HomeMy WebLinkAboutGrant Agreement TemplateCOMMUNITIES PUTTING PREVENTION TO WORK
GRANT AGREEMENT NUMBER NUMBER BETWEEN
THE SAN DIEGO ASSOCIATION OF GOVERNMENTS
AND
GRANTEE NAME
REGARDING PROJECT NAME
This Grant Agreement Number Number ("Agreement") is made this day day of Month, Year, by
and between the San Diego Association of Governments (hereinafter referred to as "SANDAG"), 401 B
Street, Suite 800, San Diego, California, 92101, and Grantee Name, Address, City, ST, ZIP, (hereinafter
referred to as "Grantee").
The following recitals are a substantive part of this Agreement:
A. Communities Putting Prevention to Work (CPPW) is a program of the County of San Diego
Health and Human Services Agency (HHSA) funded by the federal Centers for Disease Control
and Prevention through the American Recovery and Reinvestment Act (ARRA).
B. The goal of the CPPW program is to expand the use of evidence -based strategies and programs
to address obesity rates, physical inactivity, and poor nutrition in the San Diego Region.
C. SANDAG is partnering with HHSA to implement initiatives relating to transportation and land use
planning and policy in the San Diego Region, including the Healthy Communities Campaign and
Safe Routes to School implementation, which will provide the following four pass -through grant
programs for local planning and implementation projects: Healthy Community Planning Grant
Program, Active Community Transportation Grant Program, Safe Routes to School Capacity
Building and Planning Grant Program and the Safe Routes to School Education, Encouragement
and Enforcement Grant Program.
D. In December 2010 SANDAG issued a call for projects for grant applicants in San Diego County
wishing to apply for a portion of the CPPW funds for use on planning and implementation projects
meeting certain criteria under the four pass -through grant programs.
E. Grantee successfully applied for CPPW funds for the following project: Enter Project Name
(hereinafter referred to as the "Project").
F. The purpose of this Agreement is to establish the terms and conditions for SANDAG to provide
Grantee with funding to implement the Project.
G. Although SANDAG will be providing financial assistance to Grantee to support the Project,
SANDAG will not be responsible for Project implementation or hold any substantial control of the
Project.
NOW, THEREFORE, it is agreed as follows:
CPPW Call for Projects 2011=2012
Grantee Name:
Section 1. Definitions
Grant No.:
A. Application. The signed and dated grant application, including any amendment thereto, with all
explanatory, supporting, and supplementary documents filed with SANDAG by or on behalf of the
Grantee and accepted or approved by SANDAG. All of Grantee's application materials, not in
conflict with this Agreement, are hereby incorporated into this Agreement as though fully set forth
herein.
B. Agreement. This Grant Agreement, together with all attachments hereto, which are hereby
incorporated into this Agreement and contain additional terms and conditions that are binding
upon the parties.
C. Approval, Authorization, Concurrence, Waiver. A written statement (transmitted in written hard
copy or electronically) of a SANDAG official authorized to permit the Grantee to take or omit an
action required by Agreement, which action may not be taken or omitted without such permission.
Except to the extent that SANDAG determines otherwise in writing, such approval, authorization,
concurrence, or waiver permitting the performance or omission of a specific action does not
constitute permission to perform or omit other similar actions. An oral permission or interpretation
has no legal force or effect PLEASE'
OW (See also Notice to Proceed, below at paragra
in this Section 1.)
D. Approved Project Budget. The most recent statement of the costs of the Project, the maximum
amount of assistance from SANDAG for which the Grantee is currently eligible, the specific tasks
(including specific contingencies) covered, and the estimated cost of each task that has been
approved by SANDAG. The approved Project budget, scope of work, and schedule is attached
hereto as Attachment A.
E. CPPW Assistance. Funding for the CPPW's four pass -through grant programs.
F. Grantee. The entity that is the recipient of CPPW Assistance under this Agreement. If the
Grantee enters into agreements with other parties to assist with the implementation of the Project,
each participant in, member of, or party to that agreement is deemed a "Sub -Grantee" and for
purposes of compliance with applicable requirements of this Agreement for its Project will be
treated as a Grantee.
G.
Maximum Percentage of SANDAG Participation. Grantee submitted an application and was
evaluated based on its representation that it would provide matching funds for the Project.
Grantee agrees to provide Enter Percentage percent or $Enter Dollar Amount of the approved
Project budget as matching funds from resources other than the CPPW Assistance. Therefore,
the maximum percentage that SANDAG will pay Grantee for amounts invoiced under this
Agreement is Enter Percentage percent or $Enter Dollar Amount, whichever is the lesser of these
two amounts.
