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HomeMy WebLinkAboutFresno Business CouncilSan Joaquin Vly Mf Alliance Grant Agreement 1.4.2023 L/UI.U,IJylI CIIVCIUptC IU. FL/IUr 15U-I4r r-w l+r I-�COIJ-OG:JVVCMOliU05 GRANT AGREEMENT BETWEEN THE CITY OF FRESNO AND FRESNO BUSINESS COUNCIL/SAN JOAQUIN VALLEY MANUFACTURING ALLIANCE (SJVMA) REGARDING FUNDING UNDER THE AMERICAN RESCUE PLAN ACT FOR RESEARCH AND DEVELOPMENT TO GROW THE MANUFACTURING INDUSTRY IN FRESNO THIS GRANT AGREEMENT (AGREEMENT) is made and entered into effective upon execution by both parties (the Effective Date), by and between the CITY OF FRESNO (the CITY), and FRESNO BUSINESS COUNCIL/SAN JOAQUIN VALLEY MANUFACTURING ALLIANCE (GRANTEE), to provide funding to create a research and development center for manufacturing, provide for internship and externship opportunities for students and faculty and build upon current SJVMA resources to grow the manufacturing industry. RECITALS WHEREAS, there is an increased need for skilled manufacturing workers in the City of Fresno and a greater understanding for the manufacturing industry as a whole; and WHEREAS, the City desires to provide funds to assist GRANTEE in providing a research and development center dedicated to manufacturing, providing opportunities for intern and externships for students and faculty interesting in manufacturing, and building upon current SJVMA resources in order to grow the manufacturing industry; and WHEREAS, GRANTEE represents it desires to and is professionally and legally capable of immediately providing these services for City of Fresno residents; and WHEREAS, GRANTEE acknowledges that grant funds being provided under this Agreement will be derived from the City's allocation under the American Rescue Plan Act (Pub.L. 117-2) (hereinafter "ARPA"), and is subject to any constraints set forth therein including but not limited to, the Coronavirus State and Local Fiscal Recovery Funds (CSLFRF) Final Rule (31 CFR Part 35); and WHEREAS, this Agreement will be administered for the City by its City Manager or its designee. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and of the covenants, conditions, and premises hereinafter contained to be kept and performed by the respective parties, it is mutually agreed as follows: 1. Scope of Services. GRANTEE shall perform to the satisfaction of the CITY the services described in Exhibit A, including all work incidental to, or necessary to perform, such services even though not specifically described in Exhibit A. 2. Grant Amount. City shall provide GRANTEE the amount of $578,040 for the services described in Exhibit A. One-half of the grant amount shall be distributed once the contract is fully executed, with the other half being distributed after successful completion of a performance review. Page 1 of 23 UUL;u,Djyn ciivwuptC iu.rU ivr izw-I'+rr tt1 r I-7CDl,-OLJVVC/101:1OJ 3. Term of Agreement and Time for Performance. This Agreement shall be effective from the Effective Date through 12 months subject to earlier termination in accordance with this Agreement. The services as described in Exhibit A are to commence upon the Effective Date and shall be completed prior to expiration of this Agreement and in accordance with any performance schedule set forth in Exhibit A. 4. Amendment to Increase or Decrease Scope of Services: The parties may modify this Agreement to increase or decrease the scope of services or provide for the rendition of services not required by this Agreement, which modification may include an adjustment to GRANTEE's compensation. Any change in the scope of services must be made by written amendment to the Agreement signed by an authorized representative for each party. GRANTEE shall not be entitled to any additional compensation if services are performed prior to a signed written amendment. 5. Termination. Remedies and Force Ma'eure. (a) This Agreement shall terminate without any liability of the City or to GRANTEE upon the earlier of: (i) GRANTEE filing for protection under the federal bankruptcy laws, or any bankruptcy petition or petition for receiver commenced by a third party against GRANTEE; (ii) seven calendar days prior written notice with or without cause by the City to GRANTEE; (iii) the City's non-appropriation of funds sufficient to meet its obligations hereunder during any City fiscal year of this Agreement, or insufficient funding for the Project; or (iv) expiration of this Agreement. (b) Immediately upon any termination or expiration of this Agreement, GRANTEE shall (i) immediately stop all work hereunder; (ii) immediately cause any and all of its subcontractors to cease work; and (iii) return to the City any and all unearned payments and all properties and materials in the possession of GRANTEE that are owned by the City. Subject to the terms of this Agreement, GRANTEE shall be paid compensation for services satisfactorily performed prior to the effective date of termination. GRANTEE shall not be paid for any work or services performed or costs incurred which reasonably could have been avoided. (c) In the event of termination due to failure of GRANTEE to satisfactorily perform in accordance with the terms of this Agreement, the City may withhold an amount that would otherwise be payable as an offset to, but not in excess of, the City's damages caused by such failure. In no event shall any payment by the City pursuant to this Agreement constitute a waiver by the City of any breach of this Agreement which may then exist on the part of the GRANTEE, nor shall such payment impair or prejudice any remedy available to the City with respect to the breach. (d) Upon any breach of this Agreement by the GRANTEE, the City may (i) exercise any right, remedy (in contract, law or equity), or privilege which may be available to it under applicable laws of the State of California or any other applicable law; (ii) proceed by appropriate court action to enforce the terms of the Agreement; and/or (iii) recover all direct, indirect, consequential, economic, and incidental damages for the breach of the Agreement. If it is determined that the City improperly terminated this Agreement for default, such termination shall be deemed a termination for convenience. Page 2 of 23 UUUUJII`J.II CIIVt7lUpt1 IU.rU I.'7r IZ?U-I'4rr-41,r I-:7 CDl+-OGJUUCHOI.JOU (e) GRANTEE shall provide the City with adequate written assurances of future performance, upon the Administrator's request, in the event GRANTEE fails to comply with any terms or conditions of this Agreement. (f) GRANTEE shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of GRANTEE and without its fault or negligence such as, acts of God or the public enemy, acts of the City in its contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. GRANTEE shall notify the City in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, and shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Administrator of the cessation of such occurrence. 6. Confidential Information and Ownership of Documents. (a) Any reports, information, or other data prepared or assembled by GRANTEE pursuant to this Agreement shall not be made available to any individual or organization by GRANTEE without the prior written approval of the City. During the term of this Agreement, and thereafter, GRANTEE shall not, without the prior written consent of the City, disclose to anyone any Confidential Information. The term "Confidential Information" for the purposes of this Agreement shall include all proprietary and confidential information of the City, including but not limited to business plans, marketing plans, financial information, materials, compilations, documents, instruments, models, source or object codes, and other information disclosed or submitted, orally, in writing, or by any other medium or media. All Confidential Information shall be and remain confidential and proprietary in the City. (b) Any and all writings and documents prepared or provided by GRANTEE pursuant to this Agreement, including without limitation grant applications and supporting documents, are the property of the City at the time of preparation and shall be turned over to the City upon expiration or termination of the Agreement. Copies of grant applications and supporting documents shall be promptly provided to City during the term of this Agreement. GRANTEE shall not permit the reproduction or use thereof by any other person except as otherwise expressly provided herein. (c) If GRANTEE should subcontract all or any portion of the services to be performed under this Agreement, GRANTEE shall cause each subcontractor to also comply with the requirements of this Section 6. (d) This Section 6 shall survive expiration or termination of this Agreement. 