HomeMy WebLinkAboutSan Francisco City & County - 2009 MOU for UASI Regional Funds (Tactical Robot Equipment)
AGREEMENT BETWEEN THE CITY AND COUNTY OF
SAN FRANCISCO AND THE CITY OF GILROY
FOR THE DISTRIBUTION OF FY 2009 UASI GRANT FUNDS
THIS AGREEMENT is made this JULY 1. 2011 in the City and County of San Francisco, State
of California, by and between the CITY OF GILROY ("GILROY") and the CITY AND COUNTY
OF SAN FRANCISCO, a municipal corporation ("San Francisco" or "City"), in its capacity as
fiscal agent for the UASI Approval Authority, as defined below, acting by and through San
Francisco's Department of Emergency Management ("DEM").
RECITALS
WHEREAS, The United States Department of Homeland Security ("DHS") consolidated the
separate San Jose, Oakland, and San Francisco Urban Areas into a combined Bay Area Urban
Area ("UASI Region") for the purpose of application for and distribution of federal Urban Areas
Security Initiative ("UASI") Program grant funds; and
WHEREAS, The Bay Area UASI Region Approval Authority ("Approval Authority") was
established as the Urban Area Working Group ("UAWG") for the UASI Region, to provide
overall governance of the homeland security program across the UASI Region, to coordinate
development and implementation of all UASI Program initiatives, and to ensure compliance with
all UASI Program requirements; and
WHEREAS, The UASI General Manager is responsible for implementing and managing the
policy and program decisions of the Approval Authority, directing the work of the UASI
Management Team personnel, and performing other duties as determined and directed by the
Approval Authority, and
WHEREAS, San Francisco has been designated as the grantee for UASI funds granted by the
DHS through the California Emergency Management Agency ("CaIEMA") to the UASI Region,
with responsibility to establish procedures and execute subgrant agreements for the distribution
of UASI Program grant funds to jurisdictions selected by the Approval Authority to receive grant
funding; and
WHEREAS, San Francisco has been designated to serve as the Fiscal Agent for the Approval
Authority, and to establish procedures and provide all financial services for distribution of UASI
Program grant funds within the UASI Region; and
WHEREAS, Pursuant to grant distribution decisions by the Approval Authority, the UASI
Management Team has asked San Francisco to distribute a portion of the regional UASI grant
funds to GILROY on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in
this Agreement and for other good and valuable consideration, the receipt and adequacy of
which is hereby acknowledged, the parties hereto agree as follows:
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ARTICLE 1
DEFINITIONS
1.1 Specific Terms. Unless the context requires otherwise, the following capitalized terms
(whether singular or plural) shall have the meanings set forth below:
(a) "ADA" shall mean the Americans with Disabilities Act (including all rules and
regulations there under) and all other applicable federal, state and local disability rights
legislation, as the same may be amended, modified or supplemented from time to time.
(b) "Authorized Expenditures" shall mean expenditures for those purposes
identified and budgeted in Appendix A, attached hereto and incorporated by reference as
though fully set forth herein.
(c) "Event of Default" shall have the meaning set forth in Section 7.1.
(d) "Fiscal Quarter" shall mean each period of three calendar months commencing
on July 1, October 1, January 1, and April 1, respectively.
(e) "Grant Funds" shall mean any and all funds allocated or disbursed to GILROY
under this Agreement.
(f) "Grant Plan" shall mean the plans, performances, events, exhibitions,
acquisitions or other activities or matter described in Appendix A, and any budget attached
hereto as part of Appendix A.
(g) "Indemnified Parties" shall mean: (i) San Francisco, including DEM and all
commissions, departments, agencies, and other subdivisions of San Francisco; (ii) San
Francisco's elected officials, directors, officers, employees, agents, successors, and assigns;
and (iii) all persons or entities acting on behalf of the foregoing.
(h) "Losses" shall mean any and all liabilities, obligations, losses, damages,
penalties, claims, actions, suits, judgments, fees, expenses and costs of whatsoever kind and
nature (including legal fees and expenses and costs of investigation, of prosecuting or
defending any Loss described above) whether or not such Loss be founded or unfounded, of
whatsoever kind and nature.
(i) "Reimbursement Reauest" shall have the meaning set forth in Section 3.1 O(a).
1.2 Additional Terms. The terms "as directed," "as required" or "as permitted" and similar
terms shall refer to the direction, requirement, or permission of City. The terms "sufficient,"
"necessary" or "proper" and similar terms shall mean sufficient, necessary or proper in the sole
judgment of City. The terms "approval," "acceptable" or "satisfactory" or similar terms shall
mean approved by, or acceptable to, or satisfactory to City. The terms "include," "included" or
"including" and similar terms shall be deemed to be followed by the words "without limitation."
The use of the term "subcontractor," "successor" or "assign" herein refers only to a
subcontractor, successor or assign expressly permitted under Article 8.
1.3 References to this Aareement. References to this Agreement include: (a) any and all
appendices, exhibits, schedules, attachments hereto; (b) any and all statutes, ordinances,
regulations or other documents expressly incorporated by reference herein; and (c) any and all
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amendments, modifications or supplements hereto made in accordance with Section 10.2.
References to articles, sections, subsections or appendices refer to articles, sections or
subsections of or appendices to this Agreement, unless otherwise expressly stated. Terms
such as "hereunder," herein or "hereto" refer to this Agreement as a whole.
1.4 Reference to laws. Any reference in this Agreement to a federal or state statute,
regulation, executive order, requirement, policy, guide, guideline or instruction shall mean that
statute, regulation, executive order, requirement, policy, guide, guideline or instruction as is
currently in effect and as may be amended, modified or supplemented from time to time.
ARTICLE 2
ALLOCATION AND CERTIFICATION OF GRANT FUNDS;
LIMITATIONS ON SAN FRANCISCO'S OBLIGATIONS
2.1 Risk of Non-Allocation of Grant Funds. This Agreement is subject to all federal and
state grant requirements and guidelines, including DHS and CalEMA requirements, guidelines
and instructions, decision-making of the CalEMA and the Approval Authority, and to the extent
applicable the budget and fiscal provisions of the San Francisco Charter. The Approval
Authority shall have no obligation to allocate or direct disbursement of funds for this Agreement
in lieu of allocations for new or other agreements. GILROY acknowledges that grant decisions
are subject to the discretion of the CalEMA and Approval Authority. GILROY assumes all risk
of possible non-allocation of funds, and such assumption is part of the consideration for this
Agreement.
2.2 Certification of Controller: Guaranteed Maximum Costs. No funds shall be available
under this Agreement until prior written authorization certified by the San Francisco Controller.
In addition, as set forth in Section 21.19 of the San Francisco Administrative Code:
(a) San Francisco's obligations hereunder shall not at any time exceed the amount
approved by the Approval Authority and certified by the Controller for the purpose and period
stated in such certification.
(b) Except as may be provided by San Francisco ordinances governing emergency
conditions, San Francisco and its employees and officers, and the UASI Management Team
and its personnel, are not authorized to request GILROY to perform services or to provide
materials, equipment and supplies that would result in GILROY performing services or providing
materials, equipment and supplies that are beyond the scope of the services, materials,
equipment and supplies specified in this Agreement unless this Agreement is amended in
writing and approved as required by law to authorize the additional services, materials,
equipment or supplies. San Francisco is not required to pay GILROY for services, materials,
equipment or supplies that are provided by GILROY that are beyond the scope of the services,
materials, equipment and supplies agreed upon herein and which were not approved by a
written amendment to this Agreement having been lawfully executed by San Francisco.
(c) San Francisco and its employees and officers, and the UASI Management Team
and its personnel, are not authorized to offer or promise to GILROY additional funding for this
Agreement that would exceed the maximum amount of funding provided for herein. Additional
funding for this Agreement in excess of the maximum provided herein shall require lawful
approval and certification by the Controller. San Francisco is not required to honor any offered
or promised additional funding that exceeds the maximum provided in this Agreement that
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requires lawful approval and certification of the Controller when the lawful approval and
certification by the Controller has not been obtained.
(d) The Controller is not authorized to make payments on any agreement for which
funds have not been certified as available in the budget or by supplemental appropriation.
2.3 SUPERSEDURE OF CONFLICTING PROVISIONS. IN THE EVENT OF ANY
CONFLICT BETWEEN ANY OF THE PROVISIONS OF THIS ARTICLE 2 AND ANY OTHER
PROVISION OF THIS AGREEMENT, THE APPLICATION DOCUMENTS OR ANY OTHER
DOCUMENT OR COMMUNICATION RELATING TO THIS AGREEMENT, THE TERMS OF
THIS ARTICLE 2 SHALL GOVERN.
ARTICLE 3
PERFORMANCE OF THE AGREEMENT
3.1 Duration of Term. The term of this Agreement shall commence on JULY 1. 2011
and shall end at 11 :59 p.m. San Francisco time on DECEMBER 30. 2011.
