-B876-4E22-AF57-DD7790B3CAAB River West Fresno Restoration Grant Agreement Number: WC – 2523EA Project ID: 2024128 3 1. Authority. This grant is awarded pursuant to the following authority(ies): Wildlife Conservation Law of 1947, Chapter 4.0 commencing with section 1300, et seq., of the California Fish and Game Code, relating to habitat enhancement and restoration. 2. Funding. The funding for this grant comes from the following source(s): California Clean Water, Clean Air, Safe Neighborhood Parks, and Coastal Protection Fund (Proposition 40), Public Resources Code Section 5096.650(b)(5) 3. Project and Location. Grantor is entering into this agreement, and the Grant Funds shall be used, only for the purpose of assisting Grantee with the Project generally described as: decommissioning existing dirt roads and restore upland habitat and as more fully described in the Agreement, including Grantee’s obligation to manage and administer the terms of this Agreement, on approximately 358 acres of privately-owned and publicly-owned land commonly known as River West, located in Fresno County, California (Property). The Property is generally shown on the attached Exhibit A - Location Map. The San Joaquin River Access Corporation and the San Joaquin River Conservancy are the fee owners of the Property. 4. Board Approval. The Wildlife Conservation Board (Grantor) approved this grant on February 26, 2025, and hereby grants to City of Fresno, an eligible public entity, (Grantee), a sum not to exceed one hundred seventy two thousand dollars ($172,000) (Grant Funds). 5. Grantee Acceptance and Approval. Grantee accepts the Grant Funds upon and subject to the terms and conditions of this grant agreement, Grantor’s General Grant Guidelines and all applicable specific fund source guidelines referenced therein (“Grant Guidelines”), the statements contained in Grantee’s Full Application, all exhibits hereto and all other documents which may later be approved relating to this grant, including those that relate to Advance Payments described in section 15, all of which are hereby incorporated by reference and made part of this agreement (Agreement). If there is a difference in terms between the Grant Guidelines and the provision below in this Agreement and the Exhibits hereto, the provisions below and Exhibits will control. Grantee shall certify a resolution or evidence of other appropriate action of the governing board or governing body of Grantee, authorizing the execution and performance of this Agreement and the carrying out of the Project by Grantee. Grantee shall provide Grantor a copy of such authorization prior to Grantee’s execution of this Agreement. This Agreement shall be executed by a representative of Grantee who is duly authorized to do so. 6. Definitions. In addition to the definitions contained in this section, other terms may be defined in specific sections of this Agreement, including the sections that precede this section. When terms are defined in specific sections, they will be contained within parenthesis. a. “Advance Payments” means Grant Funds provided to Grantee before the associated work has been performed. b. “Agreement” means this Grant Agreement number WC – 2523EA and includes each of the documents described and incorporated by reference into this Agreement specified in section 5. c. “Breach” occurs when Grantee fails to perform a condition or term in this Agreement. Docusign Envelope ID: 0C2E5625-B876-4E22-AF57-DD7790B3CAAB River West Fresno Restoration Grant Agreement Number: WC – 2523EA Project ID: 2024128 4 d. “Contingency” or “Contingencies” means an unanticipated Project-related expense that was not included in a project task in Exhibit B - Budget at the time the Agreement was executed or an expense that was included but costs for the expense have substantially increased since the execution date. e. “Default” means a Grantee’s uncured or uncurable Breach. f. “Disbursement Request” is an invoice for either work performed sent in arrears, a request for Advance Payment or for payment of Retained Grant Funds. g. “Effective Date” is the date that the Agreement is executed by Grantor or Grantor’s duly authorized representative. h. “Equipment” means the machines, electronics, apparatuses, or appliances (excluding furniture) that Grantee needs to perform the Project. i. “Full Application” means the document prepared containing the terms approved by Grantor on the date specified in section 4. j. “Grant Funds” means the money described in section 4 that is provided by Grantor to Grantee pursuant to this Agreement and includes any interest paid to Grantee from the deposit of any Advance Payments awarded to Grantee. k. “Grant Manager” means the person(s) specified as the contact for Grantor on page 2. l. “Grantee” means the entity identified in section 4 of this Agreement. m. “Grantor” is the Wildlife Conservation Board. n. “Grant Guidelines” are Grantor’s General Grant Guidelines in addition to any specific grant guidelines adopted by Grantor for the specific fund sources used for this Grant that were in effect on the date of Grantor’s approval in section 4. o. “Indirect Costs” (also commonly known as administrative costs or administrative overhead) are the non-Project specific costs of doing business. They include but are not limited to things like utilities, office space rental, phone service, office supplies, computers, internet access and copying. They may not include costs for fundraising, lobbying, entertainment, and food and beverages. p. “Long-term Management Period” is 25 years beginning on the Effective Date. q. “Mitigation” means to satisfy any requirement or condition imposed by any non-Project related permit, agreement, authorization or entitlement for use that is required to compensate for or otherwise offset impacts of any activity. r. “Notice to Proceed” means the notice sent by Grantor that contains the Project Start Date which is the date Grantee can begin reimbursable work under the Agreement. s. “Parties” are Grantor and Grantee, each individually a “Party”. t. “Project” means the work described in section 3 of this Agreement, Exhibits and the documents incorporated by reference herein. Docusign Envelope ID: 0C2E5625-B876-4E22-AF57-DD7790B3CAAB River West Fresno Restoration Grant Agreement Number: WC – 2523EA Project ID: 2024128 5 u. “Project Activities” means the work described in Exhibit C – Work Plan and any amendments thereto. v. “Project Completion Date” means when the items described in section 23 are complete and must be no later than the date set out on page 2. w. “Project Costs” mean the Grant Funds used by Grantee to carry out the Project. x. “Project Start Date” means the date in Grantor’s Notice to Proceed that reimbursable work can begin on the Project for which Grantee may be paid from Grant Funds. y. “Project Term” is the period of time between Project Start Date and Project Completion Date, unless this Agreement is terminated pursuant to section 47. If the Agreement is terminated, the termination date is the end date of the Project Term. z. “Property” is the area generally described in section 3. aa. “Retained Grant Funds” (also known as Retention) is a percentage of costs incurred by Grantee that is withheld from disbursements and generally distributed to Grantee at the end of the Project Term furth discussed in sections 16, 17, and 18. bb. “Subrecipient” means an entity that either receives Grant Funds from Grantee as part of a block grant or a subcontractor who is paid by a Grantee with Grant Funds. 7. Contacts. The contacts for this Agreement are specified on page 2 of this Agreement. These contacts may be changed at any time with written notice to the other contacts. No amendment to this Agreement shall be required to do so. This notice and all other communications, including Disbursement Requests, shall be made in writing and sent electronically, unless otherwise agreed, to and from the contacts listed on page 2. 8. Effectiveness of Agreement. The Effective Date of this Agreement is the date it is signed by Grantor or Grantor’s designee. The Effective Date is not the date on which Grantee can begin work that is funded by Grantor. The date that Grantee can begin work funded by Grantor is the Project Start Date contained in Grantor’s Notice to Proceed. 9. Commencement of Reimbursable Work. Grantor will provide Grantee with a Notice to Proceed that contains the Project Start Date. The approval of the Grant Funds at a meeting held by Grantor shall not constitute authorization for the commencement of the Project or expenditure of Grant Funds. No expenditure made or activity initiated prior to Project Start Date contained in Grantor’s Notice to Proceed will be eligible for reimbursement by Grantor. All such costs before the Project Start Date will be borne by Grantee. 