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Grantee Name: Grant No.:
H. Maximum SANDAG Contribution. Grantee submitted an application and was evaluated based
on its representation that it would abide by a budget for the Project, which has been finalized and
is attached to this Agreement as the approved Project budget (Attachment A). Based on the
approved Project budget, the maximum amount of CPPW Assistance SANDAG will pay to
Grantee for amounts invoiced under this Agreement is $Enter Maximum Dollar Amount or Enter
Maximum Percentage percent of the approved Project budget, whichever is the lesser of these
two amounts.
Notice to Proceed means a written notice from SANDAG issued to the Grantee authorizing the
Grantee to proceed with all or a portion of the work described in the scope of work. Grantee shall
not proceed with the work and shall not be eligible to receive payment for work performed prior to
SANDAG's issuance of a notice to proceed.
J. Sub -Grantee. Any Grantee or consultant, at any tier, paid directly or indirectly with funds flowing
from this Agreement for the Project.
Section 2. Project Implementation
A. General. The Grantee agrees to carry out the Project as follows:
1. Project Description. Grantee agrees to perform the work as described in the project
description/scope of work attached as Attachment A.
2. Effective Date. The effective date of this Agreement or any amendment hereto is the
date on which this Agreement or an amendment is fully executed. SANDAG authorizes
Grantee to begin working on the Project, and Grantee agrees to undertake Project work,
promptly after receiving a notice to proceed from SANDAG, notwithstanding the effective
date of this Agreement.
3. Grantee's Capacity. The Grantee agrees to maintain or acquire sufficient legal,
financial, technical, and managerial capacity to: (a) plan, manage, and complete the
Project and provide for the use of any Project property; (b) carry out the safety and
security aspects of the Project; and (c) comply with the terms of this Agreement and all
applicable laws, regulations, and policies pertaining to the Project and the Grantee..
4. Project Schedule. The Grantee agrees to complete the Project according to the Project
schedule attached hereto as Attachment A and in compliance with the Use It or Lose It
policy attached hereto as Attachment B. SAN DAG Board Policy No. 035 does not apply
to the CPPW Program, including this Agreement.
5. Project Implementation and Oversight. Grantee agrees to comply with the Project
implementation and oversight requirements attached hereto as Attachment C.
Additionally, if Grantee hires a consultant other than on -call consultants provided by
SANDAG to carry out professional services funded under this Agreement, Grantee shall:
prepare an independent cost estimate (ICE) prior to soliciting proposals, publicly
advertise for competing proposals for the work, use cost as an evaluation factor in
selecting the consultant, document a record of negotiation (RON) establishing that the
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Grantee Name: Grant No.:
amount paid by Grantee for the consultant services is fair and reasonable, and pass
through the relevant obligations in this Agreement to the consultant.
6. Work with On -Call Consultants Arranged by SANDAG. Grantee has elected to
work with (fill in name of consultant(s)), arranged by SANDAG on an on -call
basis to assist Grantee in completing the Project. SANDAG will pay on -call
consultants directly from grant funds awarded to Grantee, upon approval of
consultant's invoice by the Grantee and SANDAG.
7. Changes to Project Composition. This Agreement was awarded to Grantee based
on the application submitted by Grantee, which contained representations by Grantee
regarding the proposed scope of work, and other criteria relevant to evaluating and
ranking the Project based on SANDAG's grant evaluation criteria ("project justification").
Any substantive deviation from Grantee's representations in the project justification
during project implementation may require reevaluation or result in loss of funding. If
Grantee knows or should know that substantive changes in the project justification have
occurred or will occur, Grantee will immediately notify SANDAG. SANDAG will then
determine whether the Project is still consistent with the overall objectives of the CPPW
Program and that the changes would not have negatively affected the Project ranking
during the grant application process. SANDAG reserves the right to have CPPW
Assistance withheld or refunded due to substantive changes to the project justification.
See Section 9; paragraph F of this Agreement regarding amendments to the scope of
work.
B. Significant Participation by a Sub -Grantee. Although the Grantee may delegate any or almost
all Project responsibilities to one or more sub -grantees, the Grantee agrees that it, rather than
any sub -grantee, is ultimately responsible for compliance with all applicable laws, regulations,
and this Agreement, including the requirement that Grantee's Project must be completed by
February 1, 2012.
C. Grantee's Responsibility to Extend Agreement Requirements to Other Entities
1. Entities Affected. If an entity other than the Grantee is expected to fulfill any
responsibilities typically performed by the Grantee, the Grantee agrees to assure that the
entity carries out the Grantee's responsibilities as set forth in this Agreement, including
the requirement that Grantee's Project must be completed by February 1, 2012.