3.2 Maximum Amount of Funds. In no event shall the amount of Grant Funds disbursed
hereunder exceed TWENTY FIVE THOUSAND DOLLARS ($25,000).
3.3 Use of Funds. GILROY shall use the Grant Funds received under this Agreement for
the purposes and in the amounts set forth in the Grant Plan, and shall obtain the prior written
approval of the UASI Management Team before transferring expenditures within the Grant
Plan.
3.4 Grant Assurances: Cooperation with Monitorina.
(a) GILROY shall comply with all Grant Assurances included in Appendix B,
attached hereto and incorporated by reference as though fully set forth herein. GILROY shall
require all subgrantees, contractors and other entities receiving Grant Funds through or from
GILROY to execute a copy of the Grant Assurances, and shall ensure that they comply with
those Grant Assurances.
(b) GILROY shall promptly comply with all standards, specifications and formats of
San Francisco and the UASI Management Team, as they may from time to time exist, related to
evaluation, planning and monitoring of the Grant Plan and compliance with this Agreement.
GILROY shall cooperate in good faith with San Francisco and the UASI Management Team in
any evaluation, inspection, planning or monitoring activities conducted or authorized by San
Francisco or the UASI Management Team.
3.5 Administrative. Proarammatic and Financial Manaaement Reauirements. GILROY
shall establish and maintain administrative, programmatic and financial management systems
and records in accordance with federal and State of California requirements. This provision
requires, at a minimum, that GILROY comply with the following non-exclusive list of regulations
commonly applicable to DHS grants, as applicable to this Agreement and the Grant Plan:
(a) Administrative Requirements:
1. 44 CFR Part 13, Uniform Administrative Requirements for Grants and
Cooperative Agreements to State and Local Governments;
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2. 2 CFR Part 215, Uniform Administrative Requirements for Grants and
Agreements with Institutions of Higher Education, Hospitals, and Other Non-
Profit Organizations (OMB Circular A-11 0)
(b) Cost Principles:
1. 2 CFR Part 225, Cost Principles for State, Local, and Indian Tribal
Governments (OMB Circular A-87);
2. 2 CFR Part 22, Cost Principles for Educational Institutions (OMB Circular
A-21 );
3. 2 CFR Part 230, Cost Principles for Non-Profit Organizations (OMB Circular
A-122); and
4. Federal Acquisition Regulations (FAR), Part 31.2 Contract Principles and
Procedures, Contracts with Commercial Organizations.
(c) Audit Requirements:
1.0MB Circular A-133, Audits of States, Local Governments, and Non-Profit
Organizations.
3.6 Technoloav Reauirements.
(a) National Information Exchange Model ("NIEM"). GILROY shall use the latest
NIEM specifications and guidelines regarding the use of Extensible Markup Language ("XML")
for all awards of Grant Funds;
(b) Geospatial Guidance. GILROY is encouraged to use Geospatial technologies,
which can capture, store, analyze, transmit and/or display location-based information (Le.,
information linked to a latitude and longitude), and to align any geospacial activities with the
guidance available on the FEMA website;
(c) Criminal Intelligence Systems Operating Policies. Any information technology
system funded or supported by Grant Funds shall comply with 28 CFR Part 23, Criminal
Intelligence Systems Operating Policies, if applicable.
3.7 Procurement Reauirements. GILROY shall follow its own procurement requirements
as long as those requirements comply with all applicable federal and State of California
statutes, regulations, requirements, policies, guides, guidelines and instructions.
3.8 Subarantee and Contractor Reauirements.
(a) GILROY shall ensure and independently verify that any subgrantee, contractor or
other entity receiving Grant Funds through or from GILROY is not debarred or suspended, or
otherwise excluded from or ineligible for participation in federal assistance programs, under
Executive Orders 12549 and 12689, as implemented at 44 CFR Part 17. GILROY shall
maintain proof of this verification in its files. GILROY shall establish procedures for the effective
use of the List of Parties Excluded from Federal Procurement or Nonprocurement Programs, to
assure that it does not provide Grant Funds to excluded parties. GILROY shall also establish
procedures to provide for effective use and/or dissemination of the list to assure that its
grantees and subgrantees, including contractors, at any tier do not make awards in violation of
the nonprocurement debarment and suspension common rule.
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(b) GILROY shall ensure that any subgrantee, contractor or other entity receiving
Grant Funds through or from GILROY complies with the requirements of 44 CFR Part 18, New
Restrictions on Lobbying; and
(c) GILROY shall ensure that any subgrantee, contractor or other entity receiving
Grant Funds through or from GILROY complies with the requirements of 44 CFR Part 17,
Government-wide Requirements for a Drug-Free Workplace (Grants).
3.9 Monitorina Grant Performance. City and the UASI Management Team are both
authorized to perform periodic reviews of GILROY's performance under this Agreement, to
ensure that the Grant Plan goals, objectives, performance requirements, timelines, milestone
completion, budgets and other criteria are being met. Monitoring may involve on-site visits,
inspection of records, and verifications of grant activities. These reviews may include, but are
not limited to:
(a) Evaluating eligibility of expenditures;
(b) Comparing actual grant activities to those approved by the Approval Authority
and specified in the Grant Plan;
(c) Ensuring that any advances have been deposited in an interest bearing account
and disbursed in accordance with applicable guidelines; and
(d) Confirming compliance with: Grant Assurances; information provided on
performance reports and payment requests; and needs and threat assessments and strategies.
GILROY is responsible for monitoring and auditing the grant activities of any of its
subgrantees, including mandatory on-site verification visits.
3.10 Disbursement Procedures. San Francisco shall disburse Grant Funds to GILROY as
follows:
(a) GILROY shall submit to the UASI Management Team, in the manner specified
for notices pursuant to Article 9, a document ("Reimbursement Request") substantially in the
form attached as Appendix C, attached hereto and incorporated by reference as though fully
set forth herein. The UASI Management Team shall serve as the primary contact for GILROY
regarding any Reimbursement Request.
(b) The UASI Management Team will review all Reimbursement Requests for
compliance with this Agreement and all applicable guidelines and requirements. The UASI
Management Team will return to GILROY any Reimbursement Request that is submitted and
not approved by the UASI Management Team, with a brief statement of the reason for the
rejection of the Reimbursement Request.
(c) The UASI Management Team will submit any Reimbursement Request that is
approved by the UASI Management Team to DEM. City shall review the Reimbursement
Request for compliance with this Agreement and all applicable guidelines and requirements.
City shall return to the UASI Management Team any Reimbursement Request that is not
approved by City, with a brief explanation of the reason for the rejection of the Reimbursement
Request.
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(d) If a rejection relates only to a portion of the expenditures itemized in any
Reimbursement Request, City shall have no obligation to disburse any Grant Funds for any
other expenditures itemized in such Reimbursement Request unless and until GILROY submits
a Reimbursement Request that is in all respects acceptable to the UASI Management Team
and to City.
(e) For Reimbursement Requests approved by both the UASI Management Team
and City, City shall disburse Grant Funds by check payable to GILROY, sent via U.S. mail in
accordance with Article 9, unless City otherwise agrees in writing, in its sole discretion. City
shall make disbursements of Grant Funds no more than once during each FISCAL QUARTER.
(f) If GILROY is not in compliance with any provision of this Agreement, City may
withhold disbursement of Grant Funds until GILROY has taken corrective action and currently
complies with all terms and conditions of the Agreement.
3.11 Disallowance. GILROY agrees that if it claims or receives reimbursement from City for
an expenditure that is later disallowed by the State of California or the federal government,
GILROY shall promptly refund the disallowed amount to City upon City's request. At its option,
City may offset all or any portion of the disallowed amount against any other payment due to
GILROY hereunder. Any such offset with respect to a portion of the disallowed amount shall
not release GILROY from GILROY's obligation hereunder to refund the remainder of the
disallowed amount.
3.12 Sustainabilitv. Grant Funded programs that contain continuing personnel and operating
expenses, over and above planning and implementation costs, must be sustained once the
Grant Funding ends. By executing this Agreement, GILROY acknowledges its responsibility and
agrees to sustain continuing programs beyond the Grant Funding period. GILROY
acknowledges and agrees that this sustainability requirement is a material term of the
Agreement.
3.13 Sustainabilitv of Intelliaence Gatherina Activities. Grant Funds used to hire new
staff and/or contractor positions to serve as intelligence analysts will be allocated only for a total
of two years. If GILROY participates in the Northern California Regional Intelligence Center
("NCRIC") or uses Grant Funds for new intelligence analyst positions, GILROY shall be
responsible for supporting its share of the sustainment costs for the NCRIC or the analysts after
the initial two-year period from non-federal funding sources. By executing this Agreement,
GILROY certifies that if it participates in the NCRIC or otherwise creates new intelligence
analyst positions with Grant Funds, it shall sustain operational funds for NCRIC or the new
positions after the initial two years from non-federal funds. GILROY acknowledges that this
certification is a material term of the Agreement.