7. Professional Skill. It is further mutually understood and agreed by and between the parties hereto that inasmuch as GRANTEE represents to the City that GRANTEE and its subcontractors, if any, are skilled in the profession and shall perform in accordance with the standards of said profession necessary to perform the services agreed to be done by it under this Agreement, the City relies upon the skill of the GRANTEE and any subcontractors to do and perform such services in a skillful manner and the GRANTEE agrees to thus perform the services and require the same of any Page 3 of 23 UUUUJIyII CI IVCIUytl IW.rU Syr IZIU-I'4r r-wur -7Col-000UUC/10l.raOy subcontractors. Therefore, any acceptance of such services by the City shall not operate as a release of GRANTEE or any subcontractors from said professional standards. 8. Indemnification. To the furthest extent allowed by law, GRANTEE shall indemnify, hold harmless and defend CITY and each of its officers, officials, employees, agents and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage), and from any and all claims, demands and actions in law or equity (including reasonable attorney's fees and litigation expenses) that arise out of, pertain to, or relate to the negligence, recklessness or willful misconduct of GRANTEE, its principals, officers, employees, agents or volunteers in the performance of this Agreement. If GRANTEE should subcontract all or any portion of the services to be performed under this Agreement, GRANTEE shall require each subcontractor to indemnify, hold harmless and defend CITY and each of its officers, officials, employees, agents and volunteers in accordance with the terms of the preceding paragraph. Notwithstanding the aforementioned,_GRANTEE recognizes that the source of funds for the grant to be provided hereunder is the City's allocation from the ARPA. To this end GRANTEE shall, without limitation, indemnify the City, and each of its officers, officials, employees, agents, and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages incurred by the City from any and all claims, demands and actions in law or equity (including attorney's fees and litigation expenses), arising or alleged to have arisen directly or indirectly from the negligent or intentional acts or omissions, or willful misconduct of GRANTEE or any of its officers, officials, employees, agents, or volunteers in the performance of this Agreement and compliance with ARPA. This section shall survive termination or expiration of this Agreement. 9. Insurance. GRANTEE shall comply with all of the insurance requirements in Exhibit B to this Agreement. 10. Conflict of Interest and Non-Solicitation. (a) Prior to the City's execution of this Agreement, GRANTEE shall complete a City of Fresno conflict of interest disclosure statement in the form as set forth in Exhibit C. During the term of this Agreement, GRANTEE shall have the obligation and duty to immediately notify the City in writing of any change to the information provided by GRANTEE in such statement. (b) GRANTEE shall comply, and require its subcontractors to comply, with all applicable (i) professional canons and requirements governing avoidance of impermissible client conflicts; and (ii) federal, state and local conflict of interest laws and regulations including, without limitation, California Government Code Section 1090 et. seq., the California Political Reform Act (California Government Code Section 87100 et. seq.) and the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations Section 18700 et. seq.). At any time, upon written request of the City, GRANTEE shall provide a written opinion of its legal counsel and that of any subcontractor that, after a due diligent inquiry, GRANTEE and the respective subcontractor(s) are in full compliance with all laws and regulations. Page 4 of 23 uuuu JIIJ.II CIIVCIVFIC IU.ry 15r Iz7V- 1-UCDl,-OGVVVCMO%,L)OV GRANTEE shall take, and require its subcontractors to take, reasonable steps to avoid any appearance of a conflict of interest. Upon discovery of any facts giving rise to the appearance of a conflict of interest, GRANTEE shall immediately notify the City of these facts in writing. (c) In performing the work or services to be provided hereunder, GRANTEE shall not employ or retain the services of any person while such person either is employed by the City or is a member of any City council, commission, board, committee, or similar City body. This requirement may be waived in writing by the City Manager, if no actual or potential conflict is involved. (d) GRANTEE represents and warrants that it has not paid or agreed to pay any compensation, contingent or otherwise, direct or indirect, to solicit or procure this Agreement or any rights/benefits hereunder. (e) Neither GRANTEE, nor any of GRANTEE subcontractors performing any services on this Project, shall bid for, assist anyone in the preparation of a bid for, or perform any services pursuant to, any other contract in connection with this Project unless fully disclosed to and approved by the City Manager, in advance and in writing. GRANTEE and any of its subcontractors shall have no interest, direct or indirect, in any other contract with a third party in connection with this Project unless such interest is in accordance with all applicable law and fully disclosed to and approved by the City Manager, in advance and in writing. Notwithstanding any approval given by the City Manager under this provision, GRANTEE shall remain responsible for complying with Section 10(b), above. (f) If GRANTEE should subcontract all or any portion of the work to be performed or services to be provided under this Agreement, GRANTEE shall include the provisions of this Section 10 in each subcontract and require its subcontractors to comply therewith. (g) This Section 10 shall survive expiration or termination of this Agreement. 11. ARPA Compliance and Certification. GRANTEE shall submit only those expenditures which are eligible for payment and in compliance with the allowable expenditures, including the following eligibility requirements: GRANTEE shall provide the City with quarterly expenditure and performance reports, as defined in the Final Rule and Treasury Department's SLFRF Compliance and Reporting Guidance (CRG). GRANTEE shall also provide an annual report as required under the CRG. These reports shall be in a form specified under the CRG and shall be accompanied by invoices and receipts that substantiate the figures on the expenditure report. Additionally, a certification signed by the Chief Executive or designee of GRANTEE certifying that the uses of the grant funds are consistent with those allowed under ARPA, shall be included with the expenditure report and substantiating documentation. As required by the 2 CFR Part 170, Appendix A award term regarding reporting subaward and executive compensation, recipients must also report the names and total compensation of their five most highly compensated executives and their subrecipients' executives for the preceding completed fiscal year if (1) the recipient Page 5 of 23 VUUUJIy1I CI IVCIuya IL/, rU 1:7r 1.7U-14rr-4lrr I-.7CD%+ 04000CF1OlJuO7 received 80 percent or more of its annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and subawards), and received $25,000,000 or more in annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act (and subawards), and (2) if the information is not otherwise public. If the GRANTEE is already disclosing this information as part of another agreement involving Federal monies, GRANTEE shall provide documentation to the City that it is fulfilling this requirement. GRANTEE's failure to provide a Certification, or provide either the quarterly or annual expenditure/performance reports may be considered a default of this Agreement under Section 5 of this agreement. If GRANTEE is found to have provided services to ineligible individual, households, or entities or made an ineligible expenditure, CITY shall have the right to reclaim a dollar amount from the GRANTEE that is equal to the amount determined to be ineligible. 