2. Documents Affected. The applicability provisions of laws, regulations, and policies
determine the extent to which those provisions affect an entity (such as a sub -grantee)
participating in the Project through the Grantee. Thus, the Grantee agrees to use a
written document to ensure that each entity participating in the Project complies with
applicable laws, regulations, and policies.
a. Required Clauses. The Grantee agrees to use a written document (such as a
subagreement, lease, third -party contract, or other), including all appropriate
clauses stating the entity's responsibilities under applicable laws, regulations, or
policies, including, but not limited to, the pass -through provisions outlined in
Attachment E to this Agreement.
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Grantee Name: Grant No.:
b. Flowdown. The Grantee agrees to include in each document (sub -agreement,
lease, third -party contract, or other) any necessary provisions requiring the
Project participant (third -party Grantee, sub -grantee, or other) to impose
applicable laws, Agreement requirements and directives on its sub -grantees,
lessees, third -party Grantees, and other Project participants at the lowest tier
necessary.
D. No SANDAG Obligations to Third Parties. In connection with the Project, the Grantee agrees
that SANDAG shall not be subject to any obligations or liabilities to any sub -grantee, lessee, third -
party Grantee, or other person or entity that is not a party to this Agreement for the Project, other
than making payments(s), from the Grantee's award, to on -call consultants arranged through
SANDAG, if applicable, subject to SANDAG's receipt and approval of on -call consultant invoices
consistent with Section 5, below.
E. Changes in Project Performance. The Grantee agrees to notify SANDAG immediately, in
writing, of any change in local law, conditions (including its legal, financial, or technical capacity),
or any other event that may adversely affect the Grantee's ability to perform the Project in
accordance with the terms of this Agreement. The Grantee also agrees to notify SANDAG
immediately, in writing, of any current or prospective major dispute, breach, default, or litigation
that may adversely affect SANDAG's interests in the Project and agrees to inform SANDAG, also
in writing, before naming SANDAG as a party to litigation for any reason, in any forum. At a
minimum, the Grantee agrees to send each notice to SANDAG required by this subsection to
SANDAG's Office of General Counsel. Grantee further agrees to comply with the Use It or Lose It
policy attached hereto as Attachment B.
F. Standard of Care. The Grantee expressly warrants that the work to be performed pursuant to
this Agreement shall be performed in accordance with the applicable standard of care. Where
approval by SANDAG, the Executive Director, or other representative of SANDAG is indicated in
the scope of work, it is understood to be conceptual approval only and does not relieve the
Grantee of responsibility for complying with all laws, codes, industry standards, and liability for
damages caused by negligent acts, errors, omissions, noncompliance with industry standards, or
the willful misconduct of the Grantee or its sub -grantees.
Section 3. Ethics
A. Grantee Code of Conduct/Standards of Conduct. The Grantee agrees to maintain a written
code of conduct or standards of conduct that shall govern the actions of its officers, employees,
council or board members, or agents engaged in the award or administration of subagreements,
leases, or third -party contracts supported with CPPW Assistance. The Grantee agrees that its
code of conduct or standards of conduct shall specify that its officers, employees, council or
board members, or agents may neither solicit nor accept gratuities, favors, or anything of
monetary value from any present or potential sub -grantee, lessee, or third -party Grantee at any
tier or agent thereof. Such a conflict would arise when an employee, officer, council or board
member, or agent, including any member of his or her immediate family, partner, or organization
that employs or intends to employ, any of the parties listed herein has a financial interest in the
entity selected for award. The Grantee may set de minimis rules where the financial interest is not
substantial or the gift is an unsolicited item of nominal intrinsic value. The Grantee agrees that its
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Grantee Name: Grant No.:
code of conduct or standards of conduct also shall prohibit its officers, employees, council or
board members, or agents from using their respective positions in a manner that presents a real
or apparent personal or organizational conflict of interest or personal gain. As permitted by state
or local law or regulations, the Grantee agrees that its code of conduct or standards of conduct
shall include penalties, sanctions, or other disciplinary actions for violations by its officers,
employees, council or board members, or their agents or its third -party Grantees or sub -grantees
or their agents.
3. Personal Conflicts of Interest. The Grantee agrees that its code of conduct or
standards of conduct shall prohibit the Grantee's employees, officers, council or board
members, or agents from participating in the selection, award, or administration of any
third -party contract or subagreement supported by CPPW Assistance if a real or apparent
conflict of interest would be involved. Such a conflict would arise when an employee,
officer, board member, or agent, including any member of his or her immediate family,
partner, or organization that employs or intends to employ, any of the parties listed herein
has a financial interest in the firm selected for award.
4. Organizational Conflicts of Interest. The Grantee agrees that its code of conduct or
standards of conduct shall include procedures for identifying and preventing real and
apparent organizational conflicts of interest. An organizational conflict of interest exists
when the nature of the work to be performed under a proposed third -party contract or
subagreement may, without some restrictions on future activities, result in an unfair
competitive advantage to the third -party Grantee or sub -grantee or impair its objectivity in
performing the contract work.