3.14 EHP Reauirements.
(a) Grant Funded projects must comply with the}ederal Environmental and Historic
Preservation ("EHP") program. GILROY shall not initiate any project with the potential to impact
environmental or historic properties or resources until CalEMA and FEMA have completed EHP
reviews and approved the project. Examples of projects that may impact EHP resources
include: communications towers, physical security enhancements, new construction, and
modifications to buildings, structures and objects that are 50 years old or greater. GILROY
shall notify the UASI Management Team of any project that may require an EHP review.
GILROY agrees to provide detailed project information to FEMA, CalEMA and/or the UASI
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Management Team, to cooperate fully in the review, and to prepare any documents requested
for the review. GILROY shall comply with all conditions placed on the project as the result of
the EHP review, and implement any treatment or mitigation measures deemed necessary to
address potential adverse impacts. With prior approval of the UASI Management Team,
GILROY may use Grant Funds toward the costs of preparing documents and/or implementing
treatment or mitigation measures. Any change to the approved project scope of work will
require re-evaluation for compliance with EHP requirements. If ground disturbing activities
occur during project implementation, GILROY shall notify the UASI Management Team and
ensure monitoring of ground disturbance. If any potential archeological resources are
discovered, GILROY shall immediately cease construction in that area and notify the UASI
Management Team, which will notify the appropriate State Historic Preservation Office.
(b) Any construction or other project that GILROY initiates without the necessary
EHP review and approval will not be eligible for reimbursement. Failure of GILROY to meet
federal, State, and local EHP requirements, obtain applicable permits, or comply with any
conditions that may be placed on the project as the result of FEMA's and/or CalEMA's EHP
review will result in the denial of reimbursement requests.
3.15 National Eneray Conservation Policy and Eneray Policy Acts. GILROY shall
comply with the following requirements:
(a) Grant Funds may not be used in contravention of the Federal buildings
performance and reporting requirements of Executive Order 13123, part 3 of Title V of the
National Energy Conservation Policy Act (42 USC S8251 et seq.), or Subtitle A of Title I of the
Energy Policy Act of 2005; and
(b) Grant Funds may not be used in contravention of Section 303 of the Energy
Policy Act of 1992(42 USC S13212).
ARTICLE 4
REPORTING REQUIREMENTS; AUDITS
4.1 Reaular Reports. GILROY shall provide, in a prompt and timely manner, financial,
operational and other reports, as requested by the UASI Management Team or by City, in form
and substance satisfactory to the UASI Management Team or City. Such reports, including any
copies, shall be submitted on recycled paper and printed on double-sided pages, to the
maximum extent possible.
4.2 Notification of Defaults or Chanaes in Circumstances. GILROY shall notify the
UASI Management Team and City immediately of (a) any Event of Default or event that, with
the passage of time, would constitute an Event of Default; (b) any change of circumstances that
would cause any of the representations or warranties contained in Article 5 to be false or
misleading at any time during the term of this Agreement; and (c) any change of circumstances
or events that would cause GILROY to be out of compliance with the Grant Assurances in
Appendix B.
4.3 Books and Records. GILROY shall establish and maintain accurate files and records
of all aspects of the Grant Plan and the matters funded in whole or in part with Grant Funds
during the term of this Agreement. Without limiting the scope of the foregoing, GILROY shall
establish and maintain accurate financial books and accounting records relating to Authorized
Expenditures and to Grant Funds received and expended under this Agreement, together with
all invoices, documents, payrolls, time records and other data related to the matters covered by
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this Agreement, whether funded in whole or in part with Grant Funds. GILROY shall maintain
all of the files, records, books, invoices, documents, payrolls and other data required to be
maintained under this Section in a readily accessible location and condition for a period of not
less than five (5) years after final disbursement under this Agreement or until any final audit has
been fully completed, whichever is later.
4.4 Inspection and Audit. GILROY shall make available to the UASI Management Team
and to City, and to UASI Management Team and City employees and authorized
representatives, during regular business hours all of the files, records, books, invoices,
documents, payrolls and other data required to be established and maintained by GILROY
under Section 4.3. GILROY shall permit the UASI Management Team and City, and to UASI
Management Team and City employees and authorized representatives to inspect, audit,
examine and make excerpts and transcripts from any of the foregoing. The rights of the UASI
Management Team and City pursuant to this Section shall remain in effect so long as GILROY
has the obligation to maintain such files, records, books, invoices, documents, payrolls and
other data under this Article 4.
ARTICLE 5
REPRESENTATIONS AND WARRANTIES
GILROY represents and warrants each of the following as of the date of this Agreement and at
all times throughout the term of this Agreement:
5.1 No Misstatements. No document furnished or to be furnished by GILROY to the UASI
Management Team or to City in connection with this Agreement, any Reimbursement Request
or any other document relating to any of the foregoing, contains or will contain any untrue
statement of material fact or omits or will omit a material fact necessary to make the statements
contained therein not misleading, under the circumstances under which any such statement
shall have been made.
5.2 Eliaibilitv to Receive Federal Funds. By executing this Agreement, GILROY certifies
that it is not suspended, debarred or otherwise excluded from participation in federal assistance
programs, as required by Executive Order 12549 and implemented at 44 CFR Part 17.
GILROY acknowledges that this certification of eligibility to receive federal funds is a material
term of the Agreement.
5.3 NIMS Compliance. To be eligible to receive Grant Funds, GILROY must meet National
Incident Management System ("NIMS") compliance requirements, and report its full NIMS
compliance via the National Incident Management System Capability Assessment Support Tool
("NIMSCAST"). By executing this Agreement, GILROY certifies that it is in full NIMS
compliance and has reported that compliance in NIMSCAST. GILROY acknowledges that this
certification is a material term of the Agreement.
ARTICLE 6
INDEMNIFICATION AND GENERAL LIABILITY
6.1 Indemnification. GILROY shall indemnify, protect, defend and hold harmless each of
the Indemnified Parties from and against any and all Losses arising from, in connection with or
caused by GILROY's performance of this Agreement, including, but not limited to, the
following: (a) a material breach of this Agreement by GILROY; (b) a material breach of any
representation or warranty of GILROY contained in this Agreement; (c) any personal injury or
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death caused, directly or indirectly, by any act or omission of GILROY or its employees,
subgrantees or agents; (d) any loss of or damage to property caused, directly or indirectly, by
any act or omission of GILROY or its employees, subgrantees or agents; (e) the use, misuse or
failure of any equipment or facility used by GILROY, or by any of its employees, subgrantees or
agents, regardless of whether such equipment or facility is furnished, rented or loaned to
GILROY by an Indemnified Party; (f) any tax, fee, assessment or other charge for which
GILROY is responsible under Section 10.4; or (g) any infringement of patent rights, copyright,
trade secret or any other proprietary right or trademark of any person or entity in consequence
of the use by any Indemnified Party of any goods or services furnished to such Indemnified
Party in connection with this Agreement. The foregoing indemnity shall include, without
limitation, reasonable fees of attorneys, consultants and experts and related costs and San
Francisco's costs of investigating any claims against San Francisco.
6.2 Dutv to Defend: Notice of Loss. GILROY acknowledges and agrees that its obligation
to defend the Indemnified Parties under Section 6.1: (a) is an immediate obligation,
independent of its other obligations hereunder; (b) applies to any Loss which actually or
potentially falls within the scope of Section 6.1, regardless of whether the allegations asserted
in connection with such Loss are or may be groundless, false or fraudulent; and (c) arises at the
time the Loss is tendered to GILROY by the Indemnified Party and continues at all times
thereafter. The Indemnified Party shall give GILROY prompt notice of any Loss under
Section 6.1 and GILROY shall have the right to defend, settle and compromise any such Loss;
provided. however, that the Indemnified Party shall have the right to retain its own counsel at
the expense of GILROY if representation of such Indemnified Party by the counsel retained by
GILROY would be inappropriate due to conflicts of interest between such Indemnified Party and
GILROY. An Indemnified Party's failure to notify GILROY promptly of any Loss shall not relieve
GILROY of any liability to such Indemnified Party pursuant to Section 6.1, unless such failure
materially impairs GILROY's ability to defend such Loss. GILROY shall seek the Indemnified
Party's prior written consent to settle or compromise any Loss if GILROY contends that such
Indemnified Party shares in liability with respect thereto.
6.3 Incidental and Conseauential Damaaes. Losses covered under this Article 6 shall
include any and all incidental and consequential damages resulting in whole or in part from
GILROY's acts or omissions. Nothing in this Agreement shall constitute a waiver or limitation of
any rights that any Indemnified Party may have under applicable law with respect to such
damages.
