Loading...
HomeMy WebLinkAboutP-23-155 Fresno County Bicycle Coalition.pdf 1-0 County of Fresno INTERNAL SERVICES DEPARTM BVT Facilities• Fleet•G iaphics• Purchasing •Security•Technology O� 1$5 O ORES PRO C J WMEN TAGREEMEN T Agreem ent N u m for P-23-155 March 29, 2023 Fresno County Bicycle Coalition PO Box 2332 Clovis, CA 93613-2332 The County of Fresno (County) hereby contracts with Fresno County Bicycle Coalition (Contractor)for the services of Fowler Bicycle Rodeo and Conn m unity Bicycle Ride Event in accordance with the text of this agreem ant, and Attachm ant"A", by this reference m ade a part hereof. TERM: This Agreem Ent shall becom e effective April 1, 2023 and shall rem an in effect through April 30, 2023. M NIM UM O FUERS: Unless stated otherwise there shall be no minim u morder quantity. The County reserves the right to increase or decrease orders or quantities. CO NTRACTO RS SERVICES: Contractor shall perform the services as described in Attachment"A" attached, at the rates set forth in Attachment"A". O FDERS: O ders will be placed on an as-needed basis by Department of Public Health under this contract. PRICES: Prices shall be firm for the contract period. M AXIM UM: In no event shall services perform ed and/or fees paid under this Agreem ent be in excess of three thousand nine hundred ninety-eight dollars and ninety-seven cents ($3,998.97). ADDITIONAL ITEM S The County reserves the right to negotiate additional item sto this Agreem ent as deem ed necessary. Such additions shall be m ode in writing and signed by both parties. DELIVERY: The F.O B. Point shall be the destination within the County of Fresno. All orders shall be delivered com plete as specified. All orders placed before Agreement expiration shall be honored under the term sand conditions of this Agreem ent. DEFAULT: In case of default by Contractor, the County may procure the articles/services from another source and m air recover the loss occasioned thereby from any unpaid balance due the Contractor or by any other legal m eans available to the County. The prices paid by County shall be considered the prevailing m arket price at the tim e such purchase is m ade. Inspection of deliveries or offers for delivery, which do not m eet specifications, will be at the expense of Contractor. INVO ICING : An item Qed invoice shall be sent to requesting County department in accordance with invoicing instructions included in each order referencing this Agreement. The Agreement num ber must appear on all shipping documents and invoices. Invoice terms shall be Net 45 Days. 333 W. Pontiac Way, Clovis, CA 93612 / (559) 600-7110 *The County of Fresno is an Equal Em#oym Ent 0 poortunity Em#oyer* PRO CUREM ENT AG TEEM ENT NUM BER: P-23-155 P age 2 Fresno County Bicycle Coalition March 29, 2023 INVO CE TERM S Net forty-five (45)days from the receipt of invoice. TERM NATIO N The County reserves the right to term hate this Agreem Ent upon thirty(30) days written notice to the Contractor. In the event of such term nation, the Contractor shall be paid for satisfactory services or supplies provided to the date of term nation. LAWS AND REG L.LATIONS: The Contractor shall com py with all laws, rules and regulations whether they be Federal, State or m Lnicipal, which m ay be applicable to Contractor's business, equipm ent and personnel engaged in service covered by this Agreement. AUDITS AND RETENTIO N Term sand conditions set forth in the agreem ent associated with the purchased goods are incorporated herein by reference. In addition, the Contractor shall maintain in good and legible condition all books, docum ents, papers, data files and other records related to its perform ance under this contract. Such records shall be com plete and available to Fresno County, the State of California, the federal government or their duly authorized representatives for the purpose of audit, exam nation, or copying during the term of the contract and for a period of at least three years following the County's final paym ent under the contract or until conclusion of any pending m Otter(e.g., litigation or audit), whichever is later. Such records m ust be retained in the m anner described above until all