10. Funding Disbursements Generally. Grantor’s obligations to disburse Grant Funds under this Agreement is conditioned upon and subject to the satisfactory compliance with and completion of all of the conditions contained in this Agreement. Upon satisfaction of the requirements of this Agreement and so long as Grantee is in compliance with the terms of this Agreement and is not in Breach or Default under this Agreement, Grantor agrees to disburse eligible Grant Funds to Grantee, in arrears, in installments as set forth in section 13, except for disbursements of Advance Payments which are not Docusign Envelope ID: 0C2E5625-B876-4E22-AF57-DD7790B3CAAB River West Fresno Restoration Grant Agreement Number: WC – 2523EA Project ID: 2024128 6 made in arrears. Disbursements shall be made not more frequently than monthly and no less than annually, unless a different frequency is agreed to in writing by the Grant Manager. 11. Availability of Funding. Grantor shall not be obligated to disburse any unpaid portion of the Grant Funds unless and until sufficient funds are appropriated for the fiscal years covered by this Agreement through the State budget process for the purpose of this Agreement or are released by the State Treasurer’s Office (STO) to Grantor for expenditure for this grant and not subject to a STO recall. Grantor shall notify Grantee in writing if it is unable to disburse funds for these reasons. No Disbursement Request submitted prior to the appropriation or release of such funds to Grantor shall be effective. If the Legislature does not appropriate sufficient funds for the Agreement or the STO does not release or recalls funds, Grantor, at its sole discretion, may suspend or terminate the Agreement pursuant to section 47 or amend the Agreement to reflect any reduction of funds. Grantor will not be liable for any costs or damages incurred by Grantee based on the circumstances described in this section. 12. Large Disbursements. To ensure that funds are available to pay Grantee for work or to make Advance Payments, Grantor requests that Grantee provide 90-day notice if a Disbursement Request will be submitted requesting $500,000 or more. Without such notice, requests for large disbursements may be delayed to allow Grantor time to secure the funds. 13. Disbursement Request Documentation. Except for the Final Disbursement Request which is governed by section 24, each request for payment for approved budgeted work performed on the Project must be submitted to Grantor and accompanied by a written description of Grantee’s performance under this Agreement since the time the previous disbursement request was submitted. The information shall describe the types of activities and specific accomplishments during the period for which the payment is being requested rather than merely listing the number of hours worked during the reporting period. The disbursement request must be submitted on Grantor’s Disbursement Request Template (Grant Documents and Templates (ca.gov)). Grantee must provide supporting documentation for the full amount requested and actual itemized receipts for all amounts shown on the request, including receipts for all materials, Equipment and supplies, Subrecipient invoices, and all Grantee staff time shown by number of hours worked and hourly rate. If a Disbursement Request overlaps with two fiscal years (i.e. June 30), the Disbursement Request must separate the changes and the total for each fiscal year. For example, if the billing covers the period from May 1 to September 30, the charges and the total must be broken down in the Disbursement Request for the periods of May 1-June 30 and July 1-September 30. The Disbursement Request and accompanying documents must be made by electronic submission to WCBClerical@wildlife.ca.gov and the Grant Manager listed on page 2, unless another method of submission has been agreed to. Disbursements shall be contingent upon approval of the request by Grantor, at its sole discretion. Any Disbursement Request that is submitted without the required itemization and documentation may be delayed or not approved. If the Disbursement Request package is incomplete, inadequate or inaccurate, Grantor will inform Grantee and hold the payment request until all required information is received or Docusign Envelope ID: 0C2E5625-B876-4E22-AF57-DD7790B3CAAB River West Fresno Restoration Grant Agreement Number: WC – 2523EA Project ID: 2024128 7 corrected. Any penalties imposed on Grantee by a Subrecipient, or other consequence, because of delays in payment, will be paid by Grantee and are not reimbursable under this Agreement. If Grantee continues to fail to provide the requested information, this Agreement may be suspended or terminated. 14. Disbursements Made in Error. Grantee shall reimburse Grantor for any erroneous disbursement of Grant Funds under this Agreement caused by Grantee. Reimbursement shall occur within 45 days of written demand by Grantor. This deadline may be extended by Grantor. Interest shall accrue at the highest rate allowed by law from the time that reimbursement becomes due and owing until received by Grantor. 15. Advance Payments. a. Advance Payments Generally. Using Grantor’s Advance Payment Process (Process), which can be obtained from the Grant Manager, Advance Payments may be requested by Grantee (if eligible) using the Advance Payment Request Form (Form), also available from the Grant Manager. The Form and any attachments must be submitted electronically, unless a different method of submission has been agreed to by Grantor. The request is limited to the immediate cash requirements necessary to carry out the Project and may not exceed 25% of the total grant amount, unless Grantor determines in writing that a larger advance is warranted after receiving sufficient justification and documentation from Grantee. If approved in writing by Grantor, Grantee shall comply with all of the requirements contained in Grantee’s completed, approved Form, which, along with the Process, is hereby incorporated by reference into this Agreement and become required terms of this Agreement as if fully set forth herein. Disbursement of Advance Payments shall be made using the Disbursement Request Procedures set forth in section 13 and the quarterly report required by section 19 shall serve as quarterly progress reports. All interest that accumulates from the deposit of advanced Grant Funds must be reported quarterly to Grantor and becomes Grant Funds. The decision to award Advance Payments is solely at the discretion of Grantor. b. Further Advance Payments. Once Advance Payments have been approved, Grantor may approve further Advance Payments if Grantee can demonstrate that a sufficient amount of the previously advanced funds has been expended or that a plan is in place to ensure the expenditure of those funds in a timely manner. Requests for further Advance Payments shall be submitted using the Form and Grantor will then determine what will be required to advance further funds. The decision to award further Advance Payments is solely at the discretion of Grantor. c. Advance Payments for Subrecipients. Once Advance Payments have been approved and disbursed by Grantor, Grantee may provide such funds to Subrecipients if the Subrecipients have been required to comply with all state statutes, regulations and requirements and the terms and conditions of this Agreement. Grantee shall be liable to Grantor for any failure of the Subrecipient to meet these requirements. d. Unspent Advance Payments. All Grant Funds provided as an Advance Payment that are not spent within the spending timeline provided by Grantee shall be returned to Grantor within the timeframe specified by Grantor. 16. Retention. Grantor shall withhold 10% of the total approved amount from each disbursement (Retained Grant Funds). At its sole discretion, upon written justification by Grantee, Grantor may waive, Docusign Envelope ID: 0C2E5625-B876-4E22-AF57-DD7790B3CAAB River West Fresno Restoration Grant Agreement Number: WC – 2523EA Project ID: 2024128 8 modify or reduce the 10% retention. No retention shall be withheld from the total Advance Payment requested, however, retention will continue to apply to all disbursements and Grantee must complete the Advance Funding Summary on Grantor’s Disbursement Request Template. 17. Retention Release. At the end of the Project Term, Grantee may request disbursement of any Retained Grant Funds. Grantee shall submit this request by a date determined by Grantor. At its sole discretion, Grantor may release Retained Grant Funds if requested to do so by Grantee upon completion of Project milestones rather than the Project Completion Date. Project milestones will be agreed upon by both Grantor and Grantee. Funds will be released only if Grantee is in compliance with all reporting and other requirements of this Agreement at the time of Grantee’s request and no more than once every 12 months. 18. Retention Release Procedure. Requests for disbursement of Retained Grant Funds shall be submitted electronically to Grantor at WCBClerical@wildlife.ca.gov and the Grant Manager listed on page 2 with “Agreement No. WC-2523, Retention Disbursement Request” in the subject line, unless another method of submission has been agreed to by Grantor. 