6.4 LIMITATION ON LIABILITY OF SAN FRANCISCO. CITY'S OBLIGATIONS UNDER
THIS AGREEMENT SHALL BE LIMITED TO THE AGGREGATE AMOUNT OF GRANT
FUNDS ACTUALLY DISBURSED HEREUNDER. NOTWITHSTANDING ANY OTHER
PROVISION CONTAINED IN THIS AGREEMENT OR ANY OTHER DOCUMENT OR
COMMUNICATION RELATING TO THIS AGREEMENT, IN NO EVENT SHALL CITY BE
LIABLE, REGARDLESS OF WHETHER ANY CLAIM IS BASED ON CONTRACT OR TORT,
FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES,
INCLUDING LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, THE GRANT FUNDS, THE GRANT PLAN OR ANY ACTIVITIES PERFORMED
IN CONNECTION WITH THIS AGREEMENT.
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ARTICLE 7
EVENTS OF DEFAULT AND REMEDIES; TERMINATION FOR CONVENIENCE
7.1 Events of Default. The occurrence of anyone or more of the following events shall
constitute an "Event of Default" under this Agreement:
(a) False Statement. Any statement, representation, certification or warranty
contained in this Agreement, in any Reimbursement Request, or in any other document
submitted to the UASI Management Team or to City under this Agreement is found by the UASI
Management Team or by City to be false or misleading.
(b) Failure to Perform Other Covenants. GILROY fails to perform or breaches
any provision or covenant of this Agreement to be performed or observed by GILROY as and
when performance or observance is due and such failure or breach continues for a period of
ten (10) days after the date on which such performance or observance is due.
(c) Failure to Complv with Applicable Laws. GILROY fails to perform or
breaches any of the terms or provisions of Article 12.
(d) Voluntary Insolvencv. GILROY(i) is generally not paying its debts as they
become due, (ii) files, or consents by answer or otherwise to the filing against it of, a petition for
relief or reorganization or arrangement or any other petition in bankruptcy or for liquidation or to
take advantage of any bankruptcy, insolvency or other debtors' relief law of any jurisdiction,
(Hi) makes an assignment for the benefit of its creditors, (iv) consents to the appointment of a
custodian, receiver, trustee or other officer with similar powers of GILROY or of any substantial
part of GILROY's property or (v) takes action for the purpose of any of the foregoing.
(e) Involuntary Insolvencv. Without consent by GILROY, a court or government
authority enters an order, and such order is not vacated within ten (10) days, (i) appointing a
custodian, receiver, trustee or other officer with similar powers with respect to GILROY or with
respect to any substantial part of GILROY's property, (ii) constituting an order for relief or
approving a petition for relief or reorganization or arrangement or any other petition in
bankruptcy or for liquidation or to take advantage of any bankruptcy, insolvency or other
debtors' relief law of any jurisdiction or (iii) ordering the dissolution, winding-up or liquidation of
GILROY.
7.2 Remedies Upon Event of Default. Upon and during the continuance of an Event of
Default, City may do any of the following, individually or in combination with any other remedy:
(a) Termination. City may terminate this Agreement by giving a written termination
notice to GILROY and, on the date specified in such notice, this Agreement shall terminate and
all rights of GILROY hereunder shall be extinguished. In the event of such termination, City will
pay GILROY for Authorized Expenditures in any Reimbursement Request that was submitted
and approved by the UASI Management Team and by City prior to the date of termination
specified in such notice.
(b) Withholdina of Grant Funds. City may withhold all or any portion of Grant
Funds not yet disbursed hereunder, regardless of whether GILROY has previously submitted a
Reimbursement Request or whether the UASI Management Team and/or City has approved
the disbursement of the Grant Funds requested in any Reimbursement Request. Any Grant
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Funds withheld pursuant to this Section and subsequently disbursed to GILROY after cure of
applicable Events of Default shall be disbursed without interest.
(c) Return of Grant Funds. City may demand the immediate return of any
previously disbursed Grant Funds that have been claimed or expended by GILROY in breach of
the terms of this Agreement, together with interest thereon from the date of disbursement at the
maximum rate permitted under applicable law.
7.3 Termination For Convenience.
(a) City shall have the option, in its sole discretion, to terminate this Agreement, at
any time during the term hereof, for convenience and without cause. City shall exercise this
option by giving GILROY written notice of termination. The notice shall specify the date on
which termination shall become effective.
(b) Upon receipt of the notice, GILROY shall commence and perform, with diligence,
all actions necessary on the part of GILROY to effect the termination of this Agreement on the
date specified by City and to minimize the liability of GILROY and City to third parties as a result
of termination. All such actions shall be subject to the prior approval of the UASI Management
Team.
(c) Within 30 days after the specified termination date, GILROY shall submit to the
UASI Management Team an invoice for all Authorized Expenses incurred through the
termination date. For Authorized Expenses incurred after receipt of the notice of termination,
City will only reimburse GILROY if the Authorized Expenses received prior approval from the
UASI Management Team as specified in subparagraph (b).
(d) In no event shall City be liable for costs incurred by GILROY or any of its
subcontractors or subgrantees after the termination date specified by City.
(e) City's payment obligation under this Section shall survive termination of this
Agreement.
7.4 Remedies Nonexclusive. Each of the remedies provided for in this Agreement may be
exercised individually or in combination with any other remedy available hereunder or under
applicable laws, rules and regulations. The remedies contained herein are in addition to all
other remedies available to City at law or in equity by statute or otherwise and the exercise of
any such remedy shall not preclude or in any way be deemed to waive any other remedy.
ARTICLE 8
ASSIGNMENTS
8.1 No Assianment bv GILROY. GILROY shall not, either directly or indirectly, assign,
transfer, hypothecate, subcontract or delegate all or any portion of this Agreement or any rights,
duties or obligations of GILROY hereunder without the prior written consent of City; provided,
however, that any subcontracts specifically referenced in Appendix A shall not require the
consent of City. This Agreement shall not, nor shall any interest herein, be assignable as to the
interest of GILROY involuntarily or by operation of law without the prior written consent of City.
A change of ownership or control of GILROY or a sale or transfer of substantially all of the
assets of GILROY shall be deemed an assignment for purposes of this Agreement.
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8.2 Aareement Made in Violation of this Article. Any agreement made in violation of
Section 8.1 shall confer no rights on any person or entity and shall automatically be null and
void.
8.3 GILROY Retains Responsibilitv. GILROY shall in all events remain liable for the
performance by any assignee, subgrantee or subcontractor of all of the covenants, terms and
conditions in this Agreement.
ARTICLE 9
NOTICES AND OTHER COMMUNICATIONS
9.1 Reauirements. Unless otherwise specifically provided herein, all notices, consents,
directions, approvals, instructions, requests and other communications hereunder shall be in
writing, shall be addressed to the person and address set forth below and shall be (a) deposited
in the U.S. mail, first class, certified with return receipt requested and with appropriate postage,
(b) hand delivered or (c) sent via facsimile (if a facsimile number is provided below):
If to San Francisco:
San Francisco Department of Emergency Management
1011 Turk Street
San Francisco, CA 94102
Attn: Anne Kronenberg, Executive Director
Facsimile No.: (415) 558-3864
If to the UASI ManaQement Team:
UASI Management Team
10 Lombard Street, Suite 410
San Francisco, CA 94111
Attn: Teresa Serata, Director of Strategy and Compliance
Facsimile No.: (415) 705-8513
If to GILROY:
Gilroy Police Department
7301 Hanna St.
Gilroy, CA 95020
Attn: Jim Gillio
Facsimile No.: (408)846-0287
9.2 Effective Date. All communications sent in accordance with Section 9.1 shall become
effective on the date of receipt. Such date of receipt shall be determined by: (a) if mailed, the
return receipt, completed by the U.S. postal service; (b) if sent via hand delivery, a receipt
executed by a duly authorized agent of the party to whom the notice was sent; or (c) if sent via
facsimile, the date of telephonic confirmation of receipt by a duly authorized agent of the party
to whom the notice was sent or, if such confirmation is not reasonably practicable, the date
indicated in the facsimile machine transmission report of the party giving such notice.
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9.3 Chanae of Address. From time to time any party hereto may designate a new address
or recipient for notice for purposes of this Article 9 by written notice to the other party and the
UASI Management Team.
ARTICLE 10
MISCELLANEOUS
10.1 No Waiver. No waiver by San Francisco of any default or breach of this Agreement
shall be implied from any failure by the UASI Management Team or San Francisco to take
action on account of such default if such default persists or is repeated. No express waiver by
San Francisco shall affect any default other than the default specified in the waiver and shall be
operative only for the time and to the extent therein stated. Waivers by San Francisco of any
covenant, term or condition contained herein shall not be construed as a waiver of any
subsequent breach of the same covenant, term or condition. The consent or approval by the
UASI Management Team or San Francisco of any action requiring further consent or approval
shall not be deemed to waive or render unnecessary the consent or approval to or of any
subsequent similar act.
10.2 Modification. This Agreement may not be modified, nor may compliance with any of its
terms be waived, except by written instrument executed and approved in the same manner as
this Agreement.
10.3 Governina Law: Venue. The formation, interpretation and performance of this
Agreement shall be governed by the laws of the State of California, without regard to its conflict
of laws principles. Venue for all litigation relative to the formation, interpretation and
performance of this Agreement shall be in San Francisco.
