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HomeMy WebLinkAboutAgreement A-24-274 Revenue Agreement with EDC.pdf 24-0075 Agreement No. 24-274 AGREEMENT BETWEEN THE ECONOMIC DEVELOPMENT CORPORATION AND THE COUNTY OF FRESNO This Agreement ("Agreement"), is made and entered into this 4th day of June 2024, by and between the County of Fresno, a political subdivision of the State of California ("County"), and The Economic Development Corporation Serving Fresno County ("EDC"), a public-private nonprofit organization serving Fresno County, whose address is 1060 Fulton Street, 4th Floor, Fresno, CA 93721. WHEREAS, the Economic Development Administration's Economic Adjustment Assistance Program (the "Program") is intended to enhance the collaborative effort between the County and EDC in the preparation of an updated digitally integrated Comprehensive Economic Development Strategy (CEDS). The CEDS is a strategy-driven plan for regional economic development designed to build capacity and guide economic prosperity and resilience of an area or region and benefits both EDC, the County, and the fourteen participating cities. WHEREAS, EDC is the key non-profit in Fresno County that focuses on the retention and expansion of businesses and jobs in the region. EDC has committed to developing the CEDS with the County in agreements A-21-350 and A-22-392, and taking the lead and providing all staffing and coordination necessary to complete the CEDS. WHEREAS, the County will contract with a consultant to help the County and EDC with the creation of a digitally integrated CEDS between the County and fourteen of the incorporated cities (excluding the City of Fresno). WHEREAS, EDC and COUNTY believe that implementation of the Program will further the goal of creating a Digitally Integrated CEDS, in compliance with all requirements of the Program, and in accordance with all applicable statutes, regulations, OMB circulars, and guidelines. WHEREAS, the County previously allocated County General funds to EDC for the creation of the Digitally Integrated CEDS, including $100,000 in 2021, and $50,000 in 2022. EDC pledged the $150,000 as match to the Program, including $120,000 towards consultant fees and $30,000 in EDC staff costs to develop the CEDS. WHEREAS, the County is committed to this effort, as its General Plan Policy ED-AA requires the CEDS to fulfill the Federal requirement set by the U.S. Economic Development Administration for Federal grant fund eligibility. WHEREAS, this Agreement will assist the County to complete the update of the CEDS and provide for reimbursement by EDC to County of a portion of the consultant costs to develop the CEDS. WHEREAS, EDC and County believe that this Agreement is in the best interests of all parties, will benefit the public, and the division of costs/allocation of funds is dictated by the Program award documents, and compensates the performing party for the services or functions under this Agreement. 1 The parties therefore agree as follows: Section 1. Scope of Agreement. The County agrees to administer the Consultant Agreement (as defined below) and complete all the necessary documents for the Program. EDC shall reimburse County up to $120,000.00 for the payment of consultant services provided by TIP Strategies, Inc. (Consultant), which Consultant costs the County incurs pursuant to the County's agreement with Consultant (Consultant Agreement). EDC shall also provide proof of$30,000 in EDC staff charges required as match to County with its reimbursement payments as described in Section 2, as reimbursement reports are submitted to the Economic Development Administration. Section 2. Invoice and Payments. The County shall invoice EDC for its share of the Consultant Agreement, up to $120,000.The County shall submit monthly invoices to EDC at 1060 Fulton Street, 4t" Floor, Fresno, CA 93721. EDC agrees to reimburse County within 45 days of receipt of invoice. If EDC fails to reimburse the funds in accordance with this Section 2, the parties agree a penalty of 2% may be accessed against EDC by the County, which EDC shall pay with the late reimbursement payment. Section 3. Term and Termination. The term of this Agreement shall begin on and shall end upon the completion of the digitally integrated CEDS. The County may terminate this Agreement by giving at least 30 days advance written notice to the EDC. Section 4. Independent Contractor. The parties are acting in an independent capacity. Each of the parties agrees that it, including any and all of its officers, agents, and/or employees, shall have absolutely no right to employment rights and benefits available to the other party's employees. Each party shall be solely liable and responsible for providing to, or on behalf of, its own officers, agents, and/or employees all legally and contractually required employee benefits. In addition, each party shall be solely responsible and save the other party harmless from all matters relating to payment of