19. Reports/Information to Grantor. During the Project Term, Grantee shall provide the following reports and documents, in addition to the submission requirements associated with the various types of Disbursement Requests, to Grantor within the timeframes specified in Exhibit C – Work Plan, unless a different time is agreed to by Grantor: a. When the Exhibit C - Work Plan identifies a completed deliverable, Grantee shall provide that completed deliverable on the date specified therein, if any, but no later than 60 days of its completion. This deadline may be extended by Grantor. b. Quarterly progress reports using Grantor’s Quarterly Report template that can be found here: Grant Documents and Templates (ca.gov) c. Contracts specified in section 38. d. Where the Grant Funds are greater than $5 million, Grantee must report on compliance with economic sanctions specified in section 64. e. Grantee’s Final Report specified in section 24. All reports shall be submitted to Grantor electronically. If a Grantee cannot submit information electronically, another method may be authorized. Failure to provide this information during the Project Term can be the basis for Grantor, at its discretion, to delay or withhold disbursement of Grant Funds until such time as the information has been received. If Grantor notifies Grantee that it has failed to provide complete and accurate information specified above and Grantee continues to fail to provide it, Grantor may suspend or terminate this Agreement. 20. Signage and Other Acknowledgement. a. Generally. Grantee shall recognize the cooperative nature of the Project and shall provide credit to Grantor in promotional materials, press releases, brochures, presentations, advertisements, publications, Docusign Envelope ID: 0C2E5625-B876-4E22-AF57-DD7790B3CAAB River West Fresno Restoration Grant Agreement Number: WC – 2523EA Project ID: 2024128 9 reports, websites, social media posts and exhibits prepared or approved by Grantee within the Project Term referencing the Project. b. Signage. Any sign installed on the Property referencing the Project shall be subject to the mutual agreement of Grantor, Grantee and Landowner, if applicable, regarding text, design and location and shall display the logo of Grantor, except that certain fund sources require specific information be included on signage. If those fund sources apply to this grant, any such requirement shall be included. Signage requirements for specific fund sources can be found at: Logos and Signage (ca.gov) If the Project requires public access or the Property will be available to the public, one or more signs providing credit to Grantor shall be required and shall be in place no more than 6 months after the execution of this Agreement. Signs shall be maintained on the Property for the Project Term and any Long-term Management Period. c. Social Media. Grantee is encouraged to use social media to inform and share with the public activities under this Agreement. Grantor shall be tagged on all posts related to the Project or activities referencing the Project. 21. Public Access. If the Project calls for public access, the completed Project and all related facilities shall be open to members of the public, subject to reasonable time, place and manner restrictions, or as specified in Exhibit D – Long-term Management Plan, if any. 22. Grantor’s Access. Grantee shall, or if Grantee is not the Landowner Grantee shall cause the Landowner, to permit Grantor and its members, officers, employees, agents and representatives to access the Property from the Project Start Date through the Project Term or Long-term Management Period, whichever is longer, to ensure compliance with this Grant Agreement. Such access shall be at times reasonably acceptable to Grantee or Landowner, as applicable, following written or verbal request, and may occur multiple times at Grantor’s sole discretion. Grantee and Landowner, if different, agree that access will be expedited in the event that Grantor believes that a Breach of this Agreement may have occurred. 23. Project Completion. Grantee shall complete or cause to be completed all Project Activities in accordance with this Agreement. Apart from long-term management obligations identified in Exhibit D – Long-term Management Plan, if any, the Project will be considered complete when all Project Activities have been completed and Grantor has approved the completion of the Project, the final report required by section 24 has been accepted by Grantor (Project Completion Date). The items specified herein must be completed no later than the date specified on page 2. No costs incurred after the Project Completion Date will be paid by Grantor and must be borne by Grantee. 24. Final Report and Final Invoice. Grantee will submit one electronic copy of a final report of accomplishments, including pre-and post-Project photographs (Final Report). Photos submitted as part of the Final Report may not contain images of people unless Grantee has permission from those individuals to be depicted in the photo. The Final Report must also identify any Equipment with a unit cost of $5,000 or more purchased with Grant Funds. Unless otherwise approved by Grantor, at the time of submission of the Final Report, Grantee shall ensure that all deliverables identified in Exhibit C – Work Plan have been provided to Grantor and, if not, provide them at the time of submission of the Final Report. The request for final disbursement of Grant Funds shall accompany the Final Report. At this Docusign Envelope ID: 0C2E5625-B876-4E22-AF57-DD7790B3CAAB River West Fresno Restoration Grant Agreement Number: WC – 2523EA Project ID: 2024128 10 same time, Grantee shall also submit an invoice separate from the final Disbursement Request for any remaining Retained Grant Funds. The final Disbursement Request must include a budget summary of all cost share expenditures, as applicable. The Grant Manager will provide Grantee with a sample invoice template upon request. In certain instances, Grantor shall specify the date by which a final Disbursement Request or request for remaining Retained Grant Funds must be received. In that instance, Grantee must submit those requests by that date or Grantor may not pay the request because funding may no longer be available. 25. Long-term Management Period. If this Agreement requires long-term management, those obligations are specified in Exhibit D, Long-term Management Plan (Management Plan). Grantee shall ensure that the Project funded by Grantor is operated, used, managed and maintained throughout the Long-term Management Period consistent with the purposes of the grant and in accordance with the Management Plan. Beyond the Project Term, Grantee assumes all costs associated with long-term management of the Property provided for in the Management Plan. Grantee may contract with Landowner or a third party for the long-term management of the Property on behalf of Grantee, however, as between Grantor and Grantee such management will remain the responsibility of Grantee. Grantee acknowledges the continuing obligations under this Agreement to fulfill the requirements contained in any Management Plan. No termination of this Agreement shall sever Grantee’s obligations under this Agreement to maintain any portion of the Project completed prior to termination and such obligations shall continue and survive any termination of this Agreement. 26. Unforeseen Circumstances. During the Project Term and any Long-term Management Period, Grantee agrees to notify Grantor within 90 days if any element of the Project is not functioning as anticipated, of any natural disaster or other significant natural event including but not limited to fires and floods, and other factors outside of Grantee’s control that may adversely affect the Project. Grantee and Grantor shall work together cooperatively to address any such circumstances that impact the Project, including amending this Agreement, if at Grantor’s sole discretion, such amendment is necessary. 27. Grant/Property as Security. Grantee agrees that the Grant Funds shall not be used to secure loans or other monetary awards without written approval from Grantor, at its sole discretion. Such approval shall not be unreasonably withheld as long as the purposes for which the Grant Funds were awarded are maintained. 28. Earned Income. Grantee shall use any income earned by Grantee from use of the Project to further Project purposes or, if approved in writing by Grantor, for related purposes. 29. Property as Mitigation. Any Project improvements paid for by Grant Funds may not be used for Mitigation. If Grantee seeks to make additional improvements on the portion of Property improved by Grant Funds for the purposes of Mitigation, Grantee shall obtain prior written approval from Grantor, which may be granted at its sole discretion, provided, however, that under no circumstances shall the Property be used for any Mitigation that is inconsistent with or abrogates the purposes of the grant. If Grantor approves any Mitigation under this section, such approval shall be for the purposes of this Docusign Envelope ID: 0C2E5625-B876-4E22-AF57-DD7790B3CAAB River West Fresno Restoration Grant Agreement Number: WC – 2523EA Project ID: 2024128 11 Agreement only. Actual Mitigation requirements and conditions will be established and enforced by the authorities imposing them. 30. Carbon Sequestration. Grantee shall notify Grantor prior to establishing carbon credits or other emission offsets and shall ensure that the terms and conditions of this Agreement are taken into account when calculating the baseline/business as usual of the Project improvements or Property improved with Grant Funds for purposes of establishing carbon credits or other emission offsets proposed to be authorized, created, sold, exchanged or transferred. 