B. SANDAG Code of Conduct. SANDAG has established policies concerning potential conflicts of
interest. These policies apply to Grantee. For all awards by SANDAG, any practices which might
result in unlawful activity are prohibited, including, but not limited to, rebates, kickbacks, or other
unlawful considerations. SANDAG staff are specifically prohibited from participating in the
selection process when those staff have a close personal relationship, family relationship, or past
(within the last twelve [12] months), present, or potential business or employment relationship
with a person or business entity seeking a contract. It is unlawful for any contract to be made by
SANDAG if any individual board member or staff has a prohibited financial interest in the contract.
Staff also is prohibited from soliciting or accepting gratuities from any organization seeking
funding from SANDAG. SANDAG's officers, employees, agents, and council or board members
shall not solicit or accept gifts, gratuities, favors, or anything of monetary value from consultants,
potential consultants, or parties to subagreements. By signing this Agreement, Grantee affirms
that it has no knowledge of an ethical violation by SANDAG staff or Grantee. If Grantee has any
reason to believe a conflict of interest exists with regard to this Agreement or the Project, it should
notify the SANDAG Office of General Counsel immediately.
C. Bonus or Commission. The Grantee affirms that it has not paid, and agrees not to pay, any
bonus or commission to obtain approval of its CPPW Assistance application for the Project.
D. False or Fraudulent Statements or Claims. The Grantee acknowledges and agrees that by
executing this Agreement for the Project, the Grantee certifies or affirms the truthfulness and
accuracy of each statement it has made, it makes, or it may make in connection with the Project.
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Grantee Name: Grant No.:
Section 4. Approved Project Budget
Except to the extent that SANDAG determines otherwise in writing, the Grantee agrees as follows: The
Grantee and SANDAG have agreed to a Project budget that is designated the "approved Project budget."
The Grantee will incur obligations and make disbursements of Project funds only as authorized by the
approved Project budget. An amendment to the approved Project budget requires the issuance of a
formal amendment to this Agreement, except that re -allocation of funds among budget items or fiscal
years that does not increase the total amount of the CPPW Assistance awarded for the Project may be
made consistent with applicable laws, regulations, and policies. Prior SANDAG approval is required for
transfers of funds between approved Project budget categories; approval will not be unreasonably
withheld.
Section 5. Payments
A. Funding Commitment. The Grantee agrees that SANDAG's maximum commitment for Project
costs will not exceed the maximum SANDAG contribution of $Enter Maximum Amount. The
responsibility of SANDAG to make payments under this Agreement is limited to the amounts
listed in the approved Project budget for the Project. Within thirty (30) days of notification to the
Grantee that specific amounts are owed to SANDAG, whether for excess payments of CPPW
Assistance, failure to comply with the Use It or Lose It policy (Attachment B), disallowed costs, or
funds recovered from third parties or elsewhere, the Grantee agrees to remit the owed amounts
to SANDAG, including applicable interest, penalties, and administrative charges.
B. SANDAG Payment to Grantee. If Grantee staff costs are designated in the approved Project
Budget, SANDAG shall pay Grantee, following receipt and approval of an invoice accompanied
by documentation of expenses, including the matching portion, if applicable, incurred on the
Project. A sample invoice form is attached hereto as Attachment D. Upon receiving a request for
payment and adequate supporting information, SANDAG will make payment for eligible amounts
to Grantee within thirty (30) days if Grantee has complied with the requirements of this
Agreement, has satisfied SANDAG that the CPPW Assistance requested is needed for Project
purposes in that requisition period, and is making adequate progress toward Project completion.
After the Grantee has demonstrated satisfactory compliance with the preceding requirements,
SANDAG will reimburse the Grantee's apparent allowable costs incurred consistent with the
approved Project budget for the Project. SANDAG shall retain ten percent (10%) from the
amounts invoiced until satisfactory completion of work. SANDAG shall promptly pay retention
amounts to Grantee following Grantee's satisfactory completion of work, receipt of Grantee's final
invoice, and all required documentation.
C. Payment by SANDAG to On -Call Consultant. If Grantee is utilizing on -call consultant
assistance arranged by SANDAG, the on -call consultant will submit invoices to Grantee for
approval. Grantee will then submit approved on -call consultant invoices to SANDAG for payment.
SANDAG will review Grantee's approved on -call consultant invoices, and if satisfactory, SANDAG
will pay on -call consultants directly consistent with the conditions outlined in Section 5. B.
"Payment by SANDAG to Grantee." Grantee understands that on -call consultant invoices, if
satisfactory to SANDAG, will be paid from CPPW Assistance awarded to Grantee.