12. General Terms. (a) Except as otherwise provided by law, all notices expressly required of the City within the body of this Agreement, and not otherwise specifically provided for, shall be effective only if signed by the City Manager or designee. (b) The City is required under 2 CFR 200.332 to manage and monitor subrecipient compliance with ARPA guidance. Accordingly, GRANTEE agrees to permit City staff to conduct one performance review during the term of this agreement. City has the right to conduct additional performance reviews both during the term of this agreement and after the agreement's term should the City believe these reviews are necessary. Records of GRANTEE expenses pertaining to the Project shall be kept on a generally recognized accounting basis and shall be available to the City or its authorized representatives upon request during regular business hours throughout the life of this Agreement and for a period of three years after final payment or, if longer, for any period required by law. Records related to GRANTEE's performance metrics shall be made available and retained for the same time periods as the Project's expense data. GRANTEE shall furthermore comply with all funding requirements as set forth in ARPA. If GRANTEE fails to provide City staff access or documentation necessary to conduct a City-requested performance review, City may terminate this Agreement in accordance with Section 5. In addition, all books, documents, papers, and records of GRANTEE pertaining to the Project shall be available for the purpose of making audits, examinations, excerpts, and transcriptions for the same period of time. If any litigation, claim, negotiations, audit, or other action is commenced before the expiration of said time period, all records shall be retained and made available to the City until such action is resolved, or until the end of said time period whichever shall later occur. If GRANTEE should subcontract all or any portion of the services to be performed under this Agreement, GRANTEE shall cause each subcontractor to also comply with the requirements of this paragraph. This Section 12(b) shall survive expiration or termination of this Agreement. Page 6 of 23 VUUUO1Y1I CI IVCIUF/C IU. ry 1.7r 1.7U-14rf-41..r I-yC�IJ-OL"JUU C/101i:/0.7 (c) Prior to execution of this Agreement by the City, GRANTEE shall have provided evidence to the City that GRANTEE is licensed to perform the services called for by this Agreement (or that no license is required). If GRANTEE should subcontract all or any portion of the work or services to be performed under this Agreement, GRANTEE shall require each subcontractor to provide evidence to the City that subcontractor is licensed to perform the services called for by this Agreement (or that no license is required) before beginning work. (d) Prior to execution of this Agreement by the City, GRANTEE will permit City staff to conduct a subrecipient risk assessment, as required under the Uniform Guidance (2 CFR 200.332(b)). Failure to allow City staff to conduct this subrecipient risk assessment may result in the City terminating this Agreement in accordance with Section 5. Additionally, the GRANTEE's failure to be certified by City staff at the end of the risk assessment as having adequate internal controls to manage the funding provided in this agreement may result in the City terminating this Agreement in accordance with Section 5. 13. Nondiscrimination. To the extent required by controlling federal, state, and local law, GRANTEE shall not employ discriminatory practices in the provision of services, employment of personnel, or in any other respect on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran, or veteran of the Vietnam era. Subject to the foregoing and during the performance of this Agreement, GRANTEE agrees as follows: (a) GRANTEE will comply with all applicable laws and regulations providing that no person shall, on the grounds of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran, or veteran of the Vietnam era be excluded from participation in, be denied the benefits of, or be subject to discrimination under any program or activity made possible by or resulting from this Agreement. (b) GRANTEE will not discriminate against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran, or veteran of the Vietnam era. GRANTEE shall ensure that applicants are employed, and the employees are treated during employment, without regard to their race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran, or veteran of the Vietnam era. Such requirement shall apply to GRANTEE's employment practices including, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. GRANTEE agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provision of this nondiscrimination clause. Page 7 of 23 Ljuuuo I ly 11 CI IVCiupt:iu. rU I�r 1.7V-1'4rr-4lJr 1-UCDL-OLJOOC/1Oli:JOy (c) GRANTEE will, in all solicitations or advertisements for employees placed by or on behalf of GRANTEE in pursuit hereof, state that all qualified applicants will receive consideration for employment without regard to race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran, or veteran of the Vietnam era. (d) GRANTEE will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice advising such labor union or workers' representatives of the GRANTEE's commitment under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (e) If GRANTEE should subcontract all or any portion of the services to be performed under this Agreement, GRANTEE shall cause each subcontractor to also comply with the requirements of this Section 13. 14. Independent Contractor. (a) In the furnishing of the services provided for herein, GRANTEE is acting solely as an independent contractor. Neither GRANTEE, nor any of its officers, agents, or employees shall be deemed an officer, agent, employee, joint venturer, partner, or associate of the City for any purpose. The City shall have no right to control or supervise or direct the manner or method by which GRANTEE shall perform its work and functions. However, the City shall retain the right to administer this Agreement so as to verify that GRANTEE is performing its obligations in accordance with the terms and conditions thereof. (b) This Agreement does not evidence a partnership or joint venture between GRANTEE and the City. GRANTEE shall have no authority to bind the City absent the City's express written consent. Except to the extent otherwise provided in this Agreement, GRANTEE shall bear its own costs and expenses in pursuit thereof. (c) Because of its status as an independent contractor, GRANTEE and its officers, agents, and employees shall have absolutely no right to employment rights and benefits available to City employees. GRANTEE shall be solely liable and responsible for all payroll and tax withholding and for providing to, or on behalf of, its employees all employee benefits including, without limitation, health, welfare, and retirement benefits. In addition, together with its other obligations under this Agreement, GRANTEE shall be solely responsible, indemnify, defend and save the City harmless from all matters relating to employment and tax withholding for and payment of GRANTEE's employees, including, without limitation, (i) compliance with Social Security and unemployment insurance withholding, payment of workers' compensation benefits, and all