pending m Otters are closed. LIABILITY: The Contractor agrees to: Pay all claim sfor dam age to property in any m anner arising from Contractor's operations under this Agreement. Indem rify, save and hold harm less, and at County's request defend the County, its officers, agents and em ployees from any and all claim sfor dam age or other liability, including costs, expenses (including attorney's fees and costs), causes of action, claim sor judgm ents resulting out of or in any way connected with Contractor's perform ance or failure to perform by Contractor, its agents, officers or em ployees under this Agreement, and from any and all costs and expenses (including attorney's fees and costs), dam ages, liabilities, claim s, and losses occurring or resulting to any person, firm or corporation who m ay be injured or dam aged by the perform ance, or failure to perform,of Contractor, its officers, agents, or em ployees under this Agreem ant. INSURANCE: Without lim Ling the CO LNTY's right to obtain indem rification from CO NTRACTO Ror any third parties, CO NTRACTO R at its sole expense, shall m antain in full force and effect, the following insurance policies or a program of self-insurance, including but not lim ted to, an insurance pooling arrangement or Joint Powers Agreem ent (JPA)throughout the term of the Agreem ant: A. Comm ercial G eneral Liability: Com m ecial G eneral Liability Insurance with lim is of not less than Two M Ilion Dollars ($2,000,000.00) per occurrence and an annual aggregate of Four M Ilion Dollars ($4,000,000.00). This policy shall be issued on a per occurrence basis. County m ay require specific coverage including com pieted operations, product liability, contractual liability, Explosion-Col lapse- Underground, fire legal liability or any other liability insurance deem ed necessary because of the nature of the contract. B. Autom obile Liability: Com prehensive Autom obile Liability Insurance with lim is of not less than O re M Ilion Dollars ($1,000,000.00) per accident for bodily injury and for property dam ages. Coverage should include any auto used in connection with this Agreement. C. Professional Liability: If Contractor em ploys licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W., M F.C.C.) in providing services, Professional Liability Insurance with lim is of not less than O ne M Ilion Dollars ($1,000,000.00) per occurrence, Three M Ilion Dollars ($3,000,000.00) annual aggregate. D. W oker's Com pensation: A policy of Worker's Com pensation insurance as m ay be required by the California Labor Code. Additional Requirem ents Relating to Insurance: Contractor shall obtain endorsem ants to the Com m ecial G eneral Liability insurance nam ng the County of Fresno, its officers, agents, and em ployees, individually and collectively, as additional insured, but only P-23-155 Fresno County Bicycle Coalition.docx PRO CUREM ENT AG TEEM ENT NUM BER: P-23-155 P age 3 Fresno County Bicycle Coalition M arch 29, 2023 insofar as the operations under this Agreement are concerned. Such coverage for additional insured shall apply as prim ary insurance and any other insurance, or self-insurance, m antained by County, its officers, agents and em ployees 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 m him urn of thirty (30)days advance written notice given to County. Contractor hereby waives its right to recover from County, its officers, agents, and em ployees 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 m ay be necessary to accom plish such waiver of subrogation, but Contractor's waiver of subrogation under this paragraph is effective whether or not Contractor obtains such an endorsem Ent. Within Thirty (30)days from the date Contractor signs and executes this Agreement, Contractor shall provide certificates of insurance and endorsem Ent as stated above for all of the foregoing policies, as required herein, to the County of Fresno, Department of Public Health, stating that such insurance coverage have been obtained and are in full force; that the County of Fresno, its officers, agents and em ployees will not be responsible for any prem um son the policies; that such Com m ffcial G eneral Liability insurance nam