10.4 GILROY to Pay All Taxes. GILROY shall pay to the appropriate governmental
authority, as and when due, any and all taxes, fees, assessments or other governmental
charges, including possessory interest taxes and California sales and use taxes, levied upon or
in connection with this Agreement, the Grant Plan, the Grant Funds or any of the activities
contemplated by this Agreement.
10.5 Headinas. All article and section headings and captions contained in this Agreement
are for reference only and shall not be considered in construing this Agreement.
10.6 Entire Aareement. This Agreement sets forth the entire Agreement between the
parties, and supersedes all other oral or written provisions. The following Appendices are
attached to and a part of this Agreement:
. Appendix A, Authorized Expenditures
. Appendix B, Grant Assurances
. Appendix C, Form of Funding Request
10.7 Certified Resolution of Sianatorv Authority. Upon request of San Francisco,
GILROY shall deliver to San Francisco a copy of the corporate resolution(s) authorizing the
execution, delivery and performance of this Agreement, certified as true, accurate and complete
by the appropriate authorized representative of GILROY.
10.8 Severability. Should the application of any provision of this Agreement to any particular
facts or circumstances be found by a court of competent jurisdiction to be invalid or
FY 09 UASI - GILROY2
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unenforceable, then (a) the validity of other provisions of this Agreement shall not be affected or
impaired thereby, and (b) such provision shall be enforced to the maximum extent possible so
as to effect the intent of the parties and shall be reformed without further action by the parties to
the extent necessary to make such provision valid and enforceable.
10.0 Successors: No Third-Partv Beneficiaries. Subject to the terms of Article 8, the
terms of this Agreement shall be binding upon, and inure to the benefit of, the parties hereto
and their successors and assigns. Nothing in this Agreement, whether express or implied, shall
be construed to give any person or entity (other than the parties hereto and their respective
successors and assigns and, in the case of Article 6, the Indemnified Parties) any legal or
equitable right, remedy or claim under or in respect of this Agreement or any covenants,
conditions or provisions contained herein.
10.10 Survival of Terms. The obligations of GILROY and the terms of the following
provisions of this Agreement shall survive and continue following expiration or termination of
this Agreement: Sections 4.3 and 4.4, Article 6, this Article 10, and the Grant Assurances of
Appendix B.
10.11 Further Assurances. From and after the date of this Agreement, GILROY agrees to do
such things, perform such acts, and make, execute, acknowledge and deliver such documents
as may be reasonably necessary or proper and usual to complete the transactions
contemplated by this Agreement and to carry out the purpose of this Agreement in accordance
with this Agreement.
ARTICLE 11
INSURANCE
11.1 Tvpes and Amounts of Coveraae. Without limiting GILROY's liability pursuant to Article
6 of this Agreement, GILROY shall maintain in force, during the full term of the Agreement,
insurance in the following amounts and coverages:
(a) Workers' Compensation, in statutory amounts, with Employers' Liability Limits not
less than $1,000,000 each accident, injury, or illness; and
(b) Commercial General Liability Insurance with limits not less than $1,000,000 each
occurrence Combined Single Limit for Bodily Injury and Property Damage, including Contractual
Liability, Personal Injury, Products and Completed Operations; and
(c) Commercial Automobile Liability Insurance with limits not less than $1,000,000 each
occurrence Combined Single Limit for Bodily Injury and Property Damage, including Owned, Non-
Owned and Hired auto coverage, as applicable.
11.2 Additional Reauirements for General and Automobile Coveraae. Commercial
General Liability and Commercial Automobile Liability Insurance policies must be endorsed to
provide:
(a) Name as Additional Insured the City and County of San Francisco, its Officers,
Agents, and Employees.
(b) That such policies are primary insurance to any other insurance available to the
Additional Insureds, with respect to any claims arising out of this Agreement, and that insurance
applies separately to each insured against whom claim is made or suit is brought.
FY 09 UASI - GILROY2
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11.3 Additional Reauirements Reaardina Workers' Compensation. Regarding Workers'
Compensation, GILROY hereby agrees to waive subrogation which any insurer of GILROY may
acquire from GILROY by virtue of the payment of any loss. GILROY agrees to obtain any
endorsement that may be necessary to effect this waiver of subrogation. The Workers'
Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all
work performed by the GILROY, its employees, agents and subcontractors.
11.4 Additional Reauirements for All Policies. All policies shall provide thirty days' advance
written notice to the City of reduction or non renewal of coverages or cancellation of coverages for
any reason. Notices shall be sent to the City address in Article 9, Notices and Other
Communications.
11.5 Reauired Post-Expiration Coveraae. Should any of the required insurance be provided
under a claims-made form, GILROY shall maintain such coverage continuously throughout the
term of this Agreement and, without lapse, for a period of three years beyond the expiration of
this Agreement, to the effect that, should occurrences during the Agreement term give rise to
claims made after expiration of the Agreement, such claims shall be covered by such c1aims-
made policies.
11.6 General Annual Aaareaate Limit/Inclusion of Claims Investiaation or Leaal Defense
Costs. Should any of the required insurance be provided under a form of coverage that includes
a general annual aggregate limit or provides that claims investigation or legal defense costs be
included in such general annual aggregate limit, such general annual aggregate limit shall be
double the occurrence or claims limits specified above.
11.7 Lapse in Insurance. Should any required insurance lapse during the term of this
Agreement, requests for reimbursement originating after such lapse may not be processed, in the
City's sole discretion, until the City receives satisfactory evidence of reinstated coverage as
required by this Agreement, effective as of the lapse date. If insurance is not reinstated, the City
may, at its sole option, terminate this Agreement effective on the date of such lapse of insurance.
11.8 Evidence of Insurance. Before commencing any operations or expending any Grant
Funds under this Agreement, GILROY shall furnish to City certificates of insurance and additional
insured policy endorsements with insurers with ratings comparable to A-, VIII or higher, that are
authorized to do business in the State of California, and that are satisfactory to City, in form
evidencing all coverages set forth above. Failure to maintain insurance shall constitute a material
breach of this Agreement.
11.9 Effect of Approval. Approval of the insurance by City shall not relieve or decrease the
liability of GILROY hereunder.
11.10 Insurance for Contractors/Subarantees and Evidence of this Insurance. If a
contractor, subgrantee or any other entity will be used to complete any portion of this Agreement,
GILROY shall ensure that the contractor, subgrantee or other entity shall provide all necessary
insurance and shall name the City and County of San Francisco, its officers, agents and
employees and the GILROY as additional insureds.
11.11 Authoritv to Self-Insure. Nothing in this Agreement shall preclude GILROY from self-
insuring all or part of the insurance requirement in this Article. However, GILROY shall provide
FY 09 UASI - GILROY2
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July 1, 2011
proof of self-insurance, in a form acceptable to San Francisco, in the amounts of each line of self-
insurance.
ARTICLE 12
COMPLIANCE
12.1 Nondiscrimination. In the performance of this Agreement, GILROY agrees not to
discriminate against any employee, San Francisco employee working with GILROY or any
subgrantee of GILROY, applicant for employment with GILROY or subgrantee of GILROY, or
against any person seeking accommodations, advantages, facilities, privileges, services, or
membership in all business, social, or other establishments or organizations, on the basis of the
fact or perception of a person's race, color, creed, religion, national origin, ancestry, age,
height, weight, sex, sexual orientation, gender identity, domestic partner status, marital status,
disability or Acquired Immune Deficiency Syndrome or HIV status (AIDS/HIV status), or
association with members of such protected classes, or in retaliation for opposition to
discrimination against such classes.
12.2 Conflict of Interest. Through its execution of this Agreement, GILROY acknowledges
that it is familiar with the provisions of Section 87100 et seq. and Section 1090 et seq. of the
Government Code of the State of California, and certifies that it does not know of any facts
which constitutes a violation of said provisions and agrees that it will immediately notify City if it
becomes aware of any such fact during the term of this Agreement.
12.3 Compliance with ADA. GILROY acknowledges that, pursuant to the ADA, programs,
services and other activities provided by a public entity to the public, whether directly or through
a grantee or contractor, must be accessible to the disabled public. GILROY shall not
discriminate against any person protected under the ADA in connection with all or any portion of
the Grant Plan and shall comply at all times with the provisions of the ADA.
12.4 Prohibition on Political Activitv with City Funds. In accordance with San Francisco
Administrative Code Chapter 12.G, GILROY may not participate in, support, or attempt to
influence any political campaign for a candidate or for a ballot measure (collectively, "Political
Activity") in the performance of the services provided under this Agreement. GILROY agrees to
comply with San Francisco Administrative Code Chapter 12.G and any implementing rules and
regulations promulgated by San Francisco's Controller. The terms and provisions of Chapter
12.G are incorporated herein by this reference. In the event Contractor violates the provisions
of this section, San Francisco may, in addition to any other rights or remedies available
hereunder, (i) terminate this Agreement, and (ii) prohibit GILROY from bidding on or receiving
any new City contract for a period of two (2) years. The Controller will not consider GILROY's
use of profit as a violation of this section.