other laws and regulations governing matters of employee withholding, taxes and payment; and (ii) any claim of right or interest in the City's employment benefits, entitlements, programs and/or funds offered employees of the City whether arising by reason of any common law, de facto, leased, or co-employee rights or other theory. It is acknowledged that during the term of this Agreement, GRANTEE may be providing services to others unrelated to the City or to this Agreement. Page 8 of 23 uuuu,D&i CI IV nupt:iu. rL.J lyr 1.7V-I'irr-V%,r 1-,JGD% -04'JUUr-M0%-U0U 15. Notices. Any notice required or intended to be given to either party under the terms of this Agreement shall be in writing and shall be deemed to be duly given if delivered personally, transmitted by facsimile followed by telephone confirmation of receipt, or sent by United States registered or certified mail, with postage prepaid, return receipt requested, addressed to the party to which notice is to be given at the party's address set forth on the signature page of this Agreement or at such other address as the parties may from time to time designate by written notice. Notices served by United States mail in the manner above described shall be deemed sufficiently served or given at the time of the mailing thereof. 16. Binding. Once this Agreement is signed by all parties, it shall be binding upon, and shall inure to the benefit of, all parties, and each parties' respective heirs, successors, assigns, transferees, agents, servants, employees, and representatives. 17. Assignment. (a) This Agreement is personal to GRANTEE and there shall be no assignment by GRANTEE of its rights or obligations under this Agreement without the prior written approval of the City Manager or designee. Any attempted assignment by GRANTEE, its successors or assigns, shall be null and void unless approved in writing by the City Manager or designee. (b) GRANTEE hereby agrees not to assign the payment of any monies due GRANTEE from the City under the terms of this Agreement to any other individual(s), corporation(s), or entity(ies). The City retains the right to pay any and all monies due the GRANTEE directly to the GRANTEE. 18. Compliance With Law. In providing the services required under this Agreement, GRANTEE shall at all times comply with all applicable laws of the United States, including but not limited to, the Americans with Disabilities Act (42 U.S.C. § 12101 et seq.), the State of California and the City, and all other applicable regulations promulgated by federal, state, regional, or local administrative and regulatory agencies, now in force and as they may be enacted, issued, or amended during the term of this Agreement. In addition, GRANTOR elects to receive funds from the Secretary under ARPA and will use the funds in a manner consistent with such section. 19. Waiver. The waiver by either party of a breach by the other of any provision of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach of either the same or a different provision of this Agreement. No provisions of this Agreement may be waived unless in writing and signed by all parties to this Agreement. Waiver of any one provision herein shall not be deemed to be a waiver of any other provision herein. 20. Governing Law and Venue. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California, excluding, however, any conflict of laws rule which would apply the law of another jurisdiction. Venue for purposes of the filing of any action regarding the enforcement or interpretation of this Agreement and any rights and duties hereunder shall be Fresno County, California. Page 9 of 23 u uuu JII�f.II CI IvulupC IL/.rLJ I�r IvV-I4rr-'#lir I-�COIJ-OGJVVC/101i:J0� 21. Headings. The section headings in this Agreement are for convenience and reference only and shall not be construed or held in any way to explain, modify or add to the interpretation or meaning of the provisions of this Agreement. 22. Severabili�. The provisions of this Agreement are severable. The invalidity, or unenforceability of any one provision in this Agreement shall not affect the other provisions. 23. Interpretation. The parties acknowledge that this Agreement in its final form is the result of the combined efforts of the parties and that, should any provision of this Agreement be found to be ambiguous in any way, such ambiguity shall not be resolved by construing this Agreement in favor of or against either party, but rather by construing the terms in accordance with their generally accepted meaning. 24. Attorne 's Fees. If either party is required to commence any proceeding or legal action to enforce or interpret any term, covenant or condition of this Agreement, the prevailing party in such proceeding or action shall be entitled to recover from the other party its reasonable attorney's fees and legal expenses. 25. Exhibits. Each exhibit and attachment referenced in this Agreement is, by the reference, incorporated into and made a part of this Agreement. 26. Precedence of Documents. In the event of any conflict between the body of this Agreement and any exhibit or attachment hereto, the terms and conditions of the body of this Agreement shall control and take precedence over the terms and conditions expressed within the exhibit or attachment. Furthermore, any terms or conditions contained within any exhibit or attachment hereto which purport to modify the allocation of risk between the parties, provided for within the body of this Agreement, shall be null and void. 27. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity. 28. No Third Party Beneficiaries. The rights, interests, duties, and obligations defined within this Agreement are intended for the specific parties hereto as identified in the preamble of this Agreement. Notwithstanding anything stated to the contrary in this Agreement, it is not intended that any rights or interests in this Agreement benefit or flow to the interest of any third parties. 29. Extent of Agreement. Each party acknowledges that they have read and fully understand the contents of this Agreement. This Agreement represents the entire and integrated agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be modified only by written instrument duly authorized and executed by both the City and GRANTEE. [SIGNATURES FOLLOW ON NEXT PAGE] Page 10 of 23 UUUUJIIJ.II CI IVCIUptj IU.rU I Vr IZIV-I'+r r-'-F l..r 1-UCD%,-0LJU0CMM-;U0� IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno, California, on the day and year first above written. CITY OF FRESNO, FRESNO BUSINESS COUNCIL/SAN a California municipal corporation JOAQUIN VALLEY MANUFACTURING DocuSigned by: ALLIANCE, Fl��, 1/4/2023 a California nonprofit corporation By: C. —DocuSigned by: Georgeanne'A. White Date Vt,l raL Naaki\u& City Manager, City of Fresno By: ••5 7 .n Name: Deborah Nankivell APPROVED AS TO FORM: ANDREW JANZ Title: CEO City Attgrn9 (If corporation or LLC., Board Chair, ocu 1 ed by: Pr�&,,gl,eyb[pe Pres.) gK,�, � f 1/4/2023 By: By: Ange a arst Date ., Deputy City Attorney Name: Genel l e Taylor Kumpe ATTEST: TODD STERMER, CMC Title: coo City (If corporation or LLC., CFO, uSlgneu by: Treasurer, Secretary or Assistant By: 1iVA qbw 1/4/2023 Secretary) .89 CAEel Deputy T1 na Your Date Addresses: CITY: FRESNO BUSINESS COUNCIL/SAN City of Fresno — Grant Management Unit JOAQUIN VALLEY Attention: Courtney Espinoza MANUFACTURING ALLIANCE Business Manager Attention: Genelle Taylor Kumpe 2600 Fresno Street PO Box 26807 Fresno, CA 93721 Fresno, CA 93720 Phone: (559) 621-7008 Phone: (559) 250-0453 FAX: (559) 457-1541 Attachments: 1. Exhibit A - Scope of Work, Budget and Metrics 2. Exhibit B - Insurance Requirements 3. Exhibit C - Conflict of Interest Disclosure Form Page 11 of 23 uuuuoiyii ciivcwNC iu.ru iur ivu-i-+rr-+r,r i-a�ou-ocovo�r+ouooy EXHIBIT A Scope of Work, Budget and Metrics Executive Summa This one-year project to create an R&D center for manufacturing, open extensive internship and externships for students and faculty, and create more firsthand experiences between businesses and education will