es the County of Fresno, its officers, agents and em ployees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned; that such coverage for additional insured shall apply as prim ary insurance and any other insurance, or self-insurance, m aintained by County, its officers, agents and em ployees, 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 m himum of thirty (30) days advance, written notice given to County. Certificates of Insurance are to include the contract num ber at the top of the first page. In the event Contractor fails to keep in effect at all tim es insurance coverage as herein provided, the County may, in addition to other remedies it may have, suspend or term hate this Agreement upon the occurrence of such event. All policies shall be with adm tted insurers licensed to do business in the State of California. Insurance purchased shall be purchased from com panies possessing a current A.M.Best, Inc. rating of A FSC VII or better. CO MNG O NCO WTY PRO FERTY TO DO WORK: Contractor agrees to provide maintain and furnish proof of Com prehensive G eneral Liability Insurance with lim is of not less than $500,000 per occurrence. INDEPENDENT CO NTRACTO R In perform once of the work, duties and obligations assum ed by Contractor under this Agreement, it is m utually understood and agreed that Contractor, including any and all of Contractor's officers, agents, and em ployees will at all tim es be acting and perform hg as an independent contractor, and shall act in an independent capacity and not as an officer, agent, servant, em ployee,joint venturer, partner, or associate of the County. Furtherm cre, County shall have no right to control or supervise or direct the m anner or m ethod by which Contractor shall perform its work and function. However, County shall retain the right to adm hister this Agreem Ent so as to verify that Contractor is perform hg its obligations in accordance with the term sand conditions thereof. Contractor and County shall com ply with all applicable provisions of law and the rules and regulations, if any, of governm eital authorities having jurisdiction over m otters the subject thereof. Because of its status as an independent contractor, Contractor shall have absolutely no right to em ploym ent rights and benefits available to County em ployees. Contractor shall be solely liable and responsible for providing to, or on behalf of, its em ployees all legally-required em ployee benefits. In addition, Contractor shall be solely responsible and save County harm less from all m otters relating to paym ent of Contractor's em ployees, including com pliance with Social Security, withholding, and all other regulations governing such m otters. It is acknowledged that during the term of this Agreem Ent, Contractor m ay be providing services to others unrelated to the County or to this Agreem ent. NO N-ASSIG NVl IENT: Neither party shall assign, transfer or sub-contract this Agreement nor their rights or duties under this Agreem Ent without the written consent of the other party. P-23-155 Fresno County Bicycle Coalition.docx PRO CJREM ENT AG TEEM ENT NUM BER: P-23-155 P age 4 Fresno County Bicycle Coalition March 29, 2023 AM ENDM ENTS: This Agreem Ent constitutes the entire Agreem Ent between the Contractor and the County with respect to the subject m otter hereof and supersedes all previous negotiations, proposals, com mim Ents, writings, advertisements, publications, Request for Proposals, Bids and understandings of any nature whatsoever unless expressly included in this Agreem Ent. This Agreem Ent supersedes any and all terms set forth in Contractor's invoice. This Agreem Ent m air be am ended only by written addendum signed by both parties. INCO WDISTENCIES: In the event of any inconsistency in interpreting the documents which constitute this Agreement, the inconsistency shall be resolved by giving precedence in the following order of priority: (1)the text of this Agreem Ent(excluding Attachm Ent"A"); and (2)Attachm Ent"A". G O\ERNING LAWS: This Agreem Ent shall be construed, interpreted and enforced under the laws of the State of California. Venue for any action shall only be in County of Fresno. ELECTRO NC SIG