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Grantee Name: Grant No.:
D. Costs Reimbursed. The Grantee agrees that Project costs eligible for CPPW Assistance must
comply with all the following requirements. Except to the extent that SANDAG determines
otherwise, in writing, to be eligible for reimbursement, Project costs, including matching funds,
must be:
5. Consistent with the Project scope of work, the approved Project budget, and other
provisions of this Agreement;
6. Necessary in order to accomplish the Project;
7. Reasonable for the goods or services purchased, as evidenced by the Grantee's
independent cost estimate for the goods/services at issue, along with a record of
negotiation with a vendor/supplier;
8. Actual net costs to the Grantee (i.e., the price paid minus any refunds, rebates, or other
items of value received by the Grantee that have the effect of reducing the cost actually
incurred, excluding program income);
9. Incurred for work performed after the effective date of this Agreement and following
Grantee's receipt of a notice to proceed from SANDAG;
10. Satisfactorily documented;
11. Treated consistently in accordance with accounting principles and procedures approved
by SANDAG for the Grantee (see Section 6. Accounting Records) and with accounting
principles and procedures approved by the Grantee for its third -party Grantees and sub -
grantees;
12. Eligible for CPPW Assistance; and
13. Expended allowable indirect costs, including overhead, only if the Grantee has an
approved indirect cost allocation plan and prior written approval has been obtained from
SANDAG.
E. Excluded Costs. In determining the amount of CPPW Assistance SANDAG will provide for the
Project, SANDAG will exclude:
14. Any Project cost incurred by the Grantee before the effective date of this Agreement or
Amendment thereto or before SANDAG issues a Notice to Proceed;
15. Any cost that is not included in the latest approved Project budget;
16. Any cost for Project property or services received in connection with a subagreement,
lease, third -party contract, or other arrangement that is required to be, but has not been,
concurred in or approved in writing by SANDAG; and
17. Any cost ineligible for SANDAG participation as provided by applicable laws, regulations,
or policies.
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Grantee Name: Grant No.:
The Grantee understands and agrees that payment to the Grantee for any Project cost does not
constitute a final decision by SANDAG about whether that cost is allowable and eligible for
payment under the Project and does not constitute a waiver of any violation by the Grantee of the
terms of this Agreement for the Project. The Grantee acknowledges that SANDAG will not make a
final determination about the allowability and eligibility of any cost until the final payment has been
made on the Project. If SANDAG determines that the Grantee is not entitled to receive any
portion of the CPPW Assistance requested or paid, SANDAG will notify the Grantee in writing,
stating its reasons. The Grantee agrees that Project closeout will not alter the Grantee's
responsibility to return any funds due SANDAG as a result of later refunds, corrections, or other
similar transactions, nor will Project closeout alter the right by SANDAG to disallow costs and
recover funds provided for the Project on the basis of a later audit or other review.
[Include the following three sections only if matching funds are proposed in the application. IF
matching funds are included in the approved Project budget, please be certain that the match
fund payments are indicated on a proportionate basis throughout the Project schedule.]
F. Duty to Obtain Matching Funds. The Grantee agrees to provide sufficient funds or approved in -
kind contributions, together with the CPPW Assistance awarded, that will assure payment of the
actual cost of each Project activity covered by this Agreement for the Project. The amount of
matching funds and/or percentage(s) of matching funds, and/or in -kind contributions Grantee
shall provide are set forth in the approved Project budget. The Grantee agrees to complete all
proceedings necessary to provide its share of the Project costs at or before the time the matching
funds are needed for Project costs.
G. Maximum Percentage of SANDAG Participation. Upon receipt of an invoice from Grantee
documenting Grantee's incurred and eligible expenses, SANDAG agrees to pay its maximum
percentage/amount of SANDAG participation based on the invoiced amount.
H. Reduction of Matching Funds. The Grantee agrees that no refund or reduction of the amount of
matching funds, or the value of in -kind contributions may be made unless, at the same time, a
reduction of the proportional amount of the CPPW Assistance provided is made to SANDAG in
order to maintain the ratio or percentage of SANDAG participation.
Section 6. Accounting Records
In compliance with applicable laws, regulations, and policies, the Grantee agrees as follows:
A. Project Accounts. The Grantee agrees to establish and maintain for the Project either a
separate set of accounts or separate accounts within the framework of an established accounting
system that can be identified with the Project. The Grantee also agrees to maintain all checks,
payrolls, invoices, contracts, vouchers, orders, or other accounting documents related in whole or
in part to the Project so that they may be clearly identified, readily accessible, and available to
SANDAG upon request and, to the extent feasible, kept separate from documents not related to
the Project.
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Grantee Name: Grant No.:
B. Documentation of Project Costs and Program Income. Except to the extent that SANDAG
determines otherwise, in writing, the Grantee agrees to support all costs charged to the Project,
including any approved services or property contributed by the Grantee or others, with properly
executed payrolls, time records, invoices, contracts, or vouchers describing in detail the nature
and propriety of the charges, including adequate records to support the costs the Grantee has
incurred underlying any payment in which SANDAG has agreed to participate.