build upon San Joaquin Valley Manufacturing Alliance (SJVMA's) Manufacturing Growth Plan to develop resources to grow manufacturing companies and better prepare residents of our region for quality jobs that provide upward mobility. The primary focus and all services that are detailed within this proposal is economic recovery from the COVID-19 Pandemic and strengthening the advanced manufacturing sector in the greater Fresno area now and for the future. We will conduct a range of accelerated, coordinated activities to support the advanced manufacturing sector through the SJVMA with support from Fresno State. Additionally, we plan to use this opportunity to recruit more manufacturers to our region and to support the growth of existing companies. Through collaboration with the university and other local community-based organizations, businesses and economic developers in the City and County of Fresno, this project aims to build a world-class ecosystem that will support the growth of manufacturing and open the opportunity for more, good paying jobs in our city and region. The COVID-19 pandemic has had an unprecedented negative impact on the nation's businesses and economy, and the Fresno region was no exception. In fact, with wildfires and other natural disasters in the state, the impact of this health emergency was even more challenging than in some other locations. While other industries are important and will be advanced through the San Joaquin Valley Manufacturing Alliance's continuing work in economic development, manufacturing and related industries are our best shot at long-term recovery. Due to COVID-19 and supply chain problems, more people understand the national implications of depending upon other countries for vital goods and the price communities have paid for offshoring essential industries in terms of lost jobs and the taxes needed to pay for public services. Even environmentalists are recognizing halting production and over-regulation in our country simply sent manufacturers to places without restrictions, increasing global pollution in production and transport. Now with supply chain problems, it has been further underscored that we must make more of an effort to re-shore companies that moved overseas and welcome them with supportive systems to manufacture in our region. Fresno has created the assets to link, align, leverage and achieve scale in manufacturing, but we need a competitive ecosystem to do it. We already have some amazing resources that support inclusive economic development in Fresno and our region. This list certainly does not contain them all, SJVMA is over 1,400 members strong - with 400+ manufacturing members. Just with the manufacturers surveyed Jan 2016 — Oct 2020, the economic impact of our networks working together have Page 12 of 23 UUI:UJIyii CI ivt:iu IC IL/. rU 1:7r 1.7V-IVrr-+#,r I-�C�Ii-OL'JUV C/101.:10.7 increased or retained sales of $105.4 million; increased or retained 2,836 jobs; and saved manufacturers over $101.3 million. Because Fresno is a demonstration site, our networks have been able to grow both vertically and horizontally as we have connected local leaders and organizations. Culture is central. Unlike big urban areas, Fresno has a diverse population of do it yourself, innovative people who are learning how to collaborate at design, hands on and funding. Manufacturing is one of the most patriotic industries in the nation. The makers, doers, and creators flock to it and create opportunities for entrepreneurship in manufacturing. Services Description This project will help attract companies and jobs by-providing advanced research and development opportunities at costs businesses can afford; building workforce skills and placing students with businesses; and attention to innovation for sustainability. We believe we can double the growth rate of manufacturing jobs in Fresno from —2% P.A. to —4% P.A. but should not wait for success to happen organically. Success will take the efforts of many, extensive community engagement with students, educators, and businesses. With the support of this grant, we will achieve our objectives by growing manufacturing through several key activities: 1) Kick-start and provide business input into developing much-needed Research & Development Facilities. An important key to competitiveness in attracting and growing manufacturing businesses is the presence of R&D facilities — something many other regions have, but we do not. Through this project, we will develop and provide start-up support and business outreach to the creation of a research and development arm: the Center for Engineering Innovation and Design (CENID). SJVMA member-supported research and development will be located at Fresno State, where services will be offered to existing and new businesses. SJVMA will conduct outreach to the manufacturing community and coordinate business support. To leverage this grant further, members of the Alliance have pledged to contribute to CENID. In the next 6-8 months Fresno State will recruit the CENID Director and Project Engineer. The funding we will have between the city's funds and one-year of university funding of $100K will allow for 1-year of minimal staffing. Within the first year, we will need to identify additional sources of support. The Center Director will help with the startup of the Center, identify companies to partner with on projects and assemble the CENID team. The Project Engineer will provide technical services, supervise student interns, and participate on design teams. 2) Provide opportunities for hands-on workforce education and direct connections to businesses that will lead to good paying jobs. Career Nexus Internships will place students from disadvantaged neighborhoods within Advanced Page 13 of 23 uuuu,DIyii mivt Iiu IC IU. ru 1.7r Iz7U- I-yC�Ii-OL"JVUCMOIi:JOy Manufacturing companies as well as within CENID to work directly on company projects. Through its collaborative relationships, meetings, publications, website, and public service announcements, SJVMA will recruit companies and students with a target of 80 placements during the grant period. We know that work-based learning opportunities (internships) are a great, successful way to develop individuals and their skills, which in turn enhances the workplace and the pipeline of workforce. Internships take the learning outside of books and the classroom and place it into hands- on learning in the workplace. Career Nexus will provide an easy onramp for hands-on learning because it takes on the role of the employer of record and pays the interns, instead of the liability being placed on the employers. During and after each internship, SJVMA will follow up with students and manufacturers to gather their input for future improvements to the program. We will also track the number of students who are offered permanent positions following their internship and follow up with companies that wish to participate in the program in future years, thereby helping us to sustain the program beyond the life of this first year and grant cycle. 3) Externships. Faculty (K-12, Community College & Fresno state) will be placed in short durations within advanced manufacturing companies to learn what skill sets are necessary and relevant today and what may be needed in the next five years. Our goal will be 10 faculty placed during summer/winter breaks. Faculty externships help instructors to see technology and operations and what skillsets are needed for our region. Faculty typically spend 3-4 days at an employer site, which helps them to develop and iterate their enlightened curricula during the school year. We will engage with the faculty following their placements to capture their experiences, what they learned that helped shape future curriculum and recommendations they have for the success of future programs. We will have "exit interviews" with companies to learn about their level of satisfaction, suggestions for improvements and interest in future activities. 