FY 09 UASI - GILROY2
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed
as of the date first specified herein.
CITY AND COUNTY OF SAN FRANCISCO:
CITY OF GILROY:
SAN FRANCISCO DEPARTMENT OF
EMERGENCY MANAGEMENT
By:
Federal Tax ID #: 94-000340
"
Approved as to Form:
Dennis J. Herrera
City Attorney
'")
atharine Hobin Porter
Deputy City Attorney
By:
Approved as to Form:
Gilroy City Attorney's Office
.\.p ~ II ./~~ l~
By: V^. t
City Attorney
FY 09 UASI - GILROY2
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Appendix A - Authorized Expenditures and Timelines
ENTITY: CITY OF GILROY
Ttlll f tb
th f II
I f
o a a oca Ion 0 e spen on e 0 oWIng so U Ion areas:
UASI Project Deliverable
Title Solution Area Proaram DescriDtion Dates Amount
Funds to purchase Tactical Robot
Equipment to enhance Law
Enforcement Responder capabilities.
AEL # 030E-Q7 -ROBT
Reimbursement for equipment
purchases requires:
. As allowable under Federal
guidelines, procurement of
equipment must follow local policies
and procedures for competitive
purchasing.
. A Performance Bond must be
obtained on any project over
Project E - $250,000. Not to
Equipment . All Equipment must be purchased, 10/31/2011 Exceed:
CBRNE installed tested and accepted by $25,000
10/31/2011.
. At a minimum, more than one quote
or bid must be obtained, unless a
sole source is justified. If sole source
approval is needed, GILROY must
transmit the request to the UASI for
request to the State.
. Prior to reimbursement, GILROY
must submit all invoices, AEL
numbers, and a list of all equipment
10 numbers and the deployed
locations.
. All requests for reimbursement must
be submitted by not later than
11/30/11.
NOT TO
TOTAL ALLOCATION EXCEED:
$25,000
· All requests for reimbursements must be submitted by November 30, 2011 unless an
earlier deadline is set in this Appendix.
· Authorized expenditures must fall into one of the following categories: Planning,
Organization, Equipment, Training, or Exercises. Descriptions of authorized
expenditures are in the following documents:
FY 09 UASI -GILROY2
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July 1, 2011
. FY 2009 Homeland Security Grant Program, Guidance and Application Kit dated
November, 2008: http://www.ohs.ca.Qov/pdf/FY09 Fed Guidance.pdf
. California Supplement to Federal Program Guidance and Application Kit:
http://www.ohs.ca.Qov/pdf/FY09 HSGP Supplement Guidance final.pdf
. Authorized Equipment List: www.rkb.us
. Office of Justice Programs Financial and Administrative Guide for Grants:
http://www.ojp.usdoj.gov/financialguide/
. Anv equipment purchased under this AGreement must match the UASI 2009 Grant
Application Workbook. Anv modification to the inventory list in that Workbook must
receive prior written approval from bv the Bav Area UASI Proaram Manaaer.
. No ManaGement and Administration expenses are allowed, unless expresslv
identified and authorized in this Appendix.
. Sustainabilitv requirements may applv to some or all of the arant funded proiects or
prOGrams authorized in this Appendix. See AGreement, m13.12. ~3.13.
. All EHP documentation must be submitted and approved prior to any expenditure of
funds requirinG EHP submission.
FY 09 UASI -GILROY2
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July 1, 2011
Appendix B-- Grant Assurances
Name of Jurisdiction: City of Gilrov
Name of Authorized Agent: Thomas J. HaQlund. City Administrator
Address: 7351 Rosanna Street
City: Gilrov
State: California Zip Code:95020
Telephone Number: 408-846-0202
Fax Number: 408-846-0500
E-Mail Address:tom.haalund@cLQilroV.ca.us
As the duly authorized representative of the GILROY, I certify that GILROY:
1. Has the legal authority to apply for Federal assistance and has the institutional,
managerial and financial capability to ensure proper planning, management and
completion of the grant provided by the U.S. Department of Homeland Security
(DHS)/Federal Emergency Management Agency (FEMA) and sub-granted through the
State of California, California Emergency Management Agency (Cal EMA).
2. Will assure that grant funds are used for allowable, fair, and reasonable costs only and
will not be transferred between programs (State Homeland Security Program, Urban Area
Security Initiative, Citizen Corps Program, and Metropolitan Medical Response System) or
fiscal years.
3. Will comply with any cost sharing commitments included in the FY09 Investment
Justifications submitted to DHS/FEMA/Cal EMA, where applicable.
4. Will give the Federal government, the General Accounting Office, the Comptroller General
of the United States, the State of California, through any authorized representative,
access to, and the right to examine, all paper or electronic records, books, or documents
related to the award; and will establish a proper accounting system in accordance with
generally accepted accounting standards and/or awarding agency directives.
5. Agrees that funds utilized to establish or enhance State and Local fusion centers must
support the development of a statewide fusion process that corresponds with the Global
Justice/Homeland Security Advisory Council (HSAC) Fusion Center Guidelines and
achievement of a baseline level of capability as defined by the Fusion Capability Planning
Tool.
6. Will provide progress reports, and other such information as may be required by the
awarding agency, including the Initial Strategy Implementation Plan (ISIP) within 45 (forty-
five) days of the award, and update via the Grant Reporting Tool (GRT) twice each year.
7. Will initiate and complete the work within the applicable time frame after receipt of
approval from Cal EMA.
FY 09 UASI -GILROY2
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July 1, 2011
8. Will maintain procedures to minimize the time elapsing between the award of funds and
the disbursement of funds.
9. Will comply with all provisions of DHS/FEMA's codified regulation 44, including Part 13,
Uniform Administrative Requirements for Grants and Cooperative Agreements to State
and Local Governments, including the payment of interest earned on advances.
10. Will establish safeguards to prohibit employees from using their positions for a purpose
that constitutes, or presents the appearance of, personal or organizational conflict of
interest, or personal gain for themselves or others, particularly those with whom they have
family, business, or other ties.
11. Agrees that, to the extent contractors or subcontractors are utilized, grantees and
subgrantees shall use small, minority, women-owned, or disadvantaged business
concerns and contractors or subcontractors to the extent practicable.
12. Will notify Cal EMA of any developments that have a significant impact on award-
supported activities, including changes to key program staff.
13. Will comply, if applicable, with the Lead-Based Paint Poisoning Prevention Act (42 U.S.C.
994801 et seq.) which prohibits the use of lead based paint in construction or
rehabilitation of residence structures.
14. Understands and agrees that Federal funds will not be used, directly or indirectly, to
support the enactment, repeal, modification or adoption of any law, regulation, or policy, at
any level of government, without the express prior written approval from DHS/FEMAlCal
EMA.
15. Will comply with all Federal Statutes relating to Civil Rights and Nondiscrimination. These
include, but are not limited to:
a. Title VII of the Civil Rights Act of 1964 (P.L. 88-352), as amended, which prohibits
discrimination on the basis of race, color or national origin.
b. Title IX of the Education Amendments of 1972, as amended (20 U.S.C. 99 1681-1683
and 1685-1686), which prohibits discrimination on the basis of gender.
c. Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. 9 794), which
prohibits discrimination on the basis of handicaps.
d. The Age Discrimination Act of 1975, as amended (42 U.S.C. 996101-6107), which
prohibits discrimination on the basis of age.
e. The Drug Abuse Office and Treatment Act of 1972 (P.L. 92-255), as amended,
relating to nondiscrimination on the basis of drug abuse.
f. The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and
Rehabilitation Act of 1970 (P.L. 91-616), as amended, relating to nondiscrimination on
the basis of alcohol abuse or alcoholism.
g. 99523 and 527 of the Public Health Service Act of 1912 (42 U.S.C. 290 dd-3 and 290
ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient
records.
h. Title VIII of the Civil Rights Act of 1968 (42 U.S.C. 9 3601 et seq.), as amended,
relating to nondiscrimination in the sale, rental or financing of housing.
i. Title 44 Code of Federal Regulations (CFR) Parts 7, 16, and 19 relating to
nondiscrimination.
FY 09 UASI -GILROY2
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July 1, 2011
j. The requirements on any other nondiscrimination provisions in the specific statute(s)
under which the application for Federal assistance is being made.
k. In the event that a Federal or State court or Federal or State administrative agency
makes a finding of discrimination after a due process hearing on the grounds or race,
color, religion, national origin, gender, or disability against a recipient of funds, will
forward a copy of the finding to the Office of Civil Rights, Office of Justice Programs.
I. Will provide an Equal Employment Opportunity Plan, if applicable, to the Department
of Justice Office of Civil Rights within 60 days of grant award.
m. Will comply, and assure the compliance of all its subgrantees and contractors, with the
nondiscrimination requirements and all other provisions of the current edition of the
Office of Justice Programs Financial and Administrative Guide for Grants, M7100.1.