Section 7. Reporting, Record Retention, and Access
A. Types of Reports. The Grantee agrees to submit to SAN DAG all reports required by laws and
regulations, policies, this Agreement, and any other reports SANDAG may specify.
B. Report Formats. The Grantee agrees that all reports and other documents or information
intended for public availability developed in the course of the Project and required to be submitted
to SANDAG must be prepared and submitted in electronic and or written hard copy formats as
SANDAG may specify. SANDAG reserves the right to specify that records be submitted in
particular formats.
C. Record Retention. During the course of the Project and for three (3) years thereafter from the
date of transmission of the final expenditure report, the Grantee agrees to maintain (intact and
readily accessible) all data, documents, reports, records, contracts, and supporting materials
relating to the Project as SANDAG may require.
D. Access to Records of Grantees and Sub -Grantees. The Grantee agrees to permit, and require
its sub -grantees to permit, SANDAG or its authorized representatives, upon request, to inspect all
Project work, materials, payrolls, and other data and to audit the books, records, and accounts of
the Grantee and its sub -grantees pertaining to the Project.
E. Project Closeout. The Grantee agrees that Project closeout does not alter the reporting and
record retention requirements of this Agreement.
Section 8. Project Completion, Audit, Settlement, and Closeout
A. Project Completion. Grantee's Project must be completed by February 1, 2012. Within thirty
(30) calendar days following Project completion or termination by SANDAG, the Grantee agrees
to submit a final certification of Project expenses and final reports, as applicable.
B. Project Closeout. Project closeout occurs when SANDAG notifies the Grantee that SANDAG
has closed the Project and either forwards the final CPPW Assistance payment or acknowledges
that the Grantee has remitted the proper refund to SANDAG. The Grantee agrees that Project
closeout by SANDAG does not invalidate any continuing requirements imposed by this
Agreement or any unmet requirements set forth in a written notification from SANDAG. All
payments made to the Grantee shall be subject to review for compliance by SANDAG with the
requirements of this Agreement and may be subject to an audit upon completion of the Project. If
Grantee uses CPPW Assistance for indirect costs, any final audit, if performed, will include an
indirect cost audit as well.
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Grantee Name: Grant No.:
Section 9. Timely Progress and Right of SANDAG to Terminate
A. Grantee shall make diligent and timely progress toward completion of the Project within the
timelines set forth in the Project schedule (Attachment A). If timely progress is not achieved,
SANDAG may review the status of the Project to determine if the funds should be reallocated to
another eligible project, as per the Use It or Lose It policy (Attachment B). Grantee understands
and agrees that any failure to make reasonable progress on the Project or violation of this
Agreement that endangers substantial performance of the Project shall provide sufficient grounds
for SANDAG to terminate this Agreement for the Project.
B. In the event Grantee encounters difficulty in meeting the Project schedule or anticipates difficulty
in complying with the Project schedule, the Grantee shall immediately notify the SANDAG project
manager in writing and shall provide pertinent details, including the reason(s) for the delay in
performance and the date by which Grantee expects to complete performance or delivery. This
notification shall be informational in character only, and receipt of it shall not be construed as a
waiver by SANDAG of a project delivery schedule or date or any rights or remedies provided by
this Agreement, including the Use It or Lose It policy, (Attachment B).
C. Upon written notice, the Grantee agrees that SANDAG may suspend or terminate all or any part
of the CPPW Assistance to be provided for the Project if the Grantee has violated the terms of
this Agreement or if SANDAG determines that the purposes of the laws or policies authorizing the
Project would not be adequately served by the continuation of CPPW Assistance for the Project.
D. In general, termination of CPPW Assistance for the Project will not invalidate obligations properly
incurred by the Grantee before the termination date to the extent those obligations cannot be
canceled. If, however, SANDAG determines that the Grantee has willfully misused CPPW
Assistance by failing to make adequate progress or failing to comply with the terms of this
Agreement, SANDAG reserves the right to require the Grantee to refund the entire amount of
CPPW Assistance provided for the Project or any lesser amount as SANDAG may determine.
E. Expiration of any Project time period established in the Project schedule will not, by itself,
automatically constitute an expiration or termination of this Agreement for the Project, however,
Grantee must request and SANDAG must agree to amend this Agreement in writing if the Project
schedule will not be met. An amendment to the Project schedule may be made at SANDAG's
discretion if Grantee's request is consistent with the provisions of the Use It or Lose It policy
(Attachment B).