4) Provide additional networking, learning opportunities and business attraction through the Manufacturing Summit (November 2022). For six years SJVMA has hosted a success annual conference that promotes manufacturing, the largest of its kind in California. Aside from celebrating and highlighting our advanced manufacturing excellence in the region, we explained the Return on Investment (ROI) of a triple bottom line focus by all three E's—economic, equity and environment, provided tools and resources to develop the knowledge, skills, and attributes of a civic steward, learned the importance of core industries to all sectors—ripple effect—and the community of jobs available. In 2022, we are targeting 700 attendees, including 300 Fresno area students and young people enrolled in workforce development training programs. During the event we will engage with participants and provide numerous types of networking activities. It is anticipated for 75 interviews with potential hires and manufacturing companies to occur, and 11 breakout educational sessions. ARPA funding will subsidize the costs and assist with putting on the event and allowing these important activities to occur between manufacturers, suppliers, educators and Page 14 of 23 LJUL;U0191I CI IVCIVFIC IU. rLJ I.Jr lzw-14rr-41,r I-) potential workforce. With the increase in cost due to inflation, COVID residuals and supply chain delays and scarcity, the ARPA funds will help offset these cost increases. The CEO will be responsible for overseeing all logistics of putting on the Summit. There is all the coordination of securing sponsorships, exhibitors, vendors, negotiating contracts, breakout session speakers, keynote speaker, VIP event, marketing the event, coordinating media, and much more. The Summit takes months to plan and execute and the CEO will oversee coordination and execution of all of it to ensure success. Goals and Objectives SJVMA Program Management: The CEO/COO will spend approximately 30% of her time managing activities under this grant, supported by the Fresno Business Council and university. The following goals and objectives will be monitored and reported Internships/ Externships: Place 80 interns with advanced manufacturing companies and to directly work with CENID on company projects. We know that work-based learning opportunities (internships) are a great, successful way to develop individuals and their skills, which in turn enhances the workplace and the pipeline of workforce. Each intern will learn the most important skill sets that employers identify: soft skills. Interns are taken through soft skills training before internship placement. These soft skills include topics like: Adaptability, Appearance, Body Language, Communication Skills, Digital Ethics and Safety, Effective Listening, Empathy, Eye Contact, Hygiene, Interview Skills, Resilience, Financial Literacy, Self-Awareness, Self-Control, Values and Attitudes. It is Career Nexus' goal for interns to also become aware of what opportunities are available in our region, what career paths they can choose, the expectations of employers and what work is like. Identify and place 10 faculty members of K-12, community college and/or Fresno State into externships with advanced manufacturing companies. The goal is to have the faculty understand the skills needed from the workforce, for them to take that knowledge back to the classroom and either modify current curricula to meet the needs of industry or develop new curricula to fill in the gaps. Manufacturing Summit: The lion's share of the budget for the annual summit will be paid for by sponsorships, exhibitors, and registration fees. The $50,000 requested here will cover the cost of the venue and initial outreach, which must be paid far in advance of the summit to reserve space. The Summit will bring together over 700 attendees, including close to 300 students. We will provide 11 educational breakout sessions. The Summit will also allow for 75 interviews between students and companies and/or potential workforce. CENID Director / Project Engineer: 12 month benefited positions. For effective operations and long-term sustainability, CENID needs experienced leaders who understand manufacturing, research and development, and university- industry partnerships. The Project Engineer will provide technical services, supervise student interns, and participate on design teams. These two positions will be funded by this grant plus the funds Fresno State has dedicated to the project. Page 15 of 23 UUUU0J I I CI IVCIupt1 IL), FU Iur IuU-1'Frr-+#.ir I-Jr_0' -0/_JUU1=Mm J0U ProgramlProject Milestones and Timeline Months 1-8 Hiring of CENID Director/Project Engineer. Work with schools and training organizations for recruitment of manufacturing interns. Inform and recruit businesses to host paid internships Months 1-5 Finalize placement of students and faculty in internships and externships. Outreach to businesses, schools, and training providers to participate in Annual Manufacturing Summit conference. Months 5-12 Develop protocols for receiving and delivering CENID projects and establish operating procedures. Fresno State will work with SJVMA and other organizations to begin securing consulting and project contracts for year-1 and beyond. Write grant applications to funding agencies for future funds, develop a CENID industry member program. Host annual Manufacturing Summit conference. Program/Project_Metrics While we are absolutely committed to program metrics, much of this work is culture change. We are doing cross-industry collaborative work and making changes across many levels. A national partner at McKinsey & Company said, "what's happening in Fresno is not happening anywhere else in the nation." • Hire Center for Engineering & Design (CENID) leadership and start securing partnerships with industry. • Host annual Valley Made Manufacturing Summit November 3. Measure number of attendees(700), students (300), education sessions (11), interviews (75). Place 80 interns within advanced manufacturing companies and/or CENID. Have each intern complete soft skills training and receive the Career Nexus: Workplace Readiness Certificate. Each intern completes 200 hours of a paid internship. 70% of interns will represent the BIPOC community and/or have one or more barriers to employment. Place 10 faculty externs with advanced manufacturing companies. The faculty will come away with a greater understanding of industry and the skills needed. Faculty will modify and/or enhance their curricula based on what they learned during their externship. Page 16 of 23 L/uw,Diy.11 CrIVCIuptC rL/.r-V i jr Izlu-14r-r--4l,f'1-�C�li-OL'JUUCHOI,JO.-7 BUDGET NARRATIVE Organization Name:'San JoaQum Valley hlaru lactunng Alliance E4mulllure Colig cry:,2.13 Other Economic.Support (pick from list of expenditure categories lab) ARPA for Community Based Organizations IIIIIIIIIIIIIIIIIF CEO of San Joaquin Way Man04l ruing Alliance(COO of Fresno Business Couro ensures all program :benefits) ary+ OEO/C00 acW Wa and deliverables are met throughout the year.Will oversee grant activities,be City liaison,and Throughout the grant cycle 52,400 06 0 ctdata mA ors wcord' I.CE H •ble lot all isnics of iApr oo the 30% IProjectEngineer/Director Funds�Allbe leveraged and used torecruillhe project Engineer and Direck5riortheCenr-rlorEngineer Throughout the grant cycleary+ 135,63101, and DOE,n 0whwili he a slain o eraion on the Frasm State 00% r htaruFacWnng Summit Suppor<kr the 7th Annual Valley Made ManuFacludng Summit being hosted November 3,2022 atihe Jdy 1-November 30. 50,000.00 50.000"D0 Fresno CoMentson d Fr0ki3ilHB11.OIiSBl lne cost of ste Facillily rental jFre5vo Can•;arl3on and ExbibilMll I2023 I Direct .Service Typo a. st Indemshlps Career Nexus intems to be placed within advanced manufacturing companies and/orCENtlD for 200 Throughout the grant cycle x x ,272.000.00 vioniam Paid haws, S171hr Exlemsi6ps K-12,Community College,Fresno State faculty to extem for 3A days et Wvnated mawsacWring Throughout the grant cycle 10 x$1,000 10.