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A G R E E M E N T
THIS AGREEMENT (“Agreement”) is made and entered into this day of ______, 2021, by and
between the COUNTY OF FRESNO, a Political Subdivision of the State of California ("COUNTY"), and The
Economic Development Corporation Serving Fresno County, a nonprofit corporation, whose address is 906
N Street, Suite 120, Fresno, CA 93721 ("CONTRACTOR").
W I T N E S S E T H:
WHEREAS, CONTRACTOR is implementing a broad-based economic strategy to improve
economic conditions in Fresno County;
WHEREAS, COUNTY has adopted an Economic Development Strategy and the Economic
Development Element of the Fresno County General Plan to create jobs, diversify the economy, and
improve the skills of the workforce in Fresno County;
WHEREAS, CONTRACTOR, in coordination with the COUNTY Administrative Office, is also
responsible for implementing policies and programs of the Economic Development Element of the General
Plan;
WHEREAS, on August 9, 2011, the Board of Supervisors of the COUNTY approved
assignment of COUNTY’S current economic development responsibilities to CONTRACTOR, including, but
not limited to, the management of the administration of COUNTY’S Blue Ribbon Business Committee, and
implementation of COUNTY’S Comprehensive Economic Development Strategy;
WHEREAS, in early 2013, the Blue Ribbon Business Committee was disbanded; and, after
consultation with CONTRACTOR, replaced by a newly created “Strategy Committee”;
WHEREAS, CONTRACTOR has provided, and will continue to provide, administration of the
Strategy Committee;
WHEREAS, it is recognized by COUNTY’s Board of Supervisors that reductions in
unemployment and underemployment through economic development goals and strategies are necessary
to meet the economic and social needs of the population of the COUNTY; and
WHEREAS, it is recognized by both COUNTY and CONTRACTOR that effective
implementation of these strategies requires a combined commitment of resources from both the private and
7th Sept.
Agreement No. 21-350
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public sectors.
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions herein
contained, the parties hereto agree as follows:
1.OBLIGATIONS OF THE CONTRACTOR
CONTRACTOR shall provide COUNTY with quarterly reports within thirty (30) days after the end of each
quarter, detailing activities of CONTRACTOR toward meeting the obligations of CONTRACTOR under this
Agreement. CONTRACTOR shall expend an amount, not to exceed $150,000, to provide the following
essential services:
A.Performance-Based Services:
i.CONTRACTOR shall conduct direct outreach to property owners and
representatives within the proposed Fresno County Business and Industrial Campus
(“Industrial Campus”) area to obtain input and feedback concerning the proposed
project.
ii.CONTRACTOR shall retain a professional consultant (“CONSULTANT”) to
carry out additional special services, which are described in Exhibit A, Scope of
Work, which is attached and incorporated by this reference.
iii.CONTRACTOR and CONSULTANT shall conduct a preliminary infrastructure
funding and financing plan for the proposed Industrial Campus.
iv.CONTRACTOR shall provide site visits to businesses interested in locating in
Fresno County. CONTRACTOR shall report the number of site visits, including the
name of the business (unless business expressly requests to remain anonymous),
type of industry, and location in a quarterly report to COUNTY.
v.CONTRACTOR shall provide technical assistance to businesses staying in
Fresno County or expanding their operations in Fresno County.
vi.CONTRACTOR shall provide COUNTY access to CONTRACTOR’S industrial
inventory.
vii.CONTRACTOR shall maintain, monitor, and draft any required revisions of the
COUNTY Economic Development Strategy (“Strategy”) for approval by COUNTY,
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help COUNTY achieve the progress made towards economic development
objectives of the Strategy, evaluate the progress made towards achieving the goals
and targets of the Strategy at least every five years, and provide a report to the
COUNTY Board of Supervisors. CONTRACTOR shall continue to work with
COUNTY in implementing the Strategy in smaller cities and unincorporated areas of
COUNTY, and shall administer COUNTY’S Strategy Committee.
viii.CONTRACTOR shall prepare and submit a grant application to the U.S.
Economic Development Administration to request funding for the five-year COUNTY
Economic Development Strategy update, scheduled for adoption in 2022. Up to
fifty-three thousand dollars ($53,000) is budgeted for CONTRACTOR to utilize for
preparing the grant application, and as a match funding source, if awarded
Economic Development Administration Economic Adjustment Assistance grant
funding.
ix.CONTRACTOR, in coordination with COUNTY Administrative Office, shall help
implement policies and programs of the Economic Development of the COUNTY
General Plan.