F. The grant was awarded based on the application submitted by Grantee with the intention that the
awarded funds would be used to implement the Project as described in the scope of work
(Attachment A). Any substantive deviation from the scope of work must be approved by SANDAG
if grant funds are to be used for such changes. If Grantee believes substantive changes need to
be made to the Project, Grantee will immediately notify SANDAG. SANDAG will then determine
whether the Project is still consistent with the overall objectives of the CPPW Program and that
the changes would not have negatively affected the Project ranking during the grant application
process. SANDAG reserves the right to have CPPW Assistance withheld or refunded due to
substantive Project changes.
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Grantee Name: Grant No.:
Section 10. Disputes and Venue
A. Choice of Law. This Agreement shall be interpreted in accordance with the laws of the State of
California.
B. Dispute Resolution Process. In the event Grantee has a dispute with SANDAG during the
performance of this Agreement, Grantee shall continue to perform unless SANDAG informs
Grantee in writing to cease performance. The dispute resolution process for disputes arising
under this Agreement shall be as follows:
18. Grantee shall submit a statement of the grounds for the dispute, including all pertinent
dates, names of persons involved, and supporting documentation, to SANDAG's project
manager. The project manager and other appropriate SANDAG staff will review the
documentation in a timely manner and reply to Grantee within twenty (20) days. Upon
receipt of an adverse decision by SANDAG, Grantee may submit a request for
reconsideration to SANDAG's Executive Director. The request for reconsideration must
be received within ten (10) days from the postmark date of the reply from SANDAG. The
Executive Director will respond to the request for reconsideration within ten (10) working
days. The decision of the Executive Director will be in writing.
19. If Grantee is dissatisfied with the results following exhaustion of the above dispute
resolution procedures, Grantee shall make a written request to SANDAG for appeal to
the SANDAG Regional Planning Committee. SANDAG shall respond to a request for
mediation within thirty (30) calendar days. The decision of the Regional Planning
Committee shall be final.
C. Venue. If any action is brought to interpret or enforce any term of this Agreement, the action shall
be brought in a state or federal court situated in the County of San Diego, State of California. In
the event of any such litigation between the parties, the prevailing party shall be entitled to
recover all reasonable costs incurred, including reasonable attorneys fees, litigation and
collection expenses, witness fees, and court costs as determined by the court.
Section 11. Assignment
The Grantee agrees that Grantee shall not assign, sublet, or transfer (whether by assignment or novation)
this Agreement or any rights under or interest in this Agreement. However, claims for money due to
Grantee from SANDAG under this Agreement may be assigned to a bank, trust company or other
financial institution without such approval. Notice of such assignment or transfer shall be promptly
furnished to SANDAG in writing.
Section 12. Project Manager
The Grantee has assigned Enter Grantee Project Manager Name as the project manager for the Project.
Project manager continuity and experience is deemed essential in Grantee's ability to carry out the
Project in accordance with the terms of this Agreement. Grantee shall not change the project manager
without notice to SANDAG.
12
Grantee Name: Grant No.:
Section 13. Insurance
Grantee shall procure and maintain during the period of performance of this Agreement, and for twelve
(12) months following completion, policies of insurance from insurance companies authorized to do
business in the State of California or the equivalent types and amounts of self-insurance, as follows:
A. General Liability. Combined single limit of $1,000,000 per occurrence and $2,000,000 general
aggregate for personal and bodily injury, including death, and broad form property. damage. The
policy must include an acceptable "Waiver of Transfer Rights of Recovery Against Others
Endorsement," naming SANDAG as an additional insured. A deductible or retention may be
utilized, subject to approval by SANDAG.
B. Automobile Liability. For personal and bodily injury, including death, and property damage in an
amount not less than $1,000,000. The policy must include an acceptable "Waiver of Right to
Recover From Others Endorsement," naming SANDAG as an additional insured.
C. Workers' Compensation and Employer's Liability. Policy must comply with the laws of the State of
California. The policy must include an acceptable "Waiver of Right to Recover From Others
Endorsement," naming SANDAG as an additional insured.
D. Other Requirements. Grantee shall furnish satisfactory proof by one or more certificates (original
copies) that it has the foregoing insurance. The insurance shall be provided by an acceptable
insurance provider, as determined by SANDAG, which satisfies the following minimum
requirements:
20. An insurance carrier qualified to do business in California and maintaining an agent for
service of process within the state. Such insurance carrier shall maintain a current A.M.
Best rating classification of "A-" or better and a financial size of "$10 million to $24 million
(Class V) or better,"
or
21. A Lloyds of London program provided by syndicates of Lloyds of London and other
London insurance carriers, providing all participants are qualified to do business in
California and the policy provides for an agent for service of process in California.
E. Certificates of insurance shall be filed with SANDAG. These policies shall be primary insurance
as to SANDAG so that any other coverage held by SANDAG shall not contribute to any loss
under Grantee's insurance. Each insurance policy shall contain a clause which provides that the
policy may not be canceled without first giving thirty (30) days' advance written notice to
SANDAG. For purposes of this notice requirement, any material change in the policy prior to its
expiration shall be considered a cancellation.