16. Will comply with the requirements of Titles II and III of the Uniform Relocation Assistance
and Real Property Acquisition Policies Act of 1970 (42 U.S.C. 94601 et seq. [P.L. 91-
646]), which provides for fair and equitable treatment of persons displaced or whose
property is acquired as a result of Federal or Federally assisted programs. These
requirements apply to all interested in real property acquired for project purposes
regardless of Federal participation in purchases. Will also comply with Title 44 CFR, Part
25, Uniform Relocation Assistance and Real Property Acquisition for Federal and
Federally-assisted programs.
17. Will comply, if applicable, with the flood insurance purchase requirements of Section
102(a) of the Flood Disaster Protection Act of 1973 (P.L. 93-234), which requires
recipients in a special flood hazard area to participate in the program and to purchase
flood insurance if the total cost of insurable construction and acquisition is ten thousand
dollars ($10,000) or more.
18. Will comply with all applicable Federal, State, and Local environmental and historical
preservation (EHP) requirements. Failure to meet Federal, State, and Local EHP
requirements and obtain applicable permits may jeopardize Federal funding. Will comply
with all conditions placed on any project as the result of the EHP review; any change to
the scope of work of a project will require reevaluation of compliance with these EHP
requirements.
19. Agrees not to undertake any project having the potential to impact the EHP resources
without the prior written approval of DHS/FEMAlCal EMA, including, but not limited to,
communications towers, physical security enhancements, new construction and
modifications to buildings that are fifty (50) years old or more. Any construction related
activities initiated prior to full EHP review will result in a noncompliance finding. If ground-
disturbing activities occur during the project implementation, the recipient must ensure
monitoring of the disturbance. If any potential archeological resources are discovered, the
recipient will immediately cease activity in that area and notify DHS/FEMAlCal EMA and
the appropriate State Historic Preservation Office.
20. Will ensure that the facilities under its ownership, lease or supervision, which shall be
utilized in the accomplishment of this project, are not on the Environmental Protection
Agency's (EPAs) List of Violating Facilities, and will notify Cal EMA and the Federal
Grantor agency of the receipt of any communication from the Director of the EPA Office of
Federal Activities indicating if a facility to be used in the project is under consideration for
listing by the EPA.
FY 09 UASI -GILROY2
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July 1, 2011
21. Will provide any information requested by DHS/FEMAlCal EMA to ensure compliance with
applicable laws, including the following:
a. Institution of environmental quality control measures under the National Environmental
Policy Act, National Historical Preservation Act, Archaeological and Historic
Preservation Act, Endangered Species Act, and Executive Orders on Floodplains
(11988), Wetlands (11990) and Environmental Justice (E012898) and Environmental
Quality (E011514).
b. Notification of violating facilities pursuant to EO 11738.
c. Assurance of project consistency with the approved state management program
developed under the Coastal Zone Management Act of 1972 (16 U.S.C. 99 1451 et
seq.).
d. Conformity of Federal actions to State (Clean Air) Implementation Plans under Section
176(c) of the Clean Air Act of 1955, as amended (42 U.S.C. 97401 et seq.).
e. Protection of underground sources of drinking water under the Safe Drinking Water
Act of 1974, as amended, (P.L. 93-523).
f. California Environmental Quality Act (CEQA). California Public Resources Code
Sections 21080-21098. California Code of Regulations, Title 14, Chapter 3 Section
15000-15007.
g. Wild and Scenic Rivers Act of 1968 (16 U.S.C. 99 1271 et.seq.) related to protecting
components or potential components of the national wild and scenic rivers system.
h. Applicable provisions of the Coastal Barrier Resources Act (P.L. 97-348) dated
October 19, 1982 (16 USC 3501 et seq.) which prohibits the expenditure of most new
Federal funds within the units of the Coastal Barrier Resources System.
22. Will comply with Standardized Emergency Management System (SEMS) requirements as
stated in the California Emergency Services Act, Government Code, Chapter 7 of Division
1 of Title 2, Section 8607.1(e) and CCR Title 19, Sections 2445,2446,2447, and 2448.
23. Agrees that all publications created or published with funding under this grant shall
prominently contain the following statement: 'This document was prepared under a grant
from FEMA's Grant Programs Directorate, U.S. Department of Homeland Security. Points
of view or opinions expressed in this document are those of the authors and do not
necessarily represent the official position or policies of FEMA's Grant Programs
Directorate or the U. S. Department of Homeland Security." The recipient also agrees that,
when practicable, any equipment purchased with grant funding shall be prominently
marked as follows: "Purchased with funds provided by the U.S. Department of Homeland
Security. "
24. Acknowledges that DHS/FEMA reserves a royalty-free, nonexclusive, and irrevocable
license to reproduce, publish, or otherwise use, and authorize others to use, for Federal
government purposes: a) the copyright in any work developed under an award or sub-
award; and b) any rights of copyright to which a recipient or sub-recipient purchases
ownership with Federal support.
25. The recipient agrees to consult with DHS/FEMAlCal EMA regarding the allocation of any
patent rights that arise from, or are purchased with, this funding.
26. Has requested through the State of California, Federal financial assistance to be used to
perform eligible work approved in the submitted application for Federal assistance and
FY 09 UASI -GILROY2
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July 1, 2011
after the receipt of Federal financial assistance, through the State of California, agrees to
the following:
a. Promptly return to the State of California all the funds received which exceed the
approved, actual expenditures as accepted by the Federal or State government.
b. In the event the approved amount of the grant is reduced, the reimbursement
applicable to the amount of the reduction will be promptly refunded to the State of
California.
c. Separately account for interest earned on grant funds, and will return all interest
earned, in excess of $100 per Federal Fiscal Year.
27. Will comply with the Intergovernmental Personnel Act of 1970 (42 U.S.C. Sections 4728-
4763) relating to prescribed standards for merit systems for programs funded under one
of the nineteen statutes or regulations specified in Appendix A of OPM's Standards for a
Merit System of Personnel Administration (5 C.F.R. 900, Subpart F).
28. Will comply with provisions of the Hatch Act (5 U.S.C. Sections 1501-1508 and 7324-
7328) which limit the political activities of employees whose principal employment
activities are funded in whole or in part with Federal funds.
29. Will comply, if applicable, with P.L. 93-348 regarding the protection of human subjects
involved in research, development, and related activities supported by this award of
assistance.
30. Will comply, if applicable, with the Laboratory Animal Welfare Act of 1966 (P. L. 89-544,
as amended, 7 U.S.C. 2131 et seq.) pertaining to the care, handling, and treatment of
warm blooded animals held for research, teaching, or other activities supported by this
award of assistance.
31. Will comply with the minimum wage and maximum hour provisions of the Federal Fair
Labor Standards Act (29 U.S.C. 201), as they apply to employees of institutions of higher
education, hospitals, and other non-profit organizations.
32. Will comply, as applicable, with the provisions of the Davis-Bacon Act (40 U.S.C. Section
276a to 276a-7), the Copeland Act (40 U.S.C. Section 276c and 18 U.S.C. Sections 874),
and the Contract Work Hours and Safety Standards Act (40 U.S.C. Sections 327-333),
regarding labor standards for Federally assisted construction sub-agreements.
33. Agrees that:
a. No Federal appropriated funds have been paid or will be paid, by or on behalf of the
undersigned, to any person for influencing or attempting to influence an officer or
employee of any agency, a Member of Congress, an officer or employee of Congress,
or an employee of a Member of Congress in connection with the making of any
Federal grant, the entering into of any cooperative agreement, and the extension,
continuation, renewal, amendment, or modification of any Federal grant or cooperative
agreement.
b. If any other funds than Federal appropriated funds have been paid or will be paid to
any person for influencing or attempting to influence an officer or employee of any
agency, a Member of Congress, an officer or an employee of Congress, or employee
of a Member of Congress in connection with the Federal grant or cooperative
FY 09 UASI -GILROY2
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July 1, 2011
agreement, the undersigned shall complete and submit Standard Form LLL,
"Disclosure of Lobbying Activities," in accordance with its instructions.
c. The undersigned shall require that the language of this certification be included in the
award documents for all sub awards at all tiers including subgrants, contracts under
grants and cooperative agreements, and subcontract(s) and that all sub recipients
shall certify and disclose accordingly.
d. This certification is a material representation of fact upon which reliance was placed
when this transaction was made or entered into. Submission of this certification is a
prerequisite for making or entering into this transaction imposed by section 1352, Title
31, U.S. Code. Any person who fails to file the required certification shall be subject to
a civil penalty of not less than $10,000 and not more than $100,000 for each such
failure.
34. Agrees that equipment acquired or obtained with grant funds:
a. Will be made available pursuant to applicable terms of the California Disaster and Civil
Defense Master Mutual Aid Agreement in consultation with representatives of the
various fire, emergency medical, hazardous materials response services, and law
enforcement agencies within the jurisdiction of the applicant, and deployed with
personnel trained in the use of such equipment in a manner consistent with the
California Law Enforcement Mutual Aid Plan or the California Fire Services and
Rescue Mutual Aid Plan.
b. Is consistent with needs as identified in the State Homeland Security Strategy and will
be deployed in conformance with that Strategy.