each party's employees, including, but not limited to, compliance with applicable social security withholding and all other regulations governing such matters. Further and without limitation, each party to this Agreement will be responsible for its own actions in providing services under this Agreement and shall not be liable for any civil liability that may arise from the furnishing of the services by the other party. Section 5. Indemnity. EDC shall indemnify and hold harmless and defend the County (including its officers, agents, employees, and volunteers) against all claims, demands, injuries, damages, costs, expenses (including attorney fees and costs), fines, penalties, and liabilities of any kind to the County, the EDC, or any third party that arise from or relate to the performance or failure to perform by the EDC (or any of its officers, agents, subcontractors, or employees) under this Agreement. The County may conduct or participate in its own defense without affecting the EDC's obligation to indemnify and hold harmless or defend the County. This Section 5 survives the termination or expiration of this Agreement. Section 6. 2 Governing Law. The laws of the State of California govern all matters arising from or related to this Agreement. Section 7. Jurisdiction and Venue. This Agreement is signed and performed in Fresno County, California. Contractor consents to California jurisdiction for actions arising from or related to this Agreement, and, subject to the Government Claims Act, all such actions must be brought and maintained in Fresno County. Section 8. No Third-Party Beneficiaries. This Agreement does not and is not intended to create any rights or obligations for any person or entity except for the parties. Section 9. Waiver. Payment, waiver, or discharge by the County of any liability or obligation of the EDC under this Agreement on any one or more occasions is not a waiver of performance of any continuing or other obligation of the EDC and does not prohibit enforcement by the County of any obligation on any other occasion. Section 10. Notices. Any and all notices between the parties provided for or permitted under this Agreement or by law shall be in writing, and shall be deemed duly served when personally delivered to each party, or in lieu of such personal service, when deposited in the United States Mail, postage prepaid, addressed to each party at the address provided on the signature page of this Agreement. For all claims arising from or related to this Agreement, nothing in this Agreement establishes, waives, or modifies any claims presentation requirements or procedures provided by law, including the Government Claims Act (Division 3.6 of Title 1 of the Government Code, beginning with section 810). Section 11. Inspection of Records. The EDC shall make available to the County, or auditors from the Program and the County or the auditor may examine at any time during business hours and as often as the County deems necessary, all of the EDC's records and data with respect to the matters covered by this Agreement, excluding attorney-client privileged communications. The EDC shall, upon request by the County, permit the County to audit and inspect all of such records and data to ensure the EDC's compliance with the terms of this Agreement, for a period of three years following the termination of this Agreement. Section 12. Severability. The provisions of this Agreement are severable. The invalidity, or unenforceability of any one provision in this Agreement shall not affect the other provisions. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party. Section 13. Construction. 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 3 in favor of or against any party, but rather by construing the terms in accordance with their generally accepted meaning. Section 14. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous agreements, negotiations, proposals, commitments, writing, advertisements, publications, and understandings of any nature whatsoever unless expressly included in this Agreement. Section 15. Electronic Signatures. 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 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. Section 16. Counterparts. This Agreement may be signed in counterparts, each of which is an original, and all of which together constitute this Agreement. Section 17. Signature Authority. Each party represents that it and the person signing on its behalf has full authority to execute and enter into this Agreement. 4 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in Fresno County, California as of the day and year first hereinabove written. EDC COUNTY OF FRESNO Will Oliver B Y Will Oliver, President Fresno County EDC f Nathan Magsig, Chairman of the Board of By. Nick Audino "�� Supervisors of the County of Fresno Nick Audino, Chairman Fresno County EDC Attest: Bernice E. Seidel Clerk of the Board of Supervisors County of Fresno, State of California By: Deputy 5