NATURES: The parties agree that this Agreem Ent m air be executed by electronic signature as provided in this section. A. An "electronic signature" means any symbol or process intended by an individual signing this Agreement to represent their signature, including but not lim ted to (1) a digital signature; (2) a faxed version of an original handwritten signature; or(3) an electronically scanned and transm tted (for exam Oe by PDF docum Ent) of a handwritten signature. B. E ach electronic signature affixed or attached to this Agreem Ent(1) is deem Ed equivalent to a valid original handwritten signature of the person signing this Agreem Ent for all purposes, including but not lim ted to evidentiary proof in any adm histrative or judicial proceeding, and (2) has the sam eforce and effect as the valid original handwritten signature of that person. C. 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). D. Each party using a digital signature represents that it has undertaken and satisfied the requirements of G o✓ernm Ent Code section 16.5, subdivision (a), paragraphs (1)through (5), and agrees that each other party m air 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. Please acknowledge your acceptance by returning all pages of this Agreem Ent to m yoffice via em al or USPS. Please refer any inquiries in this m otter to Susan Walker, Purchasing Technician, at 559-600-7111 or suwalker@fresnocountyca.gov. FO RTHE CO tNTY O FFRESNO Digitally signed by Gary Cornuelle Gary C O rn U e I I e Date:2023.04.10 11:45:21 -07'00' G ey E. Cornuelle Purchasing M anager 333 W. Pontiac Way Clovis, CA 93612 G EE:slw P-23-155 Fresno County Bicycle Coalition.docx PRO CUREM ENT AG TEEM ENT NUM BER: P-23-155 P age 5 Fresno County Bicycle Coalition March 29, 2023 CO WRACTO RTO CO M FETE: Corn pany: Fresno County Bicycle Coalition Type of Entity: ❑ Individual L Q im led Liability Company ❑ Sole Proprietorship L ❑ im ited Liability Partnership a Corporation G ❑ eneral Partnership P.0.13ox 2332 C lovis C A 9 3613 Address C ity S tate Z ip 559 313-2368 5 59 436-8420 i nfo@ iesnobike.org TELEPHO f E NUMBER F Ax NUM BER E-M AL ADDRESS Print Name& Anthony J. Molina, M.D., Cl- Edward Sm Ith, Secretary Title: Print Name&Title: Signature: S ignature: rmm ACCOUNTING USE O NLY O RG No.: 5 6201555 Account No.: 7 295 Requisition No.: 5 622300804 (08/2022) P-23-155 Fresno County Bicycle Coalition.docx AG F;EEM ENT NO: P-23-155 Attachm ant"A" Page 1 of 8 FCBC - SO W& BUDG ET EXHIBIT A FRESNO COUNTY BICYCLE COALITION Frrc�rBikr nr<i January February 13, 2023 Re: Cost Estim ate for Fowler Bicycle Rodeo and Com m unity Bicycle Ride Event Susie A. Rico-Vasquez, M PH Program Coordinator, Health Educator CalFresh Healthy Living Fresno County Departm Ent of Public Health 1221 Fulton Street, V Floor, Fresno, CA 93721 Dear Susie, Thank you for your kind assistance in collaborating with the Fresno County Bicycle Coalition on the proposed project, the City of Fowler Bicycle Rodeo and Com m unity Bicycle Ride event. As discussed, the objectives of the project are • P lanning and im Clem eating a bicycle rodeo for local children and youth • F acilitating set up and take down for the bicycle rodeo course. • P lanning and im LJem anting a com m unity bicycle ride in conjunction with the bicycle rodeo event • P roviding basic bicycle repair and tune up at the event. • C ollaborating with Teens that Care, the US Green Building Council of Central California, City of Fowler and the Fresno County Departm eit of Public Health. • S ecuring all necessary perm ts, insurance, traffic control, and sanitary facilities for the event To accom Oish these objectives, the FCBC agrees to: • p rovide an invoice for services and m aterials staff tim t; travel tim e, m leage with Google travel m zp, planning m ratings, city park fees, certificate of liability fees, bike safety m aterials/kits, education, training, set up day before event, conducting events) as listed in the attached cost estim ate spread sheet; • a nd subm it copies of receipts and invoices for purchases and expenses incurred with the final invoice. Page 1 of 4 AG FEEM ENT NO: P-23-155 Attachm ant"A" Page 2 of 8 FCBC - SO W& BUDG ET EXHIBIT A Kids Bike Rodeo Agenda: 1-2 weeks ahead lay out and m ark course on street. 