31. Grantee Responsible for Project. The Project is the sole responsibility of Grantee. Grantor undertakes no responsibilities to Grantee, the Landowner, or any third party, other than as expressly set out in this Agreement. The responsibility for implementing the Project is solely that of Grantee, as is the responsibility for any claim or suit of any nature by any third party related in any way to the Project. 32. Independent Capacity of Grantee. Grantee, its members, officers, directors, employees, agents and representatives, shall act in an independent capacity in the performance of this Agreement and not as a partner, member, officer, agent, employee or representative of Grantor. Grantee acknowledges that Grantor is not acting as an employer to any individuals furnishing services or work pursuant to this Agreement. Grantee shall secure all staff required to perform the services described in this Agreement and is responsible for withholding and paying employment taxes, insurance and deductions of any kind required by federal, state or local laws. Such personnel shall not be employees of or have any contractual relationship with Grantor. 33. Qualified Grantee. If Grantee is a non-profit organization, Grantee hereby represents that it is qualified under applicable provisions of the Internal Revenue Code, in good standing and in compliance with applicable laws of the State of California relating to non-profit organizations. Grantee must remain as such during the Project Term and any Long-term Management Period. If Grantee is a Native American tribe, Grantee hereby represents that it is federally recognized. Tribal grantees must remain as such during the Project Term and any Long-term Management Period. Grantees must notify Grantor if their status changes during the Project Term and any Long-term Management Period. 34. Permits and Compliance with Laws. Grantee is responsible for obtaining and maintaining through the Project Term and any Long-term Management Period all necessary licenses, permits and approvals for the Project (including, but not limited to, its construction, management, monitoring, operation, use and maintenance), and complying with all federal, state and local statutes, laws, regulations, ordinances, orders and other governmental and quasi-governmental requirements that apply to the Project. Costs associated with permitting may be reimbursed under this Agreement only if approved in Exhibit B - Budget. 35. Cost Share. Grantee is encouraged to seek additional funding from sources other than Grantor. Cost share is an obligation of Grantee unless otherwise agreed to by Grantor. In its Full Application, Grantee shall have disclosed all proposed funding sources for the Project, including all amounts applied for or obtained from sources other than Grantor. If Grantee obtains funding that is identified as having been applied for from another source in the Full Application or obtains funding from a source not identified in the Full Application at any time before the Project Completion Date, Grantee must notify Grantor and submit a new budget in the same form as Exhibit B – Budget for approval by Grantor. Grantee agrees Docusign Envelope ID: 0C2E5625-B876-4E22-AF57-DD7790B3CAAB River West Fresno Restoration Grant Agreement Number: WC – 2523EA Project ID: 2024128 12 that the funding provided under this Agreement shall not be used as cost share for other grants without written approval from Grantor provided at Grantor’s sole discretion. If Grantee obtains funding from any source other than Grantor for the Project funded by this Agreement, it is a violation of this Agreement for Grantee to bill Grantor for the portion of any costs billed to any other source. As between Grantor and Grantee, Grantee shall be responsible for any and all costs that exceed the amount of the Grant Funds provided under this Agreement. In the event that the Project is completed for less than the costs estimated in Exhibit B – Budget and there are other fund sources for the Project, Grantee agrees that it will bill Grantor at the same discounted rate as any other fund source. 36. Budget Transfers and Contingency Funding. If costs identified in budget categories contained in Exhibit B – Budget will or are projected to be higher than estimated and Grantee seeks to offset these higher costs by lower costs in other budget categories, Grantee shall submit a Budget Shift Request form, which may be obtained from the Grant Manager to Grantor to approve a shift of funds between such budget categories. The budget category for Contingencies, if any, shall be used only upon written approval by Grantor and made at Grantor’s sole discretion. Any request for budget transfer or use of Contingency funding shall only be approved where the funds will or have been used consistent with the purposes of the grant. Grantor shall approve or deny a requested budget revision or use of Contingency funding in writing. 37. Indirect Costs. Indirect costs are limited to 15% of the total Grant Funds. Any amount of Indirect Costs over 15% may be used as cost share. If Grantee seeks to recover Indirect Costs, this item must be included as a line item in Exhibit B - Budget. Any cost that is billed as a direct cost may not be included as an Indirect Cost. It is the responsibility of Grantee to keep documentation for all Indirect Costs claimed in Exhibit B – Budget, including Grantee’s calculation used to determine the rate, and to keep backup documents in audit-ready files. The 15% cap on Indirect Costs shall not apply when Grantee is a federally recognized tribe that has an approved Federal Indirect Cost Rate or when Grantor is passing through federal grant funds to a grantee that has an approved Federal Indirect Cost Rate. In those instances, Grantor will pay the approved Federal Indirect Cost Rate upon receipt of satisfactory evidence of the approved rate. 38. Subcontracts. All agreements between Grantee and any third party (hereinafter “Subcontract”) related to the Project for over $10,000 must be in writing and contain language that establishes the right of the auditors of the State of California to examine the records of the third party relative to the goods, services, equipment, materials, supplies, or other assistance provided to Grantee for the Project. They must also include the provisions required in section 47f. All such records shall be retained for 3 years from the date of completion of the work covered by the Subcontract. Grantee shall provide a complete copy of each Subcontract over $10,000 to Grantor within 60 days of its execution. Nothing contained in this Agreement or otherwise shall create any contractual relation between Grantor and any Subrecipient, and no contract or subcontract shall relieve Grantee of its responsibilities and obligations hereunder. Grantee agrees to be as fully responsible to Grantor for the acts and omissions of its Subrecipients and of persons directly or indirectly employed by any of them as it is for the acts and Docusign Envelope ID: 0C2E5625-B876-4E22-AF57-DD7790B3CAAB River West Fresno Restoration Grant Agreement Number: WC – 2523EA Project ID: 2024128 13 omissions of persons directly employed by Grantee. Grantee’s obligation to pay its Subrecipients is an independent obligation from Grantor’s obligation to make payments to Grantee. As a result, Grantor shall have no obligation to pay or to enforce the payment of any monies to any Subrecipient. 39. Equipment. Only Equipment that is identified in the Full Application may be purchased using Grant Funds. If Grantee determines that the purchase of Equipment other than what is included in the Full Application is essential to the Project, Grantee must obtain prior written approval to do so, and may be provided at Grantor’s sole discretion. Equipment with a unit cost of $5,000 or more shall be identified in Grantee’s Final Report except for Equipment that has become permanently affixed to the Property as part of the Project. Grantor will make a determination on the final disposition of the purchased Equipment with a unit cost of $5,000 or more. 40. Insurance. Unless otherwise specified in the Agreement, prior to the Project Start Date, Grantee shall furnish to Grantor either proof of self-insurance or a certificate of insurance stating that there is liability insurance presently in effect for Grantee of not less than $1,000,000 per occurrence for bodily injury, property damage, motor vehicle liability and workers’ compensation coverage. Grantee agrees to make the entire insurance policy available to Grantor upon request. The certificate of insurance will include provisions a, b and c, in their entirety: a. The insurer will not cancel the insured’s coverage without thirty (30) days prior written notice to Grantor; b. The State of California (State) and Grantor, their officers, agents, employees, and servants are included as additional insureds for all activities carried out pursuant to this Agreement; and c. The State and Grantor will not be responsible for any premiums or assessments on the policy. Grantee agrees that the insurance herein provided for shall be in effect at all times during the Project Term and any Long-term Management Period. In the event Grantee fails to keep in effect the insurance coverage as herein provided, Grantor may, in addition to any other remedies it may have, suspend, or terminate this Agreement. The insurance required above shall cover all of Grantee’s personnel and equipment used in the performance of this Agreement. When applicable, if Subrecipients performing work under this Agreement do not have insurance equivalent to the above, Grantee’s policy shall provide such coverage for the Subrecipient. 