=.w 1companiem. V I ICost Category:Administration gdrryrushten Indued costs of grant administration(10%) Throughoutthe grantcycle t0%of$576,040 *add additional lines if needed,please ensure calculation are correct '=� Page 17 of 23 VuL;u,D1-J.II CI IvCIuptC Iu. ru 15r iuu-I'+rr-•+i,r I-ZJCDI-,-OGJVUr-^O%,UOZ2 BUDGET Organization Name:Fresno Business Council/San Joaquin Valley Manufacturing_Alliance Expenditure Category: 2.13 Other Economic Support (pick from list of expenditure categories tab) ARPA for Community Based Organizations CALCULATED TOTAL: $ 578,040.00 $ 1,340,000.00 $ 1,696,040.00 CATEGORYCOST DESCRIPT COST PER TOTAL TOTAL TOTAL PROJECT COST GRANT FUNDS (Personnel ]CEO/COO $ 52,406.001 11 52,400.00 1 170,000.00 222,400.00 Personnel CENID Project E .1Dlreclor $ 135,836.00 1 135,836.00 100,000.00 235,836.00 iDirect Services Career Nexus Internships $ 17.00 16,000 272,000.00 800,000.00 810,000.00 Direct Services Faculty Extemships $ 1,000.00 10 10,000.00 50,000.00 100,000.00 10 erations Ivalley Made Manufacturing Summit $ 50,000.00 1 50,000.00 220,000.00 270,000.00 ,Administration Indirect Costs(10%) 1$ 57,804.00 1 57,804.00 57,804.00 See the cost categories on Budget Narrative Tab for which cost categories to use. Leverage is not required,however there is an opportunity to add Organization leverage to the program REPORTING SCHEDULE Please see the following reporting deadlines that are required by this grant. All reports will be due on the dates below to the City of Fresno Grants Management Unit. Quarterly Report — will be required on the dates listed below and will include required narrative, program metrics and expenses to date. A quarterly reporting template will be provided. Quarterly reporting will be required if project is operational during the performance period. Annual Report — will be required on the date below and is not dependent on when your project started. An annual reporting template will be provided. Annual reporting will be required if project is operational during the performance period. Performance Period Quarterly Report Due Grant Execution — 12/31/2022 1/13/2023 1/1/2023 — 3/31/2023 4/14/2023 4/1/2023 — 6/30/2023 7/14/2023 7/1/2023 — 9/30/2023 10/13/2023 10/1/2023 — 12/31/2023 1/12/2024 Performance Period Annual Report Due Grant Execution — 6/30/2023 7/14/2023 7/1/2023 — 6/30/2024 7/12/2024 Page 18 of 23 UUl;UJ11J.11 CIIVCiupv IU. rV Iur 1.'7U'I'4rr-,+%,r 1-7GD---04"UUUCH0VU0U EXHIBIT B Insurance Requirements (a) Throughout the life of this Agreement, GRANTEE shall pay for and maintain in full force and effect all insurance as required herein with an insurance company(ies) either (i) admitted by the California Insurance Commissioner to do business in the State of California and rated no less than "A-VII" in the Best's Insurance Rating Guide, or (ii) as may be authorized in writing by CITY'S Risk Manager or designee at any time and in his/her sole discretion. If the GRANTEE is self-insured, the following requirements will outline the responsibility of the self-insured coverage. The required policies of insurance as stated herein shall maintain limits of liability of not less than those amounts stated therein. However, the insurance limits available to CITY and STATE and each of their officers, officials, employees, agents and volunteers as additional insureds, shall be the greater of the minimum limits specified therein or the full limit of any insurance proceeds to the named insured. (b) If at any time during the life of the Agreement or any extension, GRANTEE fails to maintain any required insurance in full force and effect, all services and work under this Agreement shall be discontinued immediately, and all payments due or that become due to GRANTEE shall be withheld until notice is received by CITY that the required insurance has been restored to full force and effect and that the premiums therefore have been paid for a period satisfactory to CITY. Any failure to maintain the required insurance shall be sufficient cause for CITY to terminate this Agreement. No action taken by CITY pursuant to this section shall in any way relieve GRANTEE of its responsibilities under this Agreement. The phrase "fail to maintain any required insurance" shall include, without limitation, notification received by CITY that an insurer has commenced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent. (c) The fact that insurance is obtained by GRANTEE shall not be deemed to release or diminish the liability of GRANTEE, including, without limitation, liability under the indemnity provisions of this Agreement. The duty to indemnify CITY and STATE by GRANTEE shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by GRANTEE. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of GRANTEE, vendors, suppliers, invitees, consultants, medical professionals, subcontractors, consultants, or anyone employed directly or indirectly by any of them. Coverage shall be at least as broad as: 1. The most current version of Insurance Services Office (ISO) Commercial General Liability Coverage Form CG 00 01, providing liability coverage arising out of your business operations. The Commercial General Liability policy shall be written on an occurrence form and shall provide coverage for "bodily injury," "property damage" and "personal and advertising injury" with coverage for premises and operations (including the use of owned and non- owned equipment), products and completed operations, and contractual Page 19 of 23 vuuuoiyii miivwuptC lu. ru 1.7r I Vu-1'#rr-4L.r I-yCDL. 04000CH0IJJ0J liability (including, without limitation, indemnity obligations under the Agreement) with limits of liability not less than those set forth under "Minimum Limits of Insurance." 2. The most current version of ISO *Commercial Auto Coverage Form CA 00 01, providing liability coverage arising out of the ownership, maintenance or use of automobiles in the course of your business operations. The Automobile Policy shall be written on an occurrence form and shall provide coverage for all owned, hired, and non-owned automobiles or other licensed vehicles (Code 1- Any Auto). 3. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. 4. Professional Liability (Errors and Omissions) insurance appropriate to GRANTEE'S profession. MINIMUM LIMITS OF INSURANCE GRANTEE shall procure and maintain for the duration of the contract insurance with limits of liability not less than those set forth below. However, insurance limits available to CITY and STATE and each of their officers, officials, employees, agents and volunteers as additional insureds, shall be the greater of the minimum limits specified herein or the full limit of any insurance proceeds available to the named insured: 1. COMMERCIAL GENERAL LIABILITY: (i) $1,000,000 per occurrence for bodily injury and property damage; (ii) $1,000,000 per occurrence for personal and advertising injury; (iii) $2,000,000 aggregate for products and completed operations; and, (iv) $2,000,000 general aggregate applying separately to the work performed under the Agreement. 2. COMMERCIAL AUTOMOBILE LIABILITY: $1,000,000 per accident for bodily injury and property damage. 3. WORKERS' COMPENSATION INSURANCE as required by the State of California with statutory limits. 4. EMPLOYER'S LIABILITY: (i) $1,000,000 each accident for bodily injury; (ii) $1,000,000 disease each employee; and, (iii) $1,000,000 disease policy limit. 5. PROFESSIONAL LIABILITY: (i) $1,000,000 per claim/occurrence; and, (ii) $2,000,000 policy aggregate. Page 20 of 23 VuL;u,D I i CIIvt:;iu t:IU.rU Izir izw-I4rrWl+r I-JCDIi-OGJUUCMOli:JO� UMBRELLA OR EXCESS INSURANCE In the event GRANTEE purchases an Umbrella or Excess insurance policy(ies) to meet the "Minimum Limits of Insurance," this insurance policy(ies) shall "follow form" and afford no less coverage than the primary insurance policy(ies). In addition, such Umbrella or Excess insurance policy(ies) shall also apply on a primary and non-contributory basis for the benefit of the CITY and STATE and each of their officers, officials, employees, agents and volunteers. DEDUCTIBLES AND SELF-INSURED RETENTIONS GRANTEE shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and GRANTEE shall also be responsible for payment of any self-insured retentions. Any self-insured retentions must be declared on the Certificate of Insurance, and approved by, the CITY'S Risk Manager or designee. At the option of the CITY'S Risk Manager or designee, either: (i) The insurer shall reduce or eliminate such self-insured retentions as respects CITY and STATE or any of their officers, officials, employees, agents and volunteers; or (ii) GRANTEE shall provide a financial guarantee, satisfactory to CITY'S Risk Manager or designee, guaranteeing payment of losses and related investigations, claim administration and defense expenses. At no time shall CITY be responsible for the payment of any deductibles or self-insured retentions. OTHER INSURANCE PROVISIONS/ENDORSEMENTS (i) All policies of insurance required herein shall be endorsed to provide that the coverage shall not be cancelled, non-renewed, reduced in coverage or in limits except after thirty calendar days' written notice has been given to CITY, except ten days for nonpayment of premium. GRANTEE is also responsible for providing written notice to the CITY under the same terms and conditions. Upon issuance by the insurer, broker, or agent of a notice of cancellation, non-renewal, or reduction in coverage or in limits, GRANTEE shall furnish CITY with a new certificate and applicable endorsements for such policy(ies). In the event any policy is due to expire during the work to be performed for CITY, GRANTEE shall provide a new certificate, and applicable endorsements, evidencing renewal of such policy not less than fifteen calendar days prior to the expiration date of the expiring policy. (ii) The Commercial General and Automobile Liability insurance policies shall be written on an occurrence form. (iii) The Commercial General and Automobile Liability insurance policies shall be endorsed to name CITY and STATE and each of their officers, officials, agents, employees and volunteers as an additional insured. GRANTEE shall establish additional insured status for the CITY and STATE for all Page 21 of 23 Ljuuuoiyii mivtjiupu IU.ry 1.7r ivu-I.4rr--+,-r-I-u CDu-OGJVVCmo%,jo. ongoing and completed operations under the Commercial General Liability policy by use of ISO Forms or an executed manuscript insurance company endorsements providing additional insured status. The Commercial General endorsements must be as broad as that contained in ISO Forms: GC 20 10 11 85 or both CG 20 10 & CG 20 37. (iv) The Commercial General and Automobile Liability insurance shall contain, or be endorsed to contain, that the GRANTEE'S insurance shall be primary to and require no contribution from the CITY or STATE. The Commercial General Liability policy is required to include primary and non-contributory coverage in favor of the CITY and STATE for both the ongoing and completed operations coverage. These coverages shall contain no special limitations on the scope of protection afforded to CITY and STATE and each of their officers, officials, employees, agents and volunteers. If GRANTEE maintains higher limits of liability than the minimums shown above, CITY and STATE requires and shall be entitled to coverage for the higher limits of liability maintained by GRANTEE. (v) Should any of these policies provide that the defense costs are paid within the Limits of Liability, thereby reducing the available limits by defense costs, then the requirement for the Limits of Liability of these polices will be twice the above stated limits. (vi) For any claims related to this Agreement, GRANTEE'S insurance coverage shall be primary insurance with respect to the CITY and STATE and each of their officers, officials, agents, employees and volunteers. Any insurance or self-insurance maintained by the CITY and STATE and each of their officers, officials, agents, employees and volunteers shall be excess of the GRANTEE'S insurance and shall not contribute with it. (vii) The Workers' Compensation insurance policy shall contain, or be endorsed to contain, a waiver of subrogation as to CITY and STATE and each of their officers, officials, agents, employees and volunteers. (viii) The Commercial General and Automobile Liability insurance policies shall contain, or be endorsed to contain, a waiver of subrogation as to CITY and STATE and each of their officers, officials, agents, employees and volunteers. If the Professional Liability (Abuse & Molestation) insurance policy is written on a claims- made form: 1. The retroactive date must be shown, and must be before the effective date of the Agreement or the commencement of work by GRANTEE. 2. Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after completion of the Agreement work or termination of the Agreement, whichever occurs first, or, in the alternative, the policy shall be endorsed to provide not less than a five (5) year discovery period. Page 22 of 23 UUUUJII,.II I-I IV CIUyt:IU.rU I5r I.'7U- I-.7 CDU-0L'JUUCM0%,J0U 3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the effective date of the Agreement or the commencement of work by GRANTEE, GRANTEE must purchase "extended reporting" coverage for a minimum of five (5) years completion of the Agreement work or termination of the Agreement, whichever occurs first. 4. A copy of the claims reporting requirements must be submitted to CITY for review. 5. These requirements shall survive expiration or termination of the Agreement. PROVIDING OF DOCUMENTS - GRANTEE shall furnish CITY with all certificate(s) and applicable endorsements effecting coverage required herein. All certificates and applicable endorsements are to be received by CITY's Risk Manager within a reasonable time after execution of this agreement. All non- ISO endorsements amending policy coverage shall be executed by a licensed and authorized agent or broker. Upon request of CITY, GRANTEE shall immediately furnish CITY with a complete copy of any insurance policy required under this Agreement, including all endorsements, with said copy certified by the underwriter to be a true and correct copy of the original policy. This requirement shall survive expiration or termination of this Agreement. All subcontractors working under the direction of GRANTEE shall also be required to provide all documents noted herein. SUBCONTRACTORS- If GRANTEE subcontracts any or all of the services to be performed under this Agreement, GRANTEE shall be solely responsible for ensuring that its subcontractors maintain insurance coverage at levels no less than those required by applicable law and is customary in the relevant industry and shall indemnify CITY and STATE if failure to comply with this provision results in damages to the CITY or the GRANTEE. Page 23 of 23 UVI:UolylI CIIVtz:WpC IL/.FL/IJr IJV-I I-JCDI,-OLJVUr-M0'-IOJ EXHIBIT C DISCLOSURE OF CONFLICT OF INTEREST YES* NO 1 Are you currently in litigation with the City of Fresno or any of ❑] �] its agents? 2 Do you represent any firm, organization, or person who is in ❑ litigation with the City of Fresno? 3 Do you currently represent or perform work for any clients who 0 ❑ do business with the City of Fresno? 4 Are you or any of your principals, managers, or professionals, owners or investors in a business which does business with ❑ the City of Fresno, or in a business which is in litigation with the City of Fresno? 5 Are you or any of your principals, managers, or professionals, related by blood or marriage to any City of Fresno employee ❑ x❑ who has any significant role in the subject matter of this service? 6 Do you or any of your subcontractors have, or expect to have, any interest, direct or indirect, in any other contract in ❑ connection with this Project? * If the answer to any question is yes, please explain in full below. Genelle Taylor Kumpe works with C r�u Explanation: �r� ayyj9rks w coF for no charge. 101 Signa ure 12/28/2022 Date Genelle Taylor Kumpe (Name) Fresno Business Council/s7vmanufacturing AlliancE (Company) PO Box 26807 (Address) Fresno, CA 93720 C Additional page(s) attached. (City, State Zip)