1-2 days ahead-Chalk Course 8 am Day of event-set up cones and signs gam Event Kick off and W elcom eby public officials 9:15 Begin registration of participants, including helm e;fitting and distribution, bike checks and basic bike repair and tune up. 9:30- 12:00 Bikes on course Giveaways after participants com Oete the course and drawing every% hour from 10am 12pm 12 pm Wrap up and begin take down and clean up. Com m tnity Bike Ride Agenda 9:15 Registration and sign release waivers, ongoing until 12 pm 9:30 Begin bike and helm Et safety checks,ABC Quick Check, basic repair and tune up 9:30 Begin parking lot hazard avoidance skills course and introduction of Sm art Cycling principles Hourly bike rides at 10am,11am,12pm 12pm Wrap up and begin take down Thank you for the opportunity of working with you on this exciting project and please let m eknow if you have any questions or suggestions. Sincerely, Anthony J. M dina, M D. Chair, Fresno County Bicycle Coalition Page 2 of 4 Q lqt 4- 0 m M X W O O O O 0 O O 0 O O Lr) Ln O Ln O O O O O O O O N I O O Il O 0 Ln O O O O Ln �o 1�0 Ln M O O Il Ln O O O tV O cm N c-1 In c-1 M N N IQO r l r l r l IZI- tn- i/)• iJ} tn- tn- to tn• tn- to tn• i/)• t!)• tn- 4 O Ln O O O O O O O O M I- Ln C O N O O O O O (D O O O Ln Ln O O O Ln Ln O lD N Lr) Ln Ln N N M N Q -kn t/} IZI- tn• a-- tn- O th tn• t/} tn- t/)- t/)- tn- O O 00 00 Ln N 0 Ln U) rl tij- +� r +� 4 , bA tu0 w aJ m C U C C _ LL >6 4N U L > U UA O � 16 � N f6 C O n aJ aJ Y C O � = _D E (J c� s � aJ (� _ Q -0 N U U U QL �- D C i C C C L } 4-1 ri aJ O o - - - Ln o v a + + ++ aJ O ca r-I +� O aJ C •V '� +' rl c v ate' aJ aJ aJ C M -0 V) aJ C ++ C L UM Q `" a, c Q �' 'o 'o 'o o o ro o > W G � N 2 Ca V) � v Q O Q Q 4" L Q O L W U v O cB aJ aJ aJ O - C C O O L LL Q L) U •L v C }' Q � O � O U O > _ u cn U C V aJ >: C � C L 4 J * +J J 4 J @ U (6 CO aJ }p ++ O +� m O L.J C C C C � a- Q O ,ai LUL E - N >. V C v Ln > Q J Q Q VI OJ E Ll NaJ L C a Q 0 V) V) M (p J O O td > u m '(B fA L- m '� aJ Q4-1 � O + O O M O N aJ > Q C a N aJ � O N U a 4-1 oOO +- E � � �aJ M aJ a 0 O > muvm COm n Q Q n a Ln v n Ln L aJ �' LO > +1 N VI to m O N m m Q N L L L aJ N C C >ai aJ CJ of C LU LU � Q >' N v C _0 4� 4� o v L > Q O Q Q Q a aJ o bz v Q a, v a, a, v a, m C E � E � E � L- V) E E E E E aJ v v O m m � Ln 2 aJ aJ u Q Q Q U U CJ v 4- 4- 4- 14- 4- 4- 1 C aJ m m > > 4- 4-- 4-- 4- 4-- 4-- 4-- �u V m m m m m m m m aJ U U +j +J 4- +J +I +J L > J LL LL CO m N N N N N N N LU 0 •ct N ca a Q. m w o 0 0 o s � O N r" its• � O O � O ON W CD C) <-A CD 706 "a O Q i c� N •a � s m a Q- r a J G y i N s o o `^ � co y a S°° o AG FEEM ENT NO: P-23-155 Attachm ant"A" Page 5 of 8 EXHIBIT B-G PANTO FRS ADDITIO NAL TERM S&CO NDITIO N3 STANDARD GRANT CONDITIONS 1. A PPROVAL: This Grant is of no force or effect until signed by both parties and approved by the Department of General Services, if required. The Grantee m a/ not com m ace perform nice until such approval has been obtained. 2. A M ENDM ENT: No am endm ant or variation of the term sof this Grant shall be valid unless m ade in writing, signed by the parties, and approved as required. No oral understanding or Agreem ant not incorporated in the Grant is binding on any of the parties. In no case shall the Departm ant m aterially alter the scope of the Project set forth in Attachm ant A. 3. A SSIGNM ENT: This Grant is not assignable by the Grantee, either in whole or in part, without the written consent of the Grant M anager in the form of a written am andm ant to the Grant. 4. A UDIT: Grantee agrees that the Departm ant,the Bureau of State Audits, or their designated representative shall have the right to review and to copy any records and supporting docum entation pertaining to this Grant. Grantee agrees to m antain such records for a possible audit for a m himum of three (3)years after final paym Ent or com Oetion of the project funded with this Grant, unless a longer period of records retention is stipulated. Grantee agrees to allow the auditor(s) access to such records during norm a business hours and to allow interviews of any em Ooyees who m ght reasonably have inform ztion related to such records. Further, Grantee agrees to include a sim lar right of the State to audit records and interview staff in any subcontract related to the project. S. C ONFLICT OF INTEREST: Grantee certifies that it is in com Oiance with all applicable state and/or federal conflict of interest laws. 6. 