B.Performance Based Technical Assistance Services
In an effort to encourage the location of new industry within the cities and unincorporated communities of
COUNTY, and to retain and expand those businesses currently within the COUNTY, CONTRACTOR shall
provide valuable technical expertise to businesses in small cities and unincorporated areas to complement
and supplement the COUNTY’S Economic Development resources, including:
i.CONTRACTOR shall provide location packaging to businesses interested in
relocating to COUNTY.
ii.CONTRACTOR shall help identify financing options, screen for eligible tax
incentive programs, and make referrals to partner agencies for additional
services, including, but not limited to employee recruitment, marketing,
business plan development, and energy efficiency assessments.
2.OBLIGATIONS OF THE COUNTY
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A.COUNTY shall provide a compensation amount not to exceed $150,000 to
CONTRACTOR to promote and market the resources and economy of COUNTY, as provided in this
Agreement.
3.TERM
The term of this Agreement shall be for a period of one (1) year, commencing on July 1, 2021,
through and including June 30, 2022.
4.TERMINATION
A.Non-Allocation of Funds - The terms of this Agreement, and the services to be
provided hereunder, are contingent on the approval of funds by the appropriating government agency.
Should sufficient funds not be allocated, the services provided may be modified, or this Agreement
terminated, at any time by giving the CONTRACTOR thirty (30) days advance written notice.
B.Breach of Contract - The COUNTY may immediately suspend or terminate this
Agreement in whole or in part, where in the determination of the COUNTY there is:
1)An illegal or improper use of funds;
2)A failure to comply with any term of this Agreement;
3)A substantially incorrect or incomplete report submitted to the COUNTY;
4)Improperly performed service.
In no event shall any payment by the COUNTY constitute a waiver by the COUNTY of any breach
of this Agreement or any default which may then exist on the part of the CONTRACTOR. Neither shall such
payment impair or prejudice any remedy available to the COUNTY with respect to the breach or default.
The COUNTY shall have the right to demand of the CONTRACTOR the repayment to the COUNTY of any
funds disbursed to the CONTRACTOR under this Agreement, which in the judgment of the COUNTY were
not expended in accordance with the terms of this Agreement. The CONTRACTOR shall promptly refund
any such funds upon demand.
C.Without Cause - Under circumstances other than those set forth above, this
Agreement may be terminated by COUNTY upon the giving of thirty (30) days advance written notice of an
intention to terminate to CONTRACTOR.
5.COMPENSATION/INVOICING: COUNTY agrees to pay CONTRACTOR and
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CONTRACTOR agrees to receive compensation as follows: quarterly compensation in an amount not to
exceed $37,500, with the maximum total compensation in an amount not to exceed $150,000 for the one-
year term of this Agreement. CONTRACTOR shall submit quarterly invoices electronically to the County of
Fresno County Administrative Office, with the quarterly activity report required in Section 1 of this
Agreement, within thirty (30) days after the end of each quarter.
In no event shall compensation paid for services performed pursuant to this Agreement exceed
$150,000 during the term of this Agreement. It is understood that all expenses incidental to
CONTRACTOR'S performance of services under this Agreement shall be borne by CONTRACTOR.
6.INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations
assumed by CONTRACTOR under this Agreement, it is mutually understood and agreed that
CONTRACTOR, including any and all of the CONTRACTOR'S officers, agents, and employees will at all
times be acting and performing as an independent contractor, and shall act in an independent capacity and
not as an officer, agent, servant, employee, joint venturer, partner, or associate of the COUNTY.
Furthermore, COUNTY shall have no right to control or supervise or direct the manner or method by which
CONTRACTOR shall perform its work and function. However, COUNTY shall retain the right to administer
this Agreement so as to verify that CONTRACTOR is performing its obligations in accordance with the
terms and conditions thereof.
CONTRACTOR and COUNTY shall comply with all applicable provisions of law and the rules and
regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof.
Because of its status as an independent contractor, CONTRACTOR shall have absolutely no right
to employment rights and benefits available to COUNTY employees. CONTRACTOR shall be solely liable
and responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In
addition, CONTRACTOR shall be solely responsible and save COUNTY harmless from all matters relating
to payment of CONTRACTOR'S employees, including compliance with Social Security withholding and all
other regulations governing such matters. It is acknowledged that during the term of this Agreement,
CONTRACTOR may be providing services to others unrelated to the COUNTY or to this Agreement.
7.MODIFICATION: Any matters of this Agreement may be modified from time to time by the
written consent of all the parties without, in any way, affecting the remainder.
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8.NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this Agreement
nor their rights or duties under this Agreement without the prior written consent of the other party.