35. Agrees that funds awarded under this grant will be used to supplement existing funds for
program activities, and will not supplant (replace) non-Federal funds.
36. Will comply with all applicable Federal statutes, regulations, policies, guidelines and
requirements, including OMB Circulars A102 and A-133, E.O. 12372 and the current
Administrative Requirements, Cost Principles, and Audit Requirements. Will also comply
with Title 28, Code of Federal Regulations, Parts 66 and 70, that govern the application,
acceptance and use of Federal funds for Federally assisted projects.
37. Will comply with Subtitle A, Title II of the Americans with Disabilities Act (ADA) 1990.
38. Agrees to cooperate with any assessments, national evaluation efforts, or information or
data collection requests, including, but not limited to, the provision of any information
required for the assessment or evaluation of any activities within this agreement.
39. Will comply with all provisions of 2 CFR, including: Part 215 Uniform Administrative
Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals,
and Other Non-Profit Organizations (OMB Circular A-110); Part 225 Cost Principles for
State, Local and Indian Tribal Governments (OMB Circular A-87); Part 220 Cost Principles
for Educational Institutions (OMB Circular A-21); Part 230 Cost Principles for Non-Profit
Organizations (OMB Circular A-122).
40. Will comply with Federal Acquisition Regulations (FAR), part 31.2 Contract Cost Principles
and Procedures, Contracts with Commercial Organizations.
FY 09 UASI -GILROY2
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July 1, 2011
41. Will comply with the financial and administrative requirements set forth in the current
edition of the Office of Justice Programs (OJP) Financial Guide and the current DHS
Financial Management Guide.
42. Agrees that all allocations and use of funds under this grant will be in accordance with the
FY 2009 Homeland Security Grant Program Guidance and Application Kit, and the
California Supplement to the FY 2009 Homeland Security Grant Program Guidance and
Application Kit. All allocations and use of funds under this grant will be in accordance with
the Allocations, and use of grant funding must support the goals and objectives included
in the State and/or Urban Area Homeland Security Strategies as well as the investments
identified in the Investment Justifications which were submitted as part of the California
FY2009 Homeland Security Grant Program application. Further, use of FY09 funds is
limited to those investments included in the California FY09 Investment Justifications
submitted to DHS/FEMAlCal EMA and evaluated through the peer review process.
43. Will not make any award or permit any award (subgrant or contract) to any party which is
debarred or suspended or is otherwise excluded from or ineligible for participation in
Federal assistance programs under Executive Order 12549 and 12689, "Debarment and
Suspension".
44. As required by Executive Order 12549, Debarment and Suspension, and implemented at
44 CFR Part 17, for prospective participants in primary covered transactions,
a. The applicant certifies that it and its principals:
i. Are not presently debarred, suspended, proposed for debarment, declared
ineligible, sentenced to a denial of Federal benefits by a State or Federal court,
or voluntarily excluded from covered transactions by any Federal department or
agency.
ii. Have not within a three-year period preceding this application been convicted of
or had a civil judgment rendered against them for commission of fraud or a
criminal offense in connection with obtaining, attempting to obtain, or performing
a public (Federal, State, or local) transaction or contract under a public
transaction; violation of Federal or State antitrust statutes or commission of
embezzlement, theft, forgery, bribery, falsification or destruction of records,
making false statements, or receiving stolen property.
iii. Are not presently indicted for or otherwise criminally or civilly charged by a
governmental entity (Federal, State, or local) with commission of any of the
offenses enumerated in paragraph (1 )(b) of this certification; and have not within
a three-year period preceding this application had one or more public
transactions (Federal, State, or local) terminated for cause or default; and
b. Where the applicant is unable to certify to any of the statements in this certification, he
or she shall attach an explanation to this application.
45. Agrees to comply with the Drug-Free Workplace Act of 1988, and certifies that it will or will
continue to provide a drug-free workplace by:
a. Publishing a statement notifying employees that the unlawful manufacture,
distribution, dispensing, possession, or use of a controlled substance is prohibited in
the grantee's workplace and specifying the actions that will be taken against
employees for violation of such prohibition.
b. Establishing an on-going drug-free awareness program to inform employees about:
i. The dangers of drug abuse in the workplace;
FY 09 UASI -GILROY2
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July 1, 2011
ii. The grantee's policy of maintaining a drug-free workplace;
iii. Any available drug counseling, rehabilitation, and employee assistance
programs; and
iv. The penalties that may be imposed upon employees for drug abuse violations
occurring in the workplace.
c. Making it a requirement that each employee to be engaged in the performance of the
grant be given a copy of the statement required by paragraph (a).
d. Notifying the employee in the statement required by paragraph (a) that, as a condition
of employment under the grant, the employee will:
i. Abide by the terms of the statement; and
ii. Notify the employer in writing of his or her conviction for a violation of a criminal
drug statute occurring in the workplace no later than five calendar days after
such conviction.
e. Notifying the agency, in writing, within 10 calendar days after receiving notice under
subparagraph (d)(2) from an employee or otherwise receiving actual notice of such
conviction. Employers of convicted employees must provide notice, including position
title, to:
Department of Justice, Office of Justice Programs
ATTN: Control Desk
633 Indiana Avenue, N.W.
Washington, D.C. 20531
Notice shall include the identification number(s) of each affected grant.
f. Taking one of the following actions, within 30 calendar days of receiving notice under
subparagraph (d)(2), with respect to any employee who is so convicted.
i. Taking appropriate personnel action against such an employee, up to and
including termination, consistent with the requirements of the Rehabilitation Act
of 1973, as amended; or
ii. Requiring such employee to participate satisfactorily in a drug abuse assistance
or rehabilitation program approved for such purposes by a Federal, State, or
local health, law enforcement, or other appropriate agency.
g. Making a good faith effort to continue to maintain a drug-free workplace through
implementation of paragraphs (a), (b), (c), (d), (e), and (f).
46. Will comply with all applicable requirements of all other Federal laws, executive orders,
regulations, program and administrative requirements, policies and any other
requirements governing this program.
47. Understands that failure to comply with any of the above assurances may result in
suspension, termination, or reduction of grant funds.
FY 09 UASI -GILROY2
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July 1, 2011
The undersigned represents that he/she is authorized by the above named GILROY to enter
into this agreement for and on ~
Signature of Authorized Agent:
Printed Nam~of Authorized ~ge~t~:':o. -:s: ~i~.
Tnle:_G.~ ~ MfI\IY\l ~V Date: ~ t
FY 09 UASI -GILROY2
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July 1, 2011
Appendix C -- Form of Reimbursement Request
REIMBURSEMENT REQUEST
,2011
UASI Management Team
10 Lombard Street, Suite 410
San Francisco, CA 94111
Re: FY 09 UASI Grant Reimbursement Request
Pursuant to Section 3.10 of the Agreement between the City and County of San Francisco and
the City of Gilroy for the Distribution of FY 2009 UASI Regional Funds (the "Agreement"), dated
July 1, 2011, between the City of Gilroy ("GILRQY") and the City and County of San Francisco,
GILROY hereby requests reimbursement as follows:
Total Amount of
Reimbursement
Requested in this $
Req uest:
Maximum Amount of
Funds Specified in
Section 3.2 of the
Agreement: $
Total of All Funds
Disbursed Prior to this
Request: $
GILROY certifies that:
(a) The total amount of funds requested pursuant to this Funding Request will be used
to reimburse GILROY for Authorized Expenditures, which expenditures are set
forth on the attached Schedule 1, to which are attached true and correct copies of
all required documentation of such expenditures.
(b) After giving effect to the disbursement requested pursuant to this Reimbursement
Request, the Funds disbursed as of the date of this disbursement will not exceed the
maximum amount set forth in Section 3.2 of the Agreement, or the not to exceed amounts
specified in Appendix A for specific projects and programs.
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(c) The representations, warranties and certifications made in the Agreement are true
and correct in all material respects as if made on the date hereof, and GILROY is
in compliance with all Grant Assurances in Appendix B;
(d) No Event of Default has occurred and is continuing; and
(e) The undersigned is an officer of GILROY authorized to execute this
Reimbursement Request on behalf of GILROY.
Signature of Authorized Agent:
Printed Name of Authorized Agent:
Title:
Date:
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SCHEDULE 1 TO REQUEST FOR REIMBURSEMENT
The following is an itemized list of Authorized Expenditures for which reimbursement is
requested:
The following are attached as part of this Schedule 1:
(i) An invoice for each item of expenditure for which reimbursement is requested;
(ii) The front and the back of canceled checks or other written evidence documenting the
payment of each invoice;
(iii) For expenditures which are wages or salaries, payroll registers containing a detailed
breakdown of earnings and withholdings, together with both sides of canceled payroll checks
evidencing payment thereof (unless payment has been made electronically).
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