1 NDEM NIFICATION: Grantee agrees to indem rify, defend and save harm less the State, its officers, agents and em Ooyees from any and all claim sand losses accruing or resulting to any and all contractors, subcontractors, suppliers, laborers, and any other person,firm or corporation furnishing or supplying work services, m a:erials, or supplies in connection with the project, and from any and all claim sand losses accruing or resulting to any person,firm or corporation who m ar be injured or dam zged by Grantee in the perform nice of any activities related to the Project. 7. F ISCAL MANAGEMENT SYSTEM SAND ACCOUNTING STANDARDS: Grantee agrees that,at a m him urn, its fiscal control and accounting procedures will be sufficient to perm i tracing of all grant funds to a level of expenditure adequate to establish that such funds have not been used in violation of any applicable state or federal law, or the provisions of this Grant. Grantee further agrees that it will m antain separate Project accounts in accordance with generally accepted accounting principles. AG FEEM ENT NO: P-23-155 Attachm ant"A" Page 6 of 8 EXHIBIT B-G PANTO FRS ADDITIO NAL TERM S&CO NDITIO N3 8. G OVERNING LAW: This Grant is governed by and shall be interpreted in accordance with the laws of the State of California. 9. 1 NCOM E RESTRICTIONS: Grantee agrees that any refunds, rebates, credits, or other am cunts (including any interest thereon) accruing to or received by the Grantee under this Grant shall be paid by the Grantee to the Departm ant,to the extent that they are properly allocable to costs for which the Grantee has been reimbursed by the Departm ant under this Grant. 10. 1 NDEPENDENT GRANTEE: Grantee, and its agents and ern Ooyees of Grantee, in the perform nice of the Project, shall act in an independent capacity and not as officers, em Ooyees or agents of the Departm ant. 11. M EDIA EVENTS: Grantee shall notify the Departm Ent's Grant M anager in writing at least twenty(20) working days before any public or m adia event publicizing the accom oishm ants and/or results of the Project and provide the opportunity for attendance and participation by Departm Ent's representatives. 12. N O THIRD-PARTY RIGHTS: The Departm ant and Grantee do not intend to create any rights or rem adies for any third- party as a beneficiary of this Grant or the project. 13. N OTICE: Grantee shall prom ptly notify the Departm Ent's Grant M anager in writing of any events, developments or changes that could affect the corn Oetion of the project or the budget approved for this Grant. 14. P ROFESSIONALS: Grantee agrees that only licensed professionals will be used to perform services under this Grant where such services are called for. 15. R ECORDS: Grantee certifies that it will m antain Project accounts in accordance with generally accepted accounting principles. Grantee further certifies that it will corn Oy with the following conditions for a grant award as set forth in the Scope of Work and Budget (Attachm ant A). A. Establish an official file for the Project which shall adequately docum ant all significant actions relative to the Project; B. Establish separate accounts which will adequately and accurately depict all am cunts received and expended on this Project, including all grant funds received under this Grant; C. Establish separate accounts which will adequately depict all incom ereceived which is attributable to the Project, especially including any incom eattributable to grant funds disbursed under this Grant; AG FEEM ENT NO: P-23-155 Attachm ant"A" Page 7 of 8 EXHIBIT B-G PANTO FRS ADDITIO NAL TERM S&CO NDITIO N3 D. Establish an accounting system which will adequately depict final total costs of the Project, including both direct and indirect costs; and, E. Establish such accounts and m antain such records as m a✓be necessary for the state to fulfill federal reporting requirem ants, including any and all reporting requirem ants under federal tax statutes or regulations. 