9.HOLD HARMLESS: CONTRACTOR agrees to indemnify, save, hold harmless, and at
COUNTY'S request, defend the COUNTY, its officers, agents, and employees from any and all costs and
expenses (including attorney’s fees and costs), damages, liabilities, claims, and losses occurring or
resulting to COUNTY in connection with the performance, or failure to perform, by CONTRACTOR, its
officers, agents, or employees under this Agreement, and from any and all costs and expenses (including
attorney’s fees and costs), damages, liabilities, claims, and losses occurring or resulting to any person, firm,
or corporation who may be injured or damaged by the performance, or failure to perform, of
CONTRACTOR, its officers, agents, or employees under this Agreement.
The provisions of this Section 9 shall survive termination of this Agreement.
10.INSURANCE
Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any third
parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following insurance
policies or a program of self-insurance, including but not limited to, an insurance pooling arrangement or
Joint Powers Agreement (JPA) throughout the term of the Agreement:
A.Commercial General Liability
Commercial General Liability Insurance with limits of not less than Two Million Dollars
($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). This
policy shall be issued on a per occurrence basis. COUNTY may require specific coverages including
completed operations, products liability, contractual liability, Explosion-Collapse-Underground, fire legal
liability or any other liability insurance deemed necessary because of the nature of this contract.
B.Automobile Liability
Comprehensive Automobile Liability Insurance with limits of not less than One Million Dollars
($1,000,000.00) per accident for bodily injury and for property damages. Coverage should include any auto
used in connection with this Agreement.
C.Professional Liability
If CONTRACTOR employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W., M.F.C.C.) in
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providing services, Professional Liability Insurance with limits of not less than One Million Dollars
($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual aggregate.
D.Worker's Compensation
A policy of Worker's Compensation insurance as may be required by the California Labor
Code.
Additional Requirements Relating to Insurance
CONTRACTOR shall obtain endorsements to the Commercial General Liability insurance naming
the County of Fresno, its officers, agents, and employees, individually and collectively, as additional
insured, but only insofar as the operations under this Agreement are concerned. Such coverage for
additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained
by COUNTY, its officers, agents and employees shall be excess only and not contributing with insurance
provided under CONTRACTOR's policies herein. This insurance shall not be cancelled or changed without
a minimum of thirty (30) days advance written notice given to COUNTY.
CONTRACTOR hereby waives its right to recover from COUNTY, its officers, agents, and
employees any amounts paid by the policy of worker’s compensation insurance required by this
Agreement. CONTRACTOR is solely responsible to obtain any endorsement to such policy that may be
necessary to accomplish such waiver of subrogation, but CONTRACTOR’s waiver of subrogation under
this paragraph is effective whether or not CONTRACTOR obtains such an endorsement.
Within Thirty (30) days from the date CONTRACTOR signs and executes this Agreement,
CONTRACTOR shall provide certificates of insurance and endorsement as stated above for all of the
foregoing policies, as required herein, to the County of Fresno, (Name and Address of the official who will
administer this contract), stating that such insurance coverage have been obtained and are in full force; that
the County of Fresno, its officers, agents and employees will not be responsible for any premiums on the
policies; that for such worker’s compensation insurance the CONTRACTOR has waived its right to recover
from the COUNTY, its officers, agents, and employees any amounts paid under the insurance policy and
that waiver does not invalidate the insurance policy; that such Commercial General Liability insurance
names the County of Fresno, its officers, agents and employees, individually and collectively, as additional
insured, but only insofar as the operations under this Agreement are concerned; that such coverage for
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additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained
by COUNTY, its officers, agents and employees, shall be excess only and not contributing with insurance
provided under CONTRACTOR's policies herein; and that this insurance shall not be cancelled or changed
without a minimum of thirty (30) days advance, written notice given to COUNTY.
In the event CONTRACTOR fails to keep in effect at all times insurance coverage as herein
provided, the COUNTY may, in addition to other remedies it may have, suspend or terminate this
Agreement upon the occurrence of such event.
All policies shall be issued by admitted insurers licensed to do business in the State of California,
and such insurance shall be purchased from companies possessing a current A.M. Best, Inc. rating of A
FSC VII or better.
11.AUDITS AND INSPECTIONS: The CONTRACTOR shall at any time during business
hours, and as often as the COUNTY may deem necessary, make available to the COUNTY for examination
all of its records and data with respect to the matters covered by this Agreement. The CONTRACTOR
shall, upon request by the COUNTY, permit the COUNTY to audit and inspect all of such records and data
necessary to ensure CONTRACTOR'S compliance with the terms of this Agreement.
If this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTOR shall be subject to
the examination and audit of the California State Auditor for a period of three (3) years after final payment
under contract (Government Code Section 8546.7).