41. Amendment. Any request by Grantee for an amendment to this Agreement must be made using the Amendment Request form, which may be obtained from the Grant Manager, stating the requested amendment and the reason therefor. Amendments will be approved at the sole discretion of Grantor. This Agreement may be modified only by a written amendment signed by Grantor and Grantee. The Landowner must execute amendments when the Landowner will be affected by the amendment. Other than a formal amendment, no oral or written understanding or agreement shall be binding on the Parties. Any subsequent amendments to this Agreement are incorporated by reference as though set Docusign Envelope ID: 0C2E5625-B876-4E22-AF57-DD7790B3CAAB River West Fresno Restoration Grant Agreement Number: WC – 2523EA Project ID: 2024128 14 forth in full herein. Notwithstanding the foregoing, no amendment is needed to change a designated contact pursuant to section 7. The previous paragraph notwithstanding, Grantor reserves the right to amend this Agreement without the consent of Grantee, should Grantor determine that it is necessary to do so to ensure consistency between the provisions of this Agreement and related documents. 42. Assignment or Transfer by Grantee. Except as provided in section 44 regarding change in owner, this Agreement is not assignable or transferable by Grantee, either in whole or in part, without the prior written consent of Grantor which Grantor may grant or withhold at Grantor’s sole discretion. Any assignment or transfer must be in writing and may be required to be recorded. 43. Notice of Agreement. The terms, conditions and restrictions of this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their personal representatives, heirs, successors and assigns and, where Grant Funds will be used on the Property, shall continue as a servitude running with the Property for the Project Term and any Long-term Management Period. If Grant Funds will be used to restore, enhance, or improve the Property, Grantee and Landowner, if different than Grantee, each agrees to sign, have acknowledged by a Notary Public and deliver to Grantor for recording a separate document, in a form substantially as shown in Exhibit E – Notice of Unrecorded Grant Agreement, to provide constructive notice of this Agreement. 44. Notice of Change in Ownership of Land. This Agreement shall not prevent the transfer of the Property or interests therein by the Landowner. Grantee and/or Landowner shall provide written notice to Grantor 90 days prior to any change in ownership of the Property. Such notice shall include information regarding the type of proposed transfer (e.g. fee simple, transfer of partial interest, leasehold interest, water right) and the name of the proposed transferee. Upon such receipt, Grantor may determine that the obligations of Grantee and/or Landowner under the Agreement need to be assigned to the proposed transferee. Grantee and/or Landowner shall work with Grantor to execute any necessary assignment and assumption agreements regarding the Agreement. 45. Resolution of Disputes. The Grant Manager has initial jurisdiction over each controversy arising under or in connection with the interpretation or performance of this Agreement including disbursement of Grant Funds. Grantee will diligently pursue with the Grant Manager a mutually agreeable settlement of any such controversy. If the controversy cannot be resolved between Grantee and the Grant Manager, Grantee must direct the grievance together with any evidence, in writing, to Grantor’s Executive Director. The grievance must state the issues in the dispute, the legal authority or other basis for Grantee's position and the relief sought. The Executive Director or their designee shall meet with a representative of Grantee to review the issues. A written decision signed by the Executive Director or designee shall be returned to Grantee within twenty (20) working days of the conclusion of this meeting. The decision of the Executive Director or designee shall be final. Docusign Envelope ID: 0C2E5625-B876-4E22-AF57-DD7790B3CAAB River West Fresno Restoration Grant Agreement Number: WC – 2523EA Project ID: 2024128 15 Grantee shall continue with its responsibilities under this Agreement during any dispute unless Grantor issues a notice of suspension/stop work order pursuant to section 47. 46. Breach by Grantee. Except as provided herein, in the event of a Breach of Grantee’s obligations under this Agreement that Grantor intends to enforce, Grantor shall give notice to Grantee describing the Breach. If Grantee does not cure the Breach within the time set in Grantor’s notice, which may be extended at the discretion of Grantor if Grantee is diligently pursuing the cure, Grantee shall be in Default of this Agreement. Grantor shall have the sole discretion to determine if this provision providing notice and an opportunity cure will apply. In the event that Grantor has determined there is a need to seek a remedy for violation of the Agreement without notice and opportunity to cure because the violation is uncurable, it may do so, and Grantee shall be in Default of this Agreement. 47. Termination or Suspension of Agreement. a. Termination before Project Commencement. Before the Project commences (i.e. costs incurred and payments disbursed), either Party can terminate this Agreement for any reason by providing the other Party with 30 days written notice. b. Termination by Mutual Consent. During the Project Term and the Long-term Management Period, this Agreement can be terminated at any time by mutual written consent of both Parties. Upon mutual termination, both Parties will work cooperatively to resolve any outstanding financial obligations and bring the work specified in this Agreement to closure. c. Termination for Cause. During the Project Term and any Long-term Management Period, if Grantor determines Grantee has made a material misrepresentation, violated this Agreement, failed to fulfill its obligations under this Agreement, is in Default or otherwise determines there is cause to do so, including Grantor’s determination that funds are unavailable as described in section 11, Grantor can terminate this Agreement by providing Grantee with a written notice of termination specifying the date of termination (Notice of Termination). d. Grantee’s duties upon Termination. In the event of termination by mutual consent, on the date mutually agreed upon, or on the date specified in the Notice of Termination, Grantee shall stop work under this Agreement and take all reasonable measures to prevent further costs under this Agreement. Grantee shall immediately provide Grantor with an accounting of all funds received under this Agreement and return any Grant Funds, including but not limited to Advance Payments, received under this Agreement which have not been previously expended to provide the services outlined within this Agreement. At its discretion, Grantor may reimburse to Grantee any eligible, reasonable, and non- cancelable obligations and costs incurred by Grantee in the performance of this Agreement prior to termination, but only up to the undisbursed balance of funding authorized in this Agreement. Except when Grantor issued a Notice of Termination because funds were unavailable pursuant to section 11, in the event of a Notice of Termination, Grantee shall be liable for prompt repayment of all amounts disbursed under this Agreement, including Advance Payments, plus accrued interest and any further costs related to the Project. (Interest shall be calculated at the rate(s) earned by the State’s Pooled Money Investment Account from the date of disbursement to the date of repayment, compounded monthly.) Grantor may, at its sole discretion, consider extenuating circumstances, including whether Grantee’s failure to fulfill its obligations was due to no fault of Grantee, and may waive Grantee’s Docusign Envelope ID: 0C2E5625-B876-4E22-AF57-DD7790B3CAAB River West Fresno Restoration Grant Agreement Number: WC – 2523EA Project ID: 2024128 16 obligation to repay, in whole or in part. This paragraph shall not be deemed to limit any other remedies Grantor may have for Grantee’s failure to complete the Project in accordance with the terms of this Agreement. e. Suspension/Stop work orders. Grantor may suspend this Agreement at any time upon reasonable written notice to Grantee. Any notice suspending work under this Agreement shall remain in effect until Grantor authorizes work to resume by giving further written notice to Grantee. In the event of a suspension, Grantee shall immediately stop work under this Agreement and take all reasonable measures to prevent further costs to Grantor under this Agreement. At its discretion, Grantor may reimburse to Grantee any eligible, reasonable and non-cancelable obligations and costs incurred by Grantee in the performance of this Agreement prior to suspension, but only up to the undisbursed balance of funding authorized in this Agreement. f. Notice to Subrecipient of Termination and Suspension. Grantee shall include in any written agreement with any Subrecipient retained for work under this Agreement a provision that entitles Grantee to suspend or terminate the agreement with the Subrecipient with written notice and on the same terms and conditions specified in this section. 