16. R ELATED LITIGATION: Under no circum stances m aV Grantee use funds from any disbursem ant under this Grant to pay for costs associated with any litigation between the Grantee and the Departm Ent. 17. R IGHTS IN DATA: Grantee and the Departm ant agree that all data, plans, drawings, specifications, reports, com pater program 5 operating m anuals, notes, and other written or graphic work submitted under Attachm Ent A in the perform ance of the Project funded by this Grant shall be in the public dom an. Grantee m a✓disclose, dissem hate and use in whole or in part, any final form data and inform ation received, collected, and developed under this Project, subject to appropriate acknowledgm Ent of credit to the Department for financial support. Grantee shall not utilize the m zterials subm tted to the Departm Ent (except data)for any profit m aking venture or sell or grant rights to a third-party who intends to do so. The Department has the right to use subm tted data for all governm ental purposes. 18. V ENUE: The Departm ant and Grantee agree that any action arising out of this Grant shall be filed and m antained in the Superior Court, County of Sacram ento, California. Grantee waives any existing sovereign im m unity for the purposes of this Grant, if applicable. 19. S TATE-FUNDED RESEARCH GRANTS: A. Grantee shall provide for free public access to any publication of a departm Ent-funded invention or department-funded technology. Grantee further agrees to all term sand conditions required by the California Taxpayer Access to Publicly Funded Research Act (Chapter 2.5 (com m eking with Section 13989) of Part 4.5 of Division 3 of Title 2 of the Governm Ent Code). B. As a condition of receiving the research grant, Grantee agrees to the following term sand conditions which are set forth in Governm ant Code section 13989.6 ("Section 13989.E"): 1) G rantee is responsible for ensuring that any publishing or copyright agreem ents concerning subm tted m anuscripts fully com dy with Section 13989.6. 2) Grantees shall report to the Departm Ent the final disposition of the research grant, including, but not lim ted to, if it was published, when it was published, where it was published, when the 12- month tim eperiod expires, and where the m anuscript will be available for open access. 3) For a m anuscript that is accepted for publication in a peer-reviewed journal, the Grantee shall ensure that an electronic version of the peer-reviewed m anuscript is available to the departm Ent and on an AG FEEM ENT NO: P-23-155 Attachm ant"A" Page 8 of 8 EXHIBIT B-G PANTO FRS ADDITIO NAL TERM S&CO NDITIO N3 appropriate publicly accessible database approved by the Departm ant, including, but not lim ted to, the University of California's eScholarship Repository at the California Digital Library, PubM ed Central, or the California Digital Open Source Library,to be m 2de publicly available not later than 12 months after the official date of publication. M anuscripts subm tted to the California Digital Open- Source Library shall be exem pt from the requirem ants in subdivision (b) of Section 66408 of the Education Code. Grantee shall m dce reasonable efforts to com dy with this requirem Ent by ensuring that their m aiuscript is accessible on an approved publicly accessible database and notifying the Departm ant that the m aiuscript is available on a departm ant-approved database. If Grantee is unable to ensure that their m aiuscript is accessible on an approved publicly accessible database, Grantee m at com Oy by providing the m a,uscript to the Departm Ent not later than 12 months after the official date of publication. 4) For publications other than those described in paragraph 13.3 above, including m Eeting abstracts, Grantee shall com Fly by providing the m aluscript to the Departm ant not later than 12 months after the official date of publication. 5) G rantee is authorized to use grant m cney for publication costs, including fees charged by a publisher for color and page charges, or fees for digital distribution. Organization: Print Nam e&Title: Signature: Date: