Sacramento City Council
February 7, 2023

City of Sacramento
City Council - 5PM Report
915 I Street Sacramento, CA 95814
www.cityofsacramento.org
File ID: 2022-02524 2/7/2023 Consent Item 14.

Grant Agreement with the California Mobility Center
File ID: 2022-02524
Location: Citywide
Recommendation: Pass a Motion authorizing the City Manager or City Manager’s designee to execute a grant agreement with the California Mobility Center for an amount not-to-exceed $1,000,000.

Contact: Sabrina Tefft, Development Project Manager, (916) 808-3789, [email protected], Denise Malvetti, Deputy Director, (916) 808-7064, [email protected], City Manager’s Office of Innovation and Economic Development
Presenter: None
Attachments:
1-Description/Analysis
2-Grant Agreement with California Mobility Center
Additional Description/Analysis
Issue Detail: The California Mobility Center (CMC) is a public-private collaborative, whose goal is to accelerate innovation and commercialization of new products, services, and technology in the clean mobility space. On September 22, 2020, the City provided a grant award in the amount of $1,468,046 to CMC through the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) Funding. The funding was used to implement a Workforce Pathways program to provide advanced manufacturing scale up training, retraining, internships, and transferrable and valued job skills to people who lost their jobs due to COVID-19 or had their jobs displaced because of COVID-19.

On February 15, 2022, the City Council adopted Resolution 2022-0062, which amended the Fiscal Year 2021/22 approved budget to, among other things, include a $1 million allocation to the California Mobility Center.

File ID: 2022-02524 2/7/2023 Consent Item 14.

The $1 million allocation is being made available to CMC in the form of a grant. The grant will allow CMC to expand its workforce development training for clean mobility and advanced manufacturing, purchase advanced-manufacturing machinery and equipment that is currently not available for training and project work in the region, and hire additional staff. With this investment, CMC will achieve the following outcomes: 1) host 10 technical projects each year, 2) attract 5 client companies to the region in the first year, 3) engage with one thousand potential trainees for the career pathways program focusing on underinvested communities, 4) train 150 Sacramento residents, and 5) place 105 Sacramento residents into jobs.

Policy Considerations: Investing in the CMC, in particular, its workforce training programs is in alignment with ScaleUp Sacramento: An Inclusive Economic Development Agenda which was adopted by Council in 2021. ScaleUp Sacramento identifies the Clean Economy and Future Mobility as economic clusters of opportunity in the Sacramento region.

Economic Impacts: An Economic Impact Report, commissioned by the CMC, shows that the CMC has the potential to create the following economic impacts to the Sacramento region over a five-year period: 1) $2.5B in economic impact, 2) create 5,200 direct jobs, and 3) result in $979.4M in labor income.

Environmental Considerations: California Environmental Quality Act (CEQA): The proposed action is not a project under CEQA because it relates to government fiscal activities that do not involve any commitment to a specific project which may result in a potentially significant physical impact on the environment. (CEQA Guidelines, §§15060(c)(3), 15378(b)(4)).

Sustainability: CMC’s primary goal is to accelerate innovation and commercialization of new products, services, and technology in the clean mobility space which aligns with the City’s focus on reducing greenhouse gas (GHG) emissions. The source of 56% of Sacramento’s GHG emissions is transportation so it is critical for the City to invest in partners who are innovating and testing solutions that will decrease the impact on our climate.

Commission/Committee Action: Not applicable.

Rationale for Recommendation: This staff report implements the Council action from February 15, 2022, to provide a grant in the amount of $1 million to the California Mobility Center, which allows it to expand its workforce development training, as well as to purchase advanced-manufacturing machinery and equipment.

The grant is designed to build and expand upon the work already undertaken by CMC for workforce training, that has been supported through CARES Act funding from the City and the California Workforce Development Board. The funding will focus on refining the program and expanding

File ID: 2022-02524 2/7/2023 Consent Item 14.
capabilities to service residents and students by purchasing the additional equipment that is demand by industry and not currently provided within the advanced manufacturing ecosystem in the greater Sacramento area.

Financial Considerations: Pursuant to Resolution No. 2022-0062, the City Council approved an allocation of $1 million for the California Mobility Center as part of the FY2021/22 Midyear Budget.

There is sufficient funding available in the FY22 Mayor/Council: Economic Development Priorities (I02180910) project (Fund 2401) to fund the grant agreement.

Local Business Enterprise (LBE): Not applicable.

1 Rev. 11-17-2022
Grant Agreement This grant agreement, dated January 31, 2023, for purposes of identification, is between the CITY OF SACRAMENTO, a California municipal corporation (the “City”), and CALIFORNIA MOBILITY CENTER, a California nonprofit public benefit corporation (the “Grantee”). Background The Grantee is a public-private partnership that was established to help future mobility early-stage companies at all phases of the innovation-to-commercialization lifecycle to rapidly progress beyond demonstration project and pilot programs. It connects mobility start-ups and industry leading members, helping innovators develop new technology, test products, access capital, launch and then go to scale. In addition to being an advanced prototyping, testing, and manufacturing facility, the Grantee also trains, educates, and develops the workforce talent needed for the mobility sector. The Grantee’s headquarters are located at Army Depot Park in Sacramento. On September 22, 2020, the City provided a grant award in the amount of $1,468,406 to the Grantee through the CARES Act funding. The funding was used to implement a Workforce Pathways program to provide advance manufacturing scale up training, retraining, internships, and transferrable and valued job skills to people that lost their jobs due to COVID-19 or had their jobs displaced because of COVID-19. The goal of the program was to provide the necessary training, skills, and resources for Sacramento residents to attain jobs or paid internships. The City desires to provide the Grantee with an additional $1,000,000 to expand its workforce development training for clean mobility and advanced manufacturing. The Grantee will use this additional funding to purchase advanced-manufacturing machinery and equipment that is currently not available for training and project work in the region and to hire additional staff. On February 15, 2022, the City Council adopted Resolution 2022-0062, which amended the Fiscal Year 2021/22 approved budget to, among other things, include a $1 million allocation to the Grantee. With these background facts in mind, the City and Grantee agree as follows: 1. Term. This agreement takes effect as described in section 10 and terminates no later thanMarch 31, 2028, subject to early termination under section 7.2. Disbursement of Funds. The City shall disburse to the Grantee a total sum not to exceed$1,000,000 in accordance with section 3 below. The funds disbursed by the City under thisagreement are referred to as “Grant funds.” In no instance will the City be liable for anypayments or costs in excess of this amount, for any unauthorized or ineligible costs, or forcosts incurred after December 31, 2023. 2 Rev. 11-17-2022

3. Manner of Disbursement. The City will make payments to the Grantee as follows: (a) Advance Payment. The City shall make an advance payment of $770,000 to the Grantee within 30 days after the effective date of this agreement. (b) Reimbursement. The City shall make payments not to exceed a total of $230,000 to the Grantee on a reimbursement basis as follows: On a monthly basis, the Grantee shall provide the City with a written report on the progress made on the Authorized Activities (in accordance with section 8(a)) and a properly documented invoice for reimbursement that must include a detailed accounting of costs already incurred in sufficient detail for the City, in its opinion, to substantiate the costs. At a minimum, the invoice must include the following information: (1) Project name; (2) City’s current purchase order number; (3) Grantee’s invoice number; (4) Date of invoice issuance; (5) City representative identified on the purchase order; (6) Grantee’s remit address; (7) Summary of items billed under invoice; (8) Amount of invoice; and (9) Total billed to date under agreement (if applicable). The City will notify the Grantee within fifteen business days following receipt of its invoice and report of any circumstances or data identified by the City that would cause withholding of approval and subsequent payment. The City may request any additional documentation it determines is needed to substantiate any request for reimbursement. The City reserves the right to withhold payment of unauthorized amounts. The City shall remit payment to Grantee within a reasonable time after invoice approval. (c) Final Payment. (1) Except as provided in section 3(c)(2), below, as a condition of receiving final payment under section 3(b), above, the Grantee shall provide the City with (i) all of the documents described in section 3(b), above, covering the period since the Grantee last submitted a monthly payment request, and (ii) the closeout report required under section 8(h), below. The City may request any additional documentation it determines is needed to substantiate any request for reimbursement or that is needed to complete the closeout report. The City reserves the right to withhold payment of unauthorized amounts. The City shall remit payment to Grantee within a reasonable time after invoice and closeout report approval. (2) The Grantee is not required to provide the closeout report under section 8(h), below, as a condition of receiving final payment if the Grantee has not expended all Grant funds that it received under section 3(a), above, at the time it submits its request for final payment. If the Grantee has not expended all Grant funds that it received under section 3(a), above, at the time it submits its request for final 3 Rev. 11-17-2022
payment, the Grantee shall provide the closeout report (i) no later than 45 days after its last expenditure of Grant Funds, or (ii) December 31, 2023, whichever is earlier. 4. Authorized Uses. The following terms apply to the Grantee’s activities and expenditures related to this agreement: (a) The Grantee may expend Grant funds solely to, and seek reimbursement solely for costsit incurs that are necessary to, carry out the activities listed in attachment 1 (“Authorized Activities”) in accordance with the budget listed in attachment 2 (“Approved Budget”). If a term included in attachment 1 is stated as an obligation, then the Grantee is obligated to perform the term under this agreement. (b) The Grantee may expend Grant funds only during the period between the effective date of this agreement and December 31, 2023. No later than January 31, 2024, the Grantee shall return all unexpended Grant funds to the City by check payable to the City and delivered to the City at the address shown in section 9. (c) The Grantee may seek reimbursement solely for eligible costs that it incurs between the effective date of this agreement and December 31, 2023. If Grantee receives a refund or credit for any cost for which it received a payment of Grant funds, Grantee shall return Grant funds in an amount equal to the refund or credit to the City by check payable to the City and delivered to the City at the address shown in section 9 no later than 10 days following receipt of such refund or credit, unless otherwise agreed to, in writing, by the City. (d) Any costs that are determined by subsequent audit to be unallowable are subject to repayment by the Grantee to the City within 60 days unless the City approves in writing an alternative repayment plan. (e) The Grantee shall not use the Grant funds to supplant funding provided by the City to the Grantee under any other agreement. The Grantee shall include a term in every grant subaward agreement and contract that prohibits the subrecipient or contractor from using the Grant funds to supplant funding provided by the City directly or indirectly to the subrecipient or contractor. (f) If the Grantee has received other grant funds from the City or any other government entity, the Grantee shall not use the Grant funds awarded pursuant to this agreement to pay for direct or indirect costs already covered by the other grant funds. (g) The Grantee shall keep all advance payments of Grant funds that it receives under section 3(a), above, separate from all other funds under its control. 5. Books and Records. During the term of this agreement and for five years after the termination or expiration of this agreement, the Grantee shall keep appropriate books, 4 Rev. 11-17-2022
records, and accounts in connection with the Grant funds and activities performed under this agreement and is subject to the following: (a) The Grantee shall maintain all records related to this agreement in accordance with generally accepted accounting practices, including the following records: (i) general ledger and subsidiary ledgers used to account for the receipt of the Grant funds and the disbursements of the Grant funds to meet eligible expenses; (ii) budget records for all fiscal years covered by this agreement; (iii) payroll, time records, human resource records to support costs incurred for payroll expenses related to this agreement; (iv) receipts of purchases made related to this agreement; (v) contracts and subcontracts entered into using Grant funds and all documents related to such contracts; (vi) grant subaward agreements entered into using Grant funds and all documents related to such awards; (vii) all documentation of reports, audits, and other monitoring of contractors, subcontractors, the Grantee, and subrecipients; (viii) all documentation supporting the performance outcomes of contracts, subcontracts, grant subaward agreements, and this agreement; (ix) all internal and external email/electronic communications related to use of the Grant funds; (x) all investigative files and inquiry reports involving payment of the Grant funds; and (ix) all documentation demonstrating that Grantee has used the Equipment as required by this agreement. (b) The Grantee shall make its books, records, and accounts (both those that relate to this agreement and those that do not), employees, performance-related records, property, and equipment related to this agreement available to the City’s Accounting Manager (the “Accounting Manager”), the City Auditor, and any independent auditor at all reasonable times so that the Accounting Manager, City Auditor, or an independent auditor may determine whether the Grantee has complied with this agreement. If the City requests, the Grantee shall obtain and provide to the City, at the Grantee’s sole cost, an independent financial audit of the Grantee’s use of the Grant funds. (c) Upon demand by the City, given in accordance with section 9, the Grantee shall reimburse the City (i) for all Grant funds that the Accounting Manager, City Auditor, or an independent auditor determines were expended for activities other than Authorized Activities in accordance with this agreement, or (ii) as provided in section 1.(c) of attachment 1, with reimbursement to be by check payable to the City and delivered to the City at the address shown in section 9. 6. Supervision or Discipline of Minors. The Grantee shall not employ a person, whether as an employee, contractor, or volunteer, in a position with supervisory or disciplinary authority over a minor in connection with this agreement if the person has been convicted of an offense identified in California Public Resources Code section 5164, subdivision (a)(2). To give effect to this section, the Grantee shall conduct a criminal background check on each person it employs in a position with supervisory or disciplinary authority over a minor. 7. Termination. The City may terminate this agreement if the City Manager determines that:
5 Rev. 11-17-2022
(a) The Grantee has failed to perform, or has performed unsatisfactorily, any term of this agreement, including failing to use the Grant funds solely for Authorized Activities or failing to use the Equipment as required by this agreement; (b) The Grantee has made (with or without knowledge) any material misrepresentation of any nature with respect to any information or statements furnished to City in connection with this agreement; or (c) There is pending litigation with respect to the performance by Grantee of any of its duties or obligations under this agreement that may materially jeopardize or adversely affect the undertaking of or the carrying out of the Authorized Activities. 8. Pass-through Entity and Subrecipient Requirements. In connection with its activities and expenditures related to this agreement, the Grantee shall do the following: (a) The Grantee shall comply with the provisions of title 24, Code of Federal Regulations, Part 24, relating to the employment, engagement of services, awarding of contracts, or funding of any contractors or subcontractors during any period of debarment, suspension, or placement in ineligibility status; (b) The Grantee shall enter into a written grant subaward agreement for each subaward of Grant funds that the Grantee makes to a subrecipient; (c) The Grantee shall enter into a written contract when it purchases goods or services using Grant funds; (d) The Grantee shall ensure that each written grant subaward agreement for a subaward of Grant funds imposes on the subrecipient all the obligations that this agreement imposes on the Grantee; (e) On a quarterly basis, until January 31, 2024, or 30 days after all grant funds have been disbursed under this agreement, whichever occurs first, the Grantee shall provide the City with a written report on the progress made on the Authorized Activities. This monthly report must include all the following: (i) a narrative explanation of the Grantee’s progress toward all goals set forth in the Authorized Activities; (ii) an itemized list of all expenditures of Grant funds to date, including the amount of any subaward and the name of each subaward recipient and the names of any contractors paid with Grant funds and the amount paid; and (iii) any other information the City may request to demonstrate that the Grant funds are being used solely for Authorized Activities and in accordance with this agreement and all applicable laws; (f) On an annual basis beginning on January 31 after the last quarterly report is due under section 8(e), above, the Grantee shall provide the City with a written report that includes a narrative of the Grantee’s progress toward all goals as set forth in section 3(b)-(g) of attachment 1; 6 Rev. 11-17-2022
(g) Upon the request of the City, the Grantee shall provide the City with an annual recoveryplan performance report that provides information on how the Grantee is planning toensure project outcomes are achieved in an effective, efficient, and equitable manner,and the Grantee’s progress on key performance indicators determined by the City (eachsuch report, a “Report”). If the City requests a Report, the Grantee shall deliver theReport to the City no later than July 15 of each year; and(h) The Grantee shall provide the City with a closeout report that includes all the following:(i) an itemized list of all expenditures of Grant funds; (ii) the name of each subrecipientof Grant funds; (iii) the name of each contractor who is paid with Grant funds; (iv) theamount of each subaward of Grant funds; (v) the amount of each contract for thepurchase of goods or services that is paid for in whole or in part with Grant funds; (vi) acopy of each grant subaward agreement between the Grantee and a subrecipient for asubaward of Grant funds; (vii) a copy of each contract for the purchase of goods orservices that is paid for in whole or in part with Grant funds; (viii) all informationrequired to be reported under attachment 1; and (ix) any other information that the Citymay request to demonstrate that the Grant funds were used solely for AuthorizedActivities in accordance with this agreement. The Grantee shall include with the report acertification that it used the Grant funds solely for Authorized Activities in accordancewith the terms of this agreement.9. Notices. Any notice, request, report, or demand under this agreement must be in writingand will be considered properly given and effective only when mailed or delivered in themanner provided by this section 9 to the persons identified below or their successors. Amailed notice, application, request, report, or demand will be effective or will be consideredto have been given on the third calendar day after it is deposited in the United States Mail(certified mail and return receipt requested), addressed as set forth below, with postageprepaid. A notice, application, request, report, or demand sent in any other manner will beeffective or will be considered properly given when actually delivered. Any party maychange its address for these purposes by giving written notice of the change to the otherparty in the manner provided in this section.If to the City: City of Sacramento Office of the City Manager 915 I Street, Floor Sacramento, California 95814 Attention: Sabrina Tefft 7 If to the Grantee:California Mobility Center 6000 J Street, Mail Stop 6143 Sacramento, CA 95819 Attention: Neal Best, Chief Operating Officer 10. Effective Date. This agreement is effective on the date that all parties have signed it,as indicated by the dates in the signature blocks below.11. Indemnity. The Grantee shall defend, hold harmless and indemnify the City, itsofficers and employees, and each and every one of them, from and against any andall actions, damages, costs, liabilities, claims, demands, losses, judgments, penalties,costs and expenses of every type and description, including, but not limited to, anyfees and/or costs reasonably incurred by the City’s staff attorneys or outsideattorneys and any fees and expenses incurred in enforcing this provision(collectively, “Liabilities”), including Liabilities arising from personal injury or death,damage to personal, real or intellectual property or the environment, contractual orother economic damages, or regulatory penalties, arising out of or in any wayrelated to this agreement, whether or not (i) such Liabilities are caused in part by aparty indemnified hereunder or (ii) such Liabilities are litigated, settled or reduced tojudgment, except that the foregoing indemnity does not apply to liability for anydamage or expense for death or bodily injury to persons or damage to property tothe extent arising from the sole negligence or willful misconduct of the City, itsagents, servants, or independent contractors who are directly responsible to City,except when such agents, servants, or independent contractors are under the directsupervision and control of the Grantee.12. Insurance. During the term of this agreement, the Grantee shall maintain insurancecoverage as follows:(a) Commercial General Liability Insurance providing coverage at least as broad asISO CGL Form 00 01 on an occurrence basis for bodily injury, including death, ofone or more persons, property damage, and personal injury, arising out ofactivities performed by or on behalf of the Grantee, its subcontractors, productsand completed operations of Grantee, its subcontractors, and premises owned,leased, or used by the Grantee, its subcontractors, with limits of not less thanone million dollars ($1,000,000) per occurrence. The policy must providecontractual liability and products and completed operations coverage for theterm of the policy. The policy must not include an exclusion for sexual abuse,physical abuse, or molestation. 8 (b) The minimum limits of insurance required by section 12(a) may be satisfied by acombination of primary and umbrella or excess insurance coverage; providedthat any umbrella or excess insurance must contain, or be endorsed to contain, aprovision that it applies on a primary basis for the benefit of the City, and anyinsurance or self-insurance maintained by the City, its officials, employees, orvolunteers is in excess of such umbrella or excess coverage and does notcontribute with it.(c) The City, its officials, employees, and volunteers must be covered by policy termsor endorsement as additional insureds as respects general liability arising out of:activities performed by or on behalf of Grantee and its subcontractors; productsand completed operations of Grantee and its subcontractors; and premisesowned, leased, or used by Grantee and its subcontractors.(d) The policies must contain, or be endorsed to contain, the following provisions:(1) Grantee’s insurance coverage, including excess insurance, is primaryinsurance as respects the City, its officials, employees, and volunteers. Anyinsurance or self-insurance maintained by the City, its officials, employees, orvolunteers is in excess of Grantee’s insurance and does not contribute withit.(2) Any failure to comply with reporting provisions of the policies does not affectcoverage provided to the City, its officials, employees, or volunteers.(3) Coverage must state that Grantee’s insurance applies separately to eachinsured against whom claim is made or suit is brought, except with respect tothe limits of the insurer’s liability.(e) The Grantee shall provide the City with 30 days’ written notice of cancellation ormaterial change in the policy language or terms.(f) Insurance must be placed with insurers with a Bests’ rating of not less than A:VI.Self-insured retentions, policy terms, or other variations that do not comply withthe requirements of this section 12 must be declared to and approved by theCity in writing prior to execution of this agreement.(g) The Grantee shall furnish the City with certificates evidencing the insurancerequired. The certificates must be forwarded to the City representative namedin section 9. Copies of policies must be delivered to the City on demand.Certificates of insurance must be signed by an authorized representative of theinsurance carrier. 9 (h) For all insurance policy renewals during the term of this agreement, the Granteeshall send insurance certificates reflecting the policy renewals directly to:City of Sacramentoc/o EXIGIS LLCP.O. Box 947Murrieta, CA 92564Insurance certificates also may be faxed to (888) 355-3599, or e-mailed to:[email protected](i) The City may withdraw its offer of contract or terminate this agreement if thecertificates of insurance required have not been provided prior to execution ofthis agreement. The City may withhold payments to the Grantee or terminatethe agreement if the insurance is canceled or the Grantee otherwise ceases to beinsured as required by this section 12.(j) Any available insurance proceeds in excess of the specified minimum limits andcoverages must be made available to the City.(k) The Grantee’s liability to the City is not in any way be limited to or affected bythe amount of insurance coverage required or carried by the Grantee inconnection with this agreement.13. Conflicts of Interest. The Grantee, its officers, directors, employees, agents, andsubcontractors shall not have or acquire any interest, directly or indirectly, thatcreates an actual or apparent conflict with the interests of the City or that in anyway hinders the Grantee’s performance under this agreement.14. Security Agreement. To secure the Grantee’s obligation to use the Equipmentidentified in section 1(a)(1) – (3) of attachment 1 (that Equipment, the “Collateral”)as provided in this agreement, the Grantee shall enter into a purchase-moneysecurity agreement (the “Purchase-Money Security Agreement”) with the City toprovide the City with a continuing security interest in the Collateral. The Purchase-Money Security Agreement will be in the form attached as attachment 3 andprovides that the Collateral will serve as collateral to secure the Grantee’s obligationto use the Equipment as required by this agreement. 10 15. Miscellaneous.(a)Assignment. The Grantee may not assign or otherwise transfer this agreement orany interest in it without the City’s written consent, which the City may grant ordeny in its sole discretion. An assignment or other transfer made contrary to thissection 15(a) is void.(b)Successors and Assigns. This agreement binds and inures to the benefit of thesuccessors and assigns of the parties. This section 15(b) does not constitute theCity’s consent to any assignment of this agreement or any interest in thisagreement.(c)Interpretation. This agreement is to be interpreted and applied in accordancewith California law. Attachments 1 – 3 are part of this agreement.(d)Waiver of Breach. A party’s failure to insist on strict performance of thisagreement or to exercise any right or remedy upon the other party’s breach ofthis agreement will not constitute a waiver of the performance, right, or remedy.A party’s waiver of the other party’s breach of any term or provision in thisagreement is not a continuing waiver or a waiver of any subsequent breach ofthe same or any other term or provision. A waiver is binding only if set forth inwriting and signed by the waiving party.(e)Severability. If a court with jurisdiction rules that any nonmaterial part of thisagreement is invalid, unenforceable, or contrary to law or public policy, then therest of this agreement remains valid and fully enforceable.(f)Counterparts. The parties may sign this agreement in counterparts, each ofwhich is considered an original, but all of which constitute the same agreement.Facsimiles, pdfs, and photocopies of signature pages of the agreement have thesame binding effect as originals.(g)Electronic signatures. The parties agree that this agreement may beelectronically signed. The parties agree that the electronic signatures appearingon this agreement are the same as handwritten signatures for all purposes.(h)Time of Essence. Time is of the essence in performing this agreement.(i)Compliance with all Laws, Requirements, and Orders. The Grantee shall complywith all applicable laws, regulations, orders of public officials, and requirementsin connection with this agreement, including all non-discrimination and equalopportunity laws to ensure that the Grantee does not deny benefits or services 11 or otherwise discriminate on the basis of race, color, national origin (including limited English proficiency), disability, age, or sex (including sexual orientation and gender identity). (j)Authority to Sign. The person signing this agreement on the Grantee's behalfrepresents that he or she is authorized to do so and that no further actionbeyond his or her signature is required to bind the Grantee to this agreement.City shall have no obligations whatsoever under this agreement, unless and untilthis agreement is executed by the City Manager or the City Manager’sauthorized designee.(k)Tax Implications and Consequences. The City makes no representations as to thetax consequences associated with the disbursement of Grant funds related tothis agreement, and any determination related to this issue is the soleresponsibility of the Grantee. The Grantee acknowledges consulting with its owntax advisors or tax attorneys regarding this transaction or having had anopportunity to do so prior to signing this agreement. The Grantee acknowledgesthe City cannot provide advice regarding the tax consequences or implications ofthe Grant funds disbursed to the Grantee under the terms of this agreement.(l)Integration and Modification. This agreement sets forth the parties’ entireunderstanding regarding the matters set forth above and is intended to be theirfinal, complete, and exclusive expression of those matters. It supersedes allprior or contemporaneous agreements, representations, and negotiations—written, oral, express, or implied—and may be modified only by another writtenagreement signed by both parties.(Signature Page Follows) 12 CITY OF SACRAMENTO, a California municipal corporation By: ____________________________ Michael Jasso, Assistant City Manager Dated: _______________, 202 Attest Sacramento City Clerk By: ____________________________ Deputy City Clerk Approved as to Form Sacramento City Attorney By: ____________________________ Michael Sparks, Senior Deputy City Attorney CALIFORNIA MOBILITY CENTER, a California nonprofit public benefit corporation By: ____________________________ Neal Best, Chief Operating Officer Dated: ________________, 202 13 Attachment 1 Authorized Activities 1. The Grantee shall use the Grant funds solely for the following:(a) The Grantee shall purchase the following advanced-manufacturing machineryand equipment (individually and collectively, the “Equipment”) to provideinfrastructure for prototyping, small-batch manufacturing, and project-basedworkforce development projects along the zero-emission vehicle (ZEV)technology commercialization chain:(1) 5 Axis CNC Mill;(2) Laser Cutter;(3) Nylon 3D Printer;(4) Equipment Tooling and Accessories – includes all miscellaneous equipmentneeded to support the equipment in 1.(a)(1) – (3), above; and(5) Equipment Commissioning - Miscellaneous wiring, fasteners, conduit, etc.needed to install and power up the equipment in 1.(a)(1) – (3), above.(b) The Grantee shall hire people for the following two positions to expand theWorkforce Pathways program (the “Program”) through operational support forworkforce programming:(1) Foreman and Project Manager; and(2) Technician and Technical Intern Coach.(c) The Grantee shall use the Equipment for the Program and for protyping andsmall-batch manufacturing until December 31, 2027. Grantee shall use theEquipment for the purposes for which the grant was made and shall make noother use or sale or other disposition of the Equipment before December 31,2027. If the Grantee uses any of the Equipment for a use that is not permittedunder this agreement, or if the Grantee sells or otherwise disposes of any ofthe Equipment, then at the City’s sole discretion, the Grantee shall reimbursethe City an amount equal to (1) the amount of the Grant funds used topurchase the Equipment, (2) the fair market value of the Equipment, or (3) theproceeds from the sale or other disposition of the Equipment, whichever isgreater. 14 2. The Grantee shall attempt to achieve the following outcomes:(a) Host ten additional technical projects per year in the Ramp Up Factory (RUF)with the goals of:(1) Attracting five client companies to have an operating presence in theSacramento region by December 31, 2023;(2) Securing ten companies to sponsor and execute experiential learningprojects by December 31, 2023; and(3) Screening an additional 1,000 people from disadvantaged communities, witha focus on gender, race, immigrant, ex-offenders, and low-income equity, forthe Program, with the goal of training 150 of these people and placing 105 ofthem jobs.3. The Grantee shall document and report the following information for the period thatbegins on the effective date of this agreement and ends on December 31, 2027 toassist the City in measuring the effectiveness of the City’s investment of Grant fundsand the Grantee’s performance under this agreement:(a) Number of people the Grantee engages with to screen for the Program;(b) Number of people participating in the Program;(c) Demographic information from Program participants;(d) Number of participants completing the Program;(e) Number of Program participants placed in jobs and internships (must alsoprovide the name of the companies and positions for job placements andinternships);(f) Number and description of technical projects per year in the Ramp Up Factory(description must also include project partners);(g) Number and names of new client companies who establish an operatingpresence in Sacramento region;(h) Number and names of companies secured to sponsor and execute experientiallearning projects; and 15 (i) Description of the employment of operational support for workforceprogramming supported with funding under this agreement. 16 Attachment 2 Budget Narrative and Budget Table Purpose: The purpose of the Budget Narrative is to provide support and an explanation for the amounts requested in the Budget Table (itemized cost list). Cost Categories: A. Direct Costs, including:Salaries and Benefits: $230,000Foreman/Project Manager: $150,000—this position will beresponsible for the production and co-development of ZEVsand similar technology work with customers, lead equipmentoperations, repair and maintenance and provide project andfacility leadership and mentoring to technicians and interns.Technician/Technical Intern Coach: $80,000—this position willsupport the Foreman with client project implementation andfacility and equipment maintenance, inspect, analyze andtroubleshoot systems and equipment, lead technical trainingfor clients and staff, as well as write reports, safety regulations,and preventative maintenance plans.Equipment/Fixed Assets: $770,000—will cover expenses related to thepurchase and acquisition of new equipment and machinery.Budget Table (Itemized Cost List) Cost Categories* A. GrantFundsB. Cash Match(if any)C. In-KindMatch (if any)D.Total (A+B+C) 1. Salaries and Benefits $230,000 $0 $0 $230,000 2. Supplies $0 $0 $0 $0 3. Non-professional Services $0 $0 $0 $0 4. Professional Services$0 $0 $0 $0 17 *Within each cost category in blue, expenses should be itemized in sufficient detail toallow the City to determine the allocability and reasonableness of the expense (e.g.,salary and benefits should be listed for each position, and sub-awards should beitemized).**Indirect costs cannot total more than 10% of the total direct costs, unless the Grantee has an established Negotiated Indirect Cost Rate with a federal agency.

5. Sub-awards to Partners$0 $0 $0 $0 6. Marketing Expenses$0 $0 $0 $07. Equipment/Fixed Assets $0 $0 $0 5 Axis CNC Mill $147,069.90 $147,069.90 Laser Cutter$341,850.00 $341,850.00Nylon 3D Printer $43,743.00 $43,743.00 Equipment Tooling & Accessories 187,337.10 187,337.10 Equipment Commissioning - Miscellaneous wiring, fasteners, conduit, etc. needed to install and power up the equipment $50,000 $50,000 8. Program Evaluation $0 $0 $0 $0 9. Other Direct Costs $0 $0 $0 $0 DIRECT COST SUBTOTAL $1,000,000$0 $0 $0 10. Indirect Costs** $0 $0 $0 $0 TOTAL (Direct Cost Subtotal + Indirect Costs) $1,000,000$0 $0 $1,000,000 18 Attachment 3 Purchase-Money Security Agreement Purchase-Money Security Agreement This purchase-money security agreement, dated, for purposes of identification, is between the CITY OF SACRAMENTO, a California municipal corporation (“Secured Party”), and CALIFORNIA MOBILITY CENTER, a California nonprofit public benefit corporation (“Debtor”). Background Secured Party and Debtor are entering into this agreement concurrently with a grant agreement, dated, under which Secured Party is providing Debtor with up to $770,000 in grant funds to purchase the Equipment (the “Grant Agreement”). Of the $770,000, Debtor is obligated to use $532,662.90 to purchase the Equipment identified in section 1(a)(1) – (3) of attachment 1 of the Grant Agreement, the 5 Axis CNC Mill, Laser Cutter, and Nylon 3D Printer, respectively, which is referred to collectively as the “Collateral.” As a condition of entering into the Grant Agreement, Secured Party has required Debtor to provide a continuing security interest in the Collateral to secure Debtor’s obligation to use the Collateral as required by the Grant Agreement, and Debtor has agreed to do so in accordance with this agreement. With these background facts in mind, the parties agree as follows: 1. Purchase-Money Security Agreement. This agreement is the “Purchase-MoneySecurity Agreement” identified in the grant agreement between Secured Party andDebtor dated [date] (the “Grant Agreement”), as the Grant Agreement may beamended from time to time. All capitalized terms used in this agreement, but notexpressly defined in this agreement, have the meanings ascribed to them in theGrant Agreement. All other terms used in this agreement that are defined in theCalifornia Commercial Code have the meanings ascribed to them in the CaliforniaCommercial Code. This agreement is subject to the terms of the Grant Agreement;however, in the event of a conflict between the terms of this agreement and theGrant Agreement, the terms of this agreement will prevail.2. Security Interest.(a) To secure the Grant Agreement and to secure Debtor’s obligation to use theCollateral as required by the Grant Agreement, Debtor hereby grants to Secured 19 Party a continuing security interest in all of Debtor’s interest in: (i) the Collateral, wherever it is located and whether Debtor owns it now or acquires it after the effective date of this agreement, to the extent Debtor uses Grant funds to purchase the Collateral; and (ii) all proceeds, increases, substitutions, replacements, additions, and accessions to the Collateral and to any part of the Collateral. This provision does not mean that Debtor is authorized to sell, lease, or dispose of the Collateral without the prior written consent of Secured Party. (b) The security interest is granted as security only and does not subject or transferto Secured Party, or in any way affect or modify, any obligation or liability ofDebtor in any way related to the Collateral.3. Debtor’s Representations. Debtor represents that:(a) The Collateral is to be used in business other than farming operations;(b) No financing statement covering the Collateral or any part of it or any proceedsof it is on file in any public office;(c) Debtor’s chief place of business is, and the Collateral will be kept at, [address];(d) Debtor is a corporation duly organized, validly existing and in good standingunder the laws of California;(e) Debtor has (i) the corporate power and authority and the legal right to executeand deliver, to perform its obligations under, and to grant the security interest inthe Collateral under, this Agreement; and (ii) taken all necessary corporateaction to authorize the execution, delivery, and performance of, and grant of thesecurity interests in the Collateral under, this agreement.(f) This agreement constitutes a legal, valid, and binding obligation of Debtorenforceable in accordance with its terms, except as enforceability may be limitedby bankruptcy, insolvency, reorganization, moratorium or similar laws affectingthe enforcement of creditors’ rights generally and by the availability of equitableremedies;(g) The execution, delivery, and performance of this agreement will not violate anyprovision of any law or contractual obligation of Debtor;() No consent or authorization of, filing with any arbitrator or governmental unitand no consent of a third party (including, without limitation, any stockholder orcreditor of Debtor), is required in connection with the execution, delivery, 20 performance, validity or enforceability against Debtor of this Agreement, except filings under the California Commercial Code;() No material litigation, investigation, or proceeding of or before any arbitrator orgovernmental unit is pending or, to the knowledge of Debtor after due inquiry,threatened by or against Debtor or against any of its properties or revenues withrespect to this agreement;() Debtor has not performed any acts that would prevent or hinder Secured Partyfrom enforcing any of the terms of this agreement. No financing statement,mortgage, security agreement or similar or equivalent document or instrumentcovering all or any part of the Collateral is on file or of record in any jurisdiction.4. Title. Except for the security interest granted by this agreement, Debtor has full titleto the Collateral free from any lien, security interest, encumbrance, or claim, andDebtor, at Debtor's cost and expense, will defend any action that may affect SecuredParty's security interest in, or Debtor's title to, the Collateral.5. Financing Statement. Secured Party may file a financing statement covering theCollateral. At Secured Party's request, Debtor shall join in executing the financingstatement in a form satisfactory to Secured Party and will further execute all otherinstruments deemed necessary by Secured Party. Except for the financing statementto be executed in connection with this agreement, Debtor shall not cause or permitany financing statement covering the Collateral to be filed in any public office untilthis agreement and all obligations secured by it have been fully satisfied.6. Sale, Lease, or Disposition of Collateral. Debtor shall not sell, contract to sell, lease,encumber, or dispose of the Collateral or any interest in it without the writtenconsent of Secured Party until this agreement and all obligations secured by it havebeen fully satisfied.7. Taxes and Assessments. Debtor shall pay promptly when due all taxes andassessments on the Collateral, or any part of the Collateral, or for its use andoperation.8.Location and Identification. Debtor shall keep the Collateral separate andidentifiable and at the address shown in Section 3, and shall not remove theCollateral from that address without Secured Party's written consent, for as long asthis agreement remains in effect.9. Insurance.(a) During the term of this agreement, Debtor shall maintain with an insurer with aBests’ rating of not less than A:VI business personal property insurance covering 21 the Collateral against all risks of loss, at full replacement cost with no coinsurance penalty provision. The policy must contain, or be endorsed to contain, a provision that names Secured Party as a loss payee. (b) Debtor shall furnish Secured Party with certificates evidencing the insurancerequired. The certificates must be forwarded to Secured Party’s representativenamed in section 17. Copies of policies must be delivered to Secured Party ondemand. Certificates of insurance must be signed by an authorizedrepresentative of the insurance carrier.10. Indemnity.Debtor shall defend, hold harmless and indemnify Secured Party, itsofficers and employees, and each and every one of them, from and against any andall actions, damages, costs, liabilities, claims, demands, losses, judgments, penalties,costs and expenses of every type and description, including, but not limited to, anyfees and/or costs reasonably incurred by Secured Party’s staff attorneys or outsideattorneys and any fees and expenses incurred in enforcing this provision(collectively, “Liabilities”), including Liabilities arising from personal injury or death,damage to personal, real or intellectual property or the environment, contractual orother economic damages, or regulatory penalties, arising out of or in any wayrelated to this agreement, whether or not (i) such Liabilities are caused in part by aparty indemnified hereunder or (ii) such Liabilities are litigated, settled or reduced tojudgment, except that the foregoing indemnity does not apply to liability for anydamage or expense for death or bodily injury to persons or damage to property tothe extent arising from the sole negligence or willful misconduct of Secured Party, itsagents, servants, or independent contractors who are directly responsible toSecured Party, except when such agents, servants, or independent contractors areunder the direct supervision and control of Debtor.11. Reimbursement of Expenses. Secured Party may discharge taxes, liens, interest, orperform or cause to be performed for and on behalf of Debtor any actions andconditions, obligations, or covenants that Debtor has failed or refused to perform. Inaddition, Secured Party may pay for the repair, maintenance, and preservation ofthe Collateral. Secured Party also may enter the premises where the Collateral orany part of it is located and cause to be performed as agent and on the account ofDebtor any acts that Secured Party deems necessary for the proper repair ormaintenance of the Collateral or any part of it. All sums expended by Secured Partyunder this Section 11, including agent's fees, or commissions, or any other costs orexpenses, will bear interest from the date of payment at the rate of five percent perannum on the basis of a 365-day year based upon the actual days elapsed, will bepayable no later than December 31, 2027, will be payable at Secured Party’s addressin section 17, and will be secured by this Security Agreement. 22 12. Performance of Obligations. Debtor shall use the Collateral as required by the GrantAgreement. Upon Debtor’s performance of all obligations regarding the Collateralunder the Grant Agreement, this agreement will terminate, and Secured Party'ssecurity interest in the Collateral, as set forth in this agreement, will terminate.13. Change of Place of Business. Debtor shall promptly notify Secured Party of anychange of Debtor's chief place of business or place where records concerning theCollateral are kept.14. Attorney-in-Fact. Debtor hereby appoints Secured Party as Debtor's attorney-in-factto do any act that Debtor is obligated by this Security Agreement to do, to exerciseall rights of Debtor in the Collateral, to make collections, to execute all papers andinstruments, and to do all other things necessary to preserve and protect theCollateral, to make collections, and to protect Secured Party's security interest in theCollateral.15. Event of Default. Debtor will be in default under this agreement on the occurrenceof any of the following events or conditions (“Event of Default”):(a) Default in the performance of the terms of the Grant Agreement related to theCollateral;(b) Any representation made or furnished to Secured Party by or on behalf of theDebtor proves to have been false in any material respect when made orfurnished;(c) Loss, theft, substantial damage, destruction, sale, or encumbrance to or of any ofthe Collateral, or the making of any levy, seizure, or attachment of or on theCollateral;(e) Any time Secured Party reasonably believes that the prospect of payment of anyindebtedness secured by this agreement or the performance of this agreement isimpaired; or,(f) Dissolution, termination of existence, insolvency, business failure, appointmentof a receiver for any part of the Collateral, assignment for the benefit ofcreditors, or the commencement of any proceeding under any bankruptcy orinsolvency law by or against Debtor or any guarantor or surety for Debtor.16. Remedies. On the occurrence of any Event of Default, and at any later time, SecuredParty may declare all obligations secured due and payable immediately and mayproceed to enforce payment and exercise any and all of the rights and remedies 23 provided by the California Commercial Code as well as other rights and remedies either at law or in equity possessed by Secured Party. Secured Party may require Debtor to assemble the Collateral and make it available to Secured Party at any place to be designated by Secured Party that is reasonably convenient to both parties. Unless the Collateral is perishable, threatens to decline speedily in value, or is of a type customarily sold on a recognized market, Secured Party will give Debtor reasonable notice of the time and place of any public sale or of the time after which any private sale or any other intended disposition of the Collateral is to be made. The requirements of reasonable notice will be met if the notice is given according to the requirements of Section 17 at least 10 days before the time of the sale or disposition. 17. Notices. Any notice or other communication under this agreement must be in writing and isconsidered properly given and effective only when mailed or delivered in the mannerprovided by this Section 17 to the persons identified below. A notice or othercommunication that is mailed is effective or considered to have been given on the third dayafter it is deposited in the U.S. Mail (certified mail and return receipt requested), addressedas set forth below, with postage prepaid. A notice or other communication sent in anyother manner is effective or considered properly given when actually delivered. A party maychange its address for these purposes by giving written notice of the change to the otherparty in the manner provided in this Section 17.If to Secured Party: City of Sacramento Office of the City Manager 915 I Street, Floor Sacramento, California 95814 Attention: Sabrina Tefft If to Debtor: California Mobility Center 6000 J Street, Mail Stop 6143 Sacramento, CA 95819 Attention: Neal Best, Chief Operating Officer 18. Assignments. Debtor shall not assign or otherwise transfer this agreement or any interestin it without Secured Party’s prior written consent, which Secured Party may withhold in itssole discretion. An assignment or other transfer made contrary to this Section 18 is void.19. Severability. If a court with jurisdiction rules that any nonmaterial part of this agreement isinvalid, unenforceable, or contrary to law or public policy, then the rest of this agreementremains valid and fully enforceable.20. Waiver. Secured Party’s failure to insist on strict performance of this agreement or toexercise any right or remedy upon breach of this agreement is not a waiver of theperformance, right, or remedy. Secured Party’s waiver of Debtor’s breach of any provision 24 in this agreement will not constitute a continuing waiver or a waiver of any later breach of the same or any other provision. A waiver is binding only if set forth in a writing signed by Secured Party. 21. Interpretation. This agreement is to be interpreted and applied in accordance withCalifornia law, except that that the rule of interpretation in California Civil Code section1654 will not apply.22. Attorneys’ fees. The parties must bear their own costs and attorneys’ fees incurred inconnection with this agreement.23. No Third-Party Beneficiaries. This agreement is solely for the benefit of Secured Party andDebtor. It is not intended to benefit any third parties.24. Agency. The parties do not intend for this agreement to create a partnership or jointventure between Secured Party and Debtor. Secured Party is not an agent or representativeof Debtor, except as provided in Section 14.25. Effective date. This agreement is effective on the date both parties have signed it, asindicated by the dates in the signature blocks below.26. Counterparts. The parties may sign this agreement in counterparts, each of which isconsidered an original, but all of which constitute the same agreement. Facsimiles, pdfs,and photocopies of signature pages of the agreement have the same binding effect asoriginals.27. Electronic signatures. The parties agree that this agreement may be electronically signed.The parties agree that the electronic signatures appearing on this agreement are the sameas handwritten signatures for all purposes.28. Integration and modification. This agreement, together with the other Loan Documents,sets forth the parties’ entire understanding regarding the matters set forth above and isintended to be their final, complete, and exclusive expression of those matters. It, alongwith the other Loan Documents, supersedes all prior or contemporaneous agreements,representations, and negotiations—written, oral, express, or implied—and may be modifiedonly by another written agreement signed by both parties.(Signature Page Follows) 25 City of Sacramento By: ________________________________ Michael Jasso, Assistant City Manager California Mobility Center By: ________________________________ Neal Best, Chief Operating Officer Date: _____________, 202 Date: _____________, 20 Approved as to Form Sacramento City Attorney By: ______________________________ Michael Sparks Senior Deputy City Attorney Attest: By: _______________________________ Assistant City Clerk