12.NOTICES: The persons and their addresses having authority to give and receive notices
under this Agreement include the following:
COUNTY CONTRACTOR
COUNTY OF FRESNO Economic Development Corporation
County Administrative Officer Lee Ann Eager
2281 Tulare Street, Room 304 906 N Street, Suite 120
Fresno, CA 93721 Fresno, CA 93721
All notices between the COUNTY and CONTRACTOR provided for or permitted under this
Agreement must be in writing and delivered either by personal service, by first-class United States mail, by
an overnight commercial courier service, or by telephonic facsimile transmission. A notice delivered by
personal service is effective upon service to the recipient. A notice delivered by first-class United States
mail is effective three COUNTY business days after deposit in the United States mail, postage prepaid,
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addressed to the recipient. A notice delivered by an overnight commercial courier service is effective one
COUNTY business day after deposit with the overnight commercial courier service, delivery fees prepaid,
with delivery instructions given for next day delivery, addressed to the recipient. A notice delivered by
telephonic facsimile is effective when transmission to the recipient is completed (but, if such transmission is
completed outside of COUNTY business hours, then such delivery shall be deemed to be effective at the
next beginning of a COUNTY business day), provided that the sender maintains a machine record of the
completed transmission. For all claims arising out of or related to this Agreement, nothing in this section
establishes, waives, or modifies any claims presentation requirements or procedures provided by law,
including but not limited to the Government Claims Act (Division 3.6 of Title 1 of the Government Code,
beginning with section 810).
13.GOVERNING LAW: Venue for any action arising out of or related to this Agreement shall
only be in Fresno County, California.
The rights and obligations of the parties and all interpretation and performance of this Agreement
shall be governed in all respects by the laws of the State of California.
14.DISCLOSURE OF SELF-DEALING TRANSACTIONS
This provision is only applicable if the CONTRACTOR is operating as a corporation (a for-profit
or non-profit corporation) or if during the term of the agreement, the CONTRACTOR changes its status
to operate as a corporation.
Members of the CONTRACTOR’s Board of Directors shall disclose any self-dealing transactions
that they are a party to while CONTRACTOR is providing goods or performing services under this
agreement. A self-dealing transaction shall mean a transaction to which the CONTRACTOR is a party
and in which one or more of its directors has a material financial interest. Members of the Board of
Directors shall disclose any self-dealing transactions that they are a party to by completing and signing a
Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit A and incorporated herein by
reference, and submitting it to the COUNTY prior to commencing with the self-dealing transaction or
immediately thereafter.
15.ELECTRONIC SIGNATURE: The parties agree that this Agreement may be executed by
electronic signature as provided in this section. An “electronic signature” means any symbol or process
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intended by an individual signing this Agreement to represent their signature, including but not limited to (1)
a digital signature; (2) a faxed version of an original handwritten signature; or (3) an electronically scanned
and transmitted (for example by PDF document) of a handwritten signature. Each electronic signature
affixed or attached to this Agreement (1) is deemed equivalent to a valid original handwritten signature of
the person signing this Agreement for all purposes, including but not limited to evidentiary proof in any
administrative or judicial proceeding, and (2) has the same force and effect as the valid original handwritten
signature of that person. The provisions of this section satisfy the requirements of Civil Code section
1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5,
beginning with section 1633.1). Each party using a digital signature represents that it has undertaken and
satisfied the requirements of Government Code section 16.5, subdivision (a), paragraphs (1) through (5),
and agrees that each other party may rely upon that representation. This Agreement is not conditioned
upon the parties conducting the transactions under it by electronic means and either party may sign this
Agreement with an original handwritten signature.
16.ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the
CONTRACTOR and COUNTY with respect to the subject matter hereof and supersedes all previous
Agreement negotiations, proposals, commitments, writings, advertisements, publications, and
understanding of any nature whatsoever unless expressly included in this Agreement.
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1 IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the day and year
2 first hereinabove written .
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CONTRACTOR
¥fL,~
(Authorized Signature)
Lee Ann Eager President/CEO
Print Name & Title
The Economic Development
Corporation
Serving Fresno County
906 N Street, Su ite 120
Fresno , CA 93721
Mailing Address
FOR ACCOUNT I NG USE ONLY:
Fund : 000 1
Subclass : 10000
ORG : 2540
Account: 7845
Steve randau , Chairman of the Board of
Supervisors of the County of Fresno
ATTEST:
Bernice E. Seidel
Clerk of the Board of Supervisors
County of Fresno , State of California
By: ----'J--fu..u...-~=-·, ____,,_,~~.A->.---~-
Deputy U
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