48. Specific Performance for Grantee’s Default. In the event of a Default by Grantee, in addition to any and all other remedies available at law or in equity, Grantor may seek specific performance of this Agreement. Grantee agrees that specific performance is an appropriate remedy because such benefit exceeds to an immeasurable and unascertainable extent the amount of money furnished by Grantor by way of Grant Funds under the provisions of this Agreement. Grantee agrees that payment by Grantee to Grantor of an amount equal to the amount of the Grant Funds disbursed under this Agreement by Grantor would be inadequate compensation to Grantor for any Breach by Grantee of this Agreement. 49. Other Remedies for Grantee’s Default. In the event of a Default by Grantee, in addition to any and all other remedies available at law or in equity, Grantor may withhold Grant Funds from Grantee or may require reimbursement of Grant Funds, including Advance Payments, that were disbursed. 50. Reimbursement Formula for Grantee’s Default. In the event of a Default by Grantee, in addition to any and all other remedies available at law or in equity, Grantor may require Grantee to reimburse the Grant Funds to Grantor in an amount determined by application of the following Reimbursement Formula. Formula: Dollar amount of Grant Funds divided by Long-term Management Period, times the number of years remaining in the Long-term Management Period. Example: Grantor grants $50,000 to Grantee for the restoration and enhancement of wetland and riparian habitat and the Long-term Management Period is 25 years. With 10.5 years remaining on the Long-term Management Period, Grantee is in Default under the Agreement. The reimbursement amount would be $21,000, calculated as follows: ($50,000 ÷ 25 years) x 10.5 years = $21,000 Docusign Envelope ID: 0C2E5625-B876-4E22-AF57-DD7790B3CAAB River West Fresno Restoration Grant Agreement Number: WC – 2523EA Project ID: 2024128 17 Reimbursement shall be due from Grantee immediately upon written demand by Grantor. Interest shall accrue at the highest rate allowed by law from the time that the reimbursement becomes due until it is actually received by Grantor. 51. Cost Recovery. Any costs incurred by Grantor, where Grantor is the prevailing party, in enforcing the terms of this Agreement, including but not limited to costs of suit, attorneys’ and experts’ fees, at trial and on appeal and costs of enforcing any judgment, shall be borne by Grantee. 52. Indemnification. To the fullest extent permitted by law, Grantee shall indemnify, protect, defend and hold harmless Grantor, the State of California and their respective members, officers, agents, employees and representatives, from and against any and all claims, demands, damages, losses, costs (including attorneys’ fees), expenses and liability of any nature, including, but not limited to, suits filed under the California Environmental Quality Act, (hereafter “Claims”) arising out of or incident to the Project, Grantee’s entry upon and use of the Property and the performance of, or failure to observe or perform, any obligations of Grantee under this Agreement. This obligation shall run in perpetuity. The obligations of Grantee under this section include, without limitation, Claims resulting from the generation, use, storage, disposal, release or threatened release of any hazardous or toxic substance, material or waste; petroleum or petroleum products and other substances that present a threat to human health or the environment. 53. Grantee’s Waiver. Grantee waives any and all rights to any type of express or implied indemnity or right of contribution from Grantor, its officers, agents or employees for any liability arising from, growing out of or in any way connected with this Agreement, except claims arising from the gross negligence of Grantor, its officers, agents and employees. If Grantee is a public entity, Grantee waives any right to contribution and indemnity from Grantor and/or the State of California arising under Government Code sections 895.2 and 895.6 in connection with this Agreement. 54. Waiver of Agreement Terms. - Enforcement of the terms of this Agreement by Grantor shall be at the discretion of Grantor, and any forbearance by Grantor to exercise its rights under this Agreement shall not be deemed or construed to be a waiver of such term or of any subsequent Breach of the same or any other term of this Agreement or any of the rights of Grantor under it. No term or provision hereof will be considered waived by Grantor, and no Breach is excused or consented to Grantor, unless such waiver or consent is in writing and signed by Grantor. 55. Accounting and Records. Grantee shall maintain complete and accurate records of its Project Costs with respect to activities under this Agreement, in accordance with Exhibit A of the Grant Guidelines and Generally Accepted Accounting Principles published by the Financial Accounting Standards Board and shall retain said records for at least three years after final disbursement by Grantor, unless a longer retention period is specified in writing by Grantor. 56. Audits. During the three-year period after final disbursement, unless a longer retention period has been specified by Grantor, Grantee shall make, or cause to be made, records relating to this Agreement available to Grantor or other duly authorized representatives of the State of California for inspection, copying and audit purposes during normal business hours. Records may be required to be disclosed Docusign Envelope ID: 0C2E5625-B876-4E22-AF57-DD7790B3CAAB River West Fresno Restoration Grant Agreement Number: WC – 2523EA Project ID: 2024128 18 electronically if so, requested by Grantor or its representative. The audit shall be confined to those matters connected with this Agreement, including but not limited to administration and Indirect Costs. Further, the Department of Finance or its designee may audit any Advance Payments received by Grantee and Subrecipient, and Grantee and Subrecipient shall cooperate fully with the audit including, but not limited to, providing access to its staff, books, records, accounts or other materials as requested. In the event of a negative audit finding, including expenditures not properly documented or not allowed, Grantee may be required to take action specified in or consistent with the audit finding, including repayment of Grant Funds. 57. Labor Code. Grantee’s implementation of the Project must comply with the California Labor Code (unless an exemption therefrom applies.) Projects funded in whole or in part with Grant Funds may be a public work under the Labor Code (See e.g. section 1720 et seq.) Labor Code compliance may require the payment of prevailing wage. Grantee is responsible for Labor Code compliance, and Grantor does not provide advice about Labor Code compliance. 58. Business and Professions Code. Grantee’s implementation of the Project must comply with the California Business and Professions Code. Grantee shall be responsible for obtaining the services of an appropriately licensed professional if required by the Business and Professions Code, including but not limited to section 6700 et seq. (Professional Engineers Act) and section 7800 et seq. (Geologists and Geophysicists Act). Grantor does not provide advice about Business and Professions Code compliance. 59. Rights in Data. Grantee agrees that all data, studies, plans, drawings, specifications, reports, computer programs, operating manuals, notes and other written or graphic work produced in the performance of this Agreement, are subject to the rights of Grantor and the State of California (State) as set forth in this section. Grantor and the State shall have the right to reproduce, publish and use all such work, or any part thereof, in any manner and for any purposes whatsoever, except commercial purposes, and to authorize others to do so. If any such work is copyrightable, Grantee may copyright the same, except that, as to any work which is copyrighted by Grantee, Grantor and the State reserve a royalty- free, nonexclusive and irrevocable license to reproduce, publish and use such work, or any part thereof, and to authorize others to do so. 60. Data Collection and Documentation. If data collection is part of the Project, Grantee, its employees, agents, volunteers and Subrecipients are responsible for ensuring that Project data are collected using peer-approved methods, undergo a quality control and accuracy assessment process, include metadata that meet the California Department of Fish and Wildlife’s minimum standards that can be found at Metadata Guidelines (ca.gov), include documentation of the methods and quality assessments utilized and are properly stored and protected until the Project has been completed and data have been delivered to Grantor, if such delivery is required by this Agreement. 61. Use of Intellectual Property and Conditions of Use. Grantee agrees that any photo, video or other documentation submitted to Grantor pursuant to this Agreement is the property of Grantee and Grantee has permission to use the image of any individual contained therein. If a photo, video or other documentation is not the property of Grantee, Grantee must have both the permission to use the photo, video or other documentation and to make the following grant of use. Grantee hereby grants Grantor and the California Department of Fish and Wildlife (CDFW) the permission to use, reproduce, publish or Docusign Envelope ID: 0C2E5625-B876-4E22-AF57-DD7790B3CAAB River West Fresno Restoration Grant Agreement Number: WC – 2523EA Project ID: 2024128 19 display the photo, video or other documentation in any manner by Grantor or CDFW free of charge for the purposes of public information, education and outreach, in perpetuity. The material submitted shall not be used for commercial purposes. If any submitted material is subject to copyright, trademark, service mark or patent held by Grantee, Grantor and CDFW are hereby granted and shall have a perpetual, royalty-free, non-exclusive and irrevocable license to use, reproduce, publish or display such material. 62. Conflicts of Interest. Grantee represents that no officer, agent, or employee of Grantor shall, for compensation or personal benefit, serve as an agent or employee of Grantee in the performance of the Project. Grantor represents that any individual who has participated in the review of the Project or the preparation or creation of this Agreement on behalf of Grantor is ineligible to receive funds or personally benefit in any way from the Grant Funds. 63. Non-Discrimination. During the performance of this Agreement, Grantee shall not unlawfully discriminate against, harass or allow harassment against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability (including HIV and AIDS), mental disability, medical condition, reproductive health decision making, genetic information, marital status, age, sex, gender, gender identity, gender expression, sexual orientation or use of family- care leave, medical-care leave or pregnancy-disability leave or military and veteran status. Grantee shall ensure that the evaluation and treatment of its employees and applicants for employment are free of such discrimination and harassment. Grantee shall comply with the provisions of the Fair Employment and Housing Act (FEHA; Government Code Section 12900 et seq.) and applicable regulations (California Code of Regulations, Title 2, Section 110000 et seq.) The regulations of the Fair Employment and Housing Commission regarding implementing FEHA are incorporated by reference into this Agreement and made a part hereof as if set forth in full. Grantee shall give written notice of its obligations under this non-discrimination clause to labor organizations with which Grantee has a collective bargaining or other agreement and shall post in conspicuous places available to employees and applicants for employment, notice setting forth the provisions of this section. Grantee shall also include the nondiscrimination and compliance provisions of this Agreement in all contracts and subcontracts related to the Project. 64. Executive Order N-6-22 – Russia Sanctions. On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (EO) regarding sanctions in response to Russian aggression in Ukraine. The EO is located at https://www.gov.ca.gov/wp-content/uploads/2022/03/3.4.22-Russia-Ukraine-ExecutiveOrder.pdf. Grantee represents that it is in compliance with the economic sanctions imposed in response to Russia’s actions in Ukraine, including with respect to, but not limited to, the federal executive orders identified in the EO and the sanctions identified on the U.S. Department of the Treasury website (https://home.treasury.gov/policy-issues/financial-sanctions/sanctionsprograms-and-country- information/ukraine-russia-related-sanctions). If this grant is for greater than $5 million, the EO requires that Grantee report to Grantor regarding compliance with the economic sanctions imposed by the federal and state governments. The form and information regarding this report can be found at https://www.dgs.ca.gov/-/media/Divisions/OLS/Ukraine-Russia/EO-N-6-22-April-22-2022-Joint- Memo.pdf Docusign Envelope ID: 0C2E5625-B876-4E22-AF57-DD7790B3CAAB River West Fresno Restoration Grant Agreement Number: WC – 2523EA Project ID: 2024128 20 65. Drug-Free Workplace Certification. By signing this Agreement, Grantee hereby certifies that Grantee will comply with the requirements of the Drug-Free Workplace Act of 1990 (Government Code Section 8350 et seq.) and will provide a drug-free workplace by taking the following actions: a. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession or use of a controlled substance is prohibited in the workplace and specifying actions to be taken against employees for violations of this prohibition. b. Establish a Drug-Free Awareness Program to inform employees about all of the following: 1. the dangers of drug abuse in the workplace; 2. the person's or organization's policy of maintaining a drug-free workplace; 3. any available counseling, rehabilitation, and employee assistance programs; and, 4. penalties that may be imposed upon employees for drug abuse violations. c. Provide that every employee who works on the Project: 1. will receive a copy of the company's drug-free policy statement; and, 2. will agree to abide by the terms of the company's statement as a condition of employment on the Project. In addition to other remedies contained herein, Grantee may be ineligible for award of any future state contracts if Grantor determines that any of the following has occurred: (1) Grantee has made false certification or (2) Grantee violates the certification by failing to carry out the requirements as noted above. 66. Union Organizing. By signing this Agreement, Grantee hereby acknowledges the applicability to this Agreement of Government Code Sections 16645 through 16649, and certifies that: a. No state funds disbursed by this grant will be used to assist, promote or deter union organizing; b. Grantee shall account for state funds disbursed for a specific expenditure by this grant, to show those funds were allocated to that expenditure; c. Grantee shall, where state funds are not designated as described above, allocate, on a pro-rata basis, all disbursements that support the grant program; and d. If Grantee makes expenditures to assist, promote or deter union organizing, Grantee will maintain records sufficient to show that no state funds were used for those expenditures, and that Grantee shall provide those records to the Attorney General upon request. 67. Entire Agreement. This Agreement, including the attached Exhibits and documents incorporated by reference, constitutes the entire Agreement between the Parties hereto relating to the Project. 68. Severability. If any provision of this Agreement or the application thereof to any person or circumstance is held to be invalid or unenforceable, that shall not affect any other provision of this Agreement or applications of the Agreement that can be given effect without the invalid or unenforceable provision or application. To this end the provisions of this Agreement are severable. Docusign Envelope ID: 0C2E5625-B876-4E22-AF57-DD7790B3CAAB River West Fresno Restoration Grant Agreement Number: WC – 2523EA Project ID: 2024128 21 69. Further Acts by Legislature or Governor. This Agreement is subject to any additional statutes, restrictions, limitations or conditions enacted by the Legislature or Executive Order which may affect the provisions, terms or funding for this Agreement in any manner and Grantor has the right to amend this Agreement to reflect any such further acts. Grantor will not be liable for any costs or damages incurred by Grantee based on the circumstances described in this section. 70. Time of the Essence. Time is of the essence with respect to the Project Completion Date. Where other dates or timelines have been specified, Grantor, at its sole discretion, may modify those dates in writing without an amendment to this Agreement. 71. Choice of Law. This Agreement is governed by and shall be interpreted in accordance with the laws of the State of California. 72. No Third-Party Beneficiaries. Nothing in this Agreement is intended to create in the public or in any member of it rights as a third-party beneficiary under this Agreement, and no one other than the Parties themselves may enforce any of the rights or obligations created by this Agreement. 73. Headings. Headings within this Agreement are for convenient reference only and have no effect in limiting or extending the language of the provisions to which they refer. 74. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. 75. Electronic Signatures. The Parties agree to accept electronic signatures (as defined in Section 1633.2 of the California Civil Code), faxed versions of an original signature or electronically scanned and transmitted versions (e.g., via pdf) of an original signature. 76. Exhibits. Each of the Exhibits referenced in this Agreement is incorporated by reference as though set forth in full herein. The following Exhibits are attached to this Agreement: Exhibit A – Location Map Exhibit B – Budget Exhibit C – Work Plan Exhibit D – Long-term Management Plan Exhibit E – Notice of Unrecorded Grant Agreement [Only include if required by paragraph 43.] Docusign Envelope ID: 0C2E5625-B876-4E22-AF57-DD7790B3CAAB River West Fresno Restoration Grant Agreement Number: WC – 2523EA Project ID: 2024128 22 IN WITNESS WHEREOF, the undersigned parties have executed this Agreement. GRANTOR STATE OF CALIFORNIA WILDLIFE CONSERVATION BOARD By: __________________________________ Date: _________________________ Jennifer M. Norris, PhD Executive Director GRANTEE CITY OF FRESNO By: __________________________________ Date: __________________________ Scott Mozier Director of Public Works APPROVED AS TO FORM: ANDREW JANZ City Attorney By: ________________________________ Date:____________________________ ATTEST: TODD STERMER, CMC City Clerk By: _______________________________ Date: _____________________________ Docusign Envelope ID: 0C2E5625-B876-4E22-AF57-DD7790B3CAAB 3/4/2025 3/4/2025 3/4/2025 3/5/2025 River West Fresno Restoration Grant Agreement Number: WC – 2523EA Project ID: 2024128 23 Landowner Concurrence. By signing below, Landowner authorizes Grantee, its agents, employees, representatives, invitees, contractors, and subcontractors to enter on and use the Property for all purposes necessary or appropriate to carry out the Project and the obligations of Grantee under this Agreement. Landowner authorizes Grantor, its agents, employees, and representatives to enter the Property as specified in section 22 in this Agreement. Landowner agrees to ensure that any activity on or use of the Property is consistent with the purposes of Grant and any Long-term Management Plan for the Project attached as Exhibit D – Long-term Management Plan. These activities may include access by members of the public if specified in Exhibit D – Long-term Management Plan. LANDOWNER STATE OF CALIFORNIA SAN JOAQUIN RIVER CONSERVANCY By: _________________________________ Date: _________________________ Kari Kyler Daniska Executive Officer Docusign Envelope ID: 0C2E5625-B876-4E22-AF57-DD7790B3CAAB 2/18/2025 River West Fresno Restoration Grant Agreement Number: WC – 2523EA Project ID: 2024128 1 EXHIBIT A – Location Map Docusign Envelope ID: 0C2E5625-B876-4E22-AF57-DD7790B3CAAB River West Fresno Restoration Grant Agreement Number: WC – 2523EA Project ID: 2024128 1 EXHIBIT B – Budget Project Task WCB Non-WCB Funds Totals Task 1 - Project Management -- $20,000 $20,000 Task 2 - Planning and Habitat Restoration $160,000 $1,560,000 $1,720,000 Task 3 - Establishment Period -- $20,000 $20,000 Contingency $12,000 -- $12,000 Total $172,000 $1,600,000 $1,772,000 Docusign Envelope ID: 0C2E5625-B876-4E22-AF57-DD7790B3CAAB River West Fresno Restoration Grant Agreement Number: WC – 2523EA Project ID: 2024128 1 EXHIBIT C – Work Plan Project Summary The project will provide approximately five acres of restoration upland planting and associated activities to rehabilitate the Fresno River West area that has been altered and modified by historical human uses per the Habitat Restoration and Revegetation Plan (HRRP) prepared in support of the City of Fresno’s and San Joaquin River Conservancy’s River West Eaton Trail Extension project. Task 1. Project Management Grantee will provide overall project coordination; hire a general contractor; provide staff supervision, contractor oversight, and contract management; coordinate with landowners and partners; and project documentation as part of the overall River West Eaton Trail Extension Project. Establish photo- monitoring points within the project area to document habitat restoration efforts. Deliverables: Quarterly Reports, Invoices, Final Report Task 2. Planting & Habitat Restoration Grantee’s contractor will prepare the soil and implement planting and habitat restoration in accordance with the HRRP and the overall project plans and specifications. The planting will utilize native plants and seed and be irrigated by a temporary irrigation system installed with the overall project. Habitat restoration will include decommissioning undesirable dirt roads and trails within the project area. Existing roads will be prepared by tilling the soil to allow for natural seed establishment. Task 3. Establishment Period Grantee’s contractor will monitor and maintain the revegetation planting for a 90-day maintenance and establishment period. The restoration areas will also be watered monthly unless the site has received rain. Task Milestone/Deliverable Estimated Completion Date Task 1. Project Management  Quarterly Progress Reports  Invoices  Copy of subcontract if over $100k  Final Report Throughout the grant Task 2. Planting & Habitat Restoration  Install Temp Irrigation  Begin Planting  Complete Planting  Summer 2026  Fall 2026  February 2027 Task 3. Establishment Period  Begin Establishment  Complete Establishment  February 2027  May 2027 Docusign Envelope ID: 0C2E5625-B876-4E22-AF57-DD7790B3CAAB River West Fresno Restoration Grant Agreement Number: WC – 2523EA Project ID: 2024128 1 EXHIBIT D - Management Plan Long-term management and monitoring will be conducted by Landowner or its contractor as part of the operations and maintenance of River West Fresno. Landowner will develop a management plan for the entirety of River West Fresno to guide management actions for the property, including management of the Project. If at any time during the 25-year life of the Project, Grantee does not manage and maintain the project improvements, the Grant Agreement requires that it refund to the State of California an amortized amount of funds based on the number of years left on the Project life. Docusign Envelope ID: 0C2E5625-B876-4E22-AF57-DD7790B3CAAB River West Fresno Restoration Grant Agreement Number: WC – 2523EA Project ID: 2024128 1 Exhibit E – Notice of Unrecorded Grant Agreement (EXAMPLE) Recording requested by, and when recorded mail to: STATE OF CALIFORNIA Department of Fish and Wildlife Wildlife Conservation Board P.O. Box 944209 Sacramento, California 94244-2090 _______________________Space above this line for Recorder's Use____________________ Project: NAME County: Project ID: NOTICE OF UNRECORDED GRANT AGREEMENT A Grant Agreement titled for reference purposes as NAME (Agreement No. XXXX), was entered into by and between the State of California, by and through the Wildlife Conservation Board (Board), NAME (Grantee) and NAME (Landowner). As this recording is on the behalf of the State, please note the recording of these documents is not subject to payment of fees pursuant to Section 27383 of the Government Code. The Board, Grantee and Landowner entered into said Grant Agreement (No. WC-XXXX), pursuant to which the Board granted funds to Grantee to perform certain activities on the certain real property in XXXX County owned by the Landowner, to BRIEF PROJECT DESCRIPTION, E.G., RESTORE WETLAND HABITAT. The Grant Agreement term runs from DATE through DATE for capital improvements and restoration activities, and from DATE through DATE (typically 25 years) for management and monitoring practices. The terms, conditions and restrictions of the Grant Agreement are binding upon and inure to the benefit of the Landowner, and their respective personal representatives, heirs, successors, and assigns and shall continue as a servitude running for the project life span of the project on the subject lands as described in Exhibit "A" attached hereto and incorporated herein by this reference. For additional terms and conditions of the Grant, reference should be made to the Grant Agreement, which is on file with the Wildlife Conservation Board, 715 P Street, 17th Floor, Sacramento, California 95814. [Signatures of Wildlife Conservation Board, Grantee, and Landowner] [Attach Exhibit A – Legal Property Description] Docusign Envelope ID: 0C2E5625-B876-4E22-AF57-DD7790B3CAAB FUNDING CERTIFICATION Project Title: River West Fresno Restoration Grantee: City of Fresno Project ID: 2024128 Grant Agreement Number: WC-2523EA Board Approval Date: 02/26/2025 Projected Completion Date: 04/15/2027 I hereby certify that (a) the following funds will be encumbered on behalf of Grantor; and (b) Grant Funds shall not be disbursed unless and until sufficient proceeds from the source identified below become available to Grantor to disburse. _____________________________________ _______________________ Fiscal Officer Date: Grant Amount: $172,000.00 Fund Source: California Clean Water, Clean Air, Safe Neighborhood Parks, and Coastal Protection Fund, Section 5096.650(b)(5) Appropriation Item: Chapter 43, Statutes of 2022 Line Item: 3640-302-6029 Expenditure Code: 4022302264 Docusign Envelope ID: 0C2E5625-B876-4E22-AF57-DD7790B3CAAB 2/13/2025