13
Grantee Name: Grant No.:
Section 14. Indemnification and Duty to Defend
With regard to any claim, protest, or litigation arising from or related to the Grantee's performance in
connection with or incidental to the Project or this Agreement, Grantee agrees to defend, indemnify,
protect, and hold SANDAG and its agents, officers, council or board members, and employees harmless
from and against any and all claims asserted or liability established for damages or injuries to any person
or property, including injury to the Grantee's or its sub -grantees' employees, agents, or officers which
arise from or are connected with or are caused or claimed to be caused by the negligent, reckless, or
willful acts or omissions of the Grantee and its sub -grantees and their agents, officers, or employees, in
performing the work or services herein, and all expenses of investigating and defending against same,
including attorney fees and costs, provided, however, that the Grantee's duty to indemnify and hold
harmless shall not include any claims or liability arising from the established sole negligence or willful
misconduct of SANDAG, its agents, officers, or employees.
Section 15. Relationship of Parties
For purposes of this Agreement, the relationship of the parties is that of independent entities and not as
agents of each other or as joint venturers or partners. The parties shall maintain sole and exclusive
control over their personnel, agents, consultants, and operations.
Section 16. CPPW Program Pass -Through Contract Provisions
The American Recovery & Reinvestment Act of 2009 (ARRA) project titled Communities Putting
Prevention to Work No. 1 U58DP002496-01 (the "Grant") was initially awarded to the County of San Diego
("County"). The County awarded a portion of the Grant funds to SANDAG. The County and SANDAG
entered into an agreement outlining the terms and conditions under which SANDAG may spend its
portion of the Grant funds (County-SANDAG Agreement) (County's Reference No. 532637 and
SANDAG's Reference No. 5001467).
SANDAG and the Grantees awarded CPPW Assistance are subject to certain pass -through contract
provisions in the County-SANDAG Agreement, described in Attachment E, attached hereto and
incorporated herein by this reference. By signing this Agreement, Grantee agrees to comply with the
pass -through contract provisions set out in Attachment E. If the terms of this Agreement conflict with a
term of the County-SANDAG Agreement, the County-SANDAG Agreement term shall take precedence
over this Agreement's terms.
Section 17. Severability and Integration
If any provision of this Agreement is determined invalid, the remainder of that Agreement shall not be
affected if that remainder would continue to conform to the requirements of applicable laws or regulations.
This Agreement represents the entire understanding of SANDAG and Grantee as to those matters
contained in it. No prior oral or written understanding shall be of any force or effect with respect to those
matters covered hereunder. This Agreement may not be modified or altered except in writing, signed by
SANDAG and the Grantee.
14
Grantee Name: Grant No.:
Section 18. Notice
Any notice or instrument required to be given or delivered by this Agreement may be given or delivered
by depositing the same in any United States Post Office, registered or certified, postage prepaid,
addressed to:
San Diego Association of Governments
401 B Street, Suite 800
San Diego, CA 92101
Attn: CPPW Program Manager
Grantee: GRANTEE NAME
GRANTEE STREET ADDRESS
GRANTEE CITY, STATE, ZIP
Attn: GRANTEE PROJECT MANAGER NAME
and shall be effective upon receipt thereof.
Section 19. Signatures
The individuals executing this Agreement represent and warrant that they have the legal capacity and
authority to do so on behalf of their respective legal entities.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date written above.
SAN DIEGO ASSOCIATION GRANTEE NAME
OF GOVERNMENTS TAX ID: GRANTEE TAX ID
GARY L. GALLEGOS GRANTEE SIGNATORY NAME
Executive Director SIGNATORY TITLE
APPROVED AS TO FORM:
JULIA COLEMAN GRANTEE LEGAL COUNSEL
Associate Legal Counsel LEGAL COUNSEL TITLE
15
Grantee Name:
Grant No.:
ATTACHMENT A
APPROVED PROJECT BUDGET, SCOPE OF WORK, AND PROJECT SCHEDULE
INSERT SCOPE OF WORK, PROJECT SCHEDULE, PROJECT BUDGET
Task
Deliverable
Start
Date
End
Date
Budget
Amount for
Grantee
(staff and
direct costs
combined)
Budget
Amount for
Consultant
Services
(staff and
direct costs
combined)
Matching
Funds /
In Kind
Amount
Total
Budget
Amount by
Task
1.
$
$
$
$
2.
$
$
$
$
3.
$
$
$
$
4.
$
$
$
$
TOTAL
$
$
$
$
Please note all projects must be completed by February 1, 2012. Grantees are responsible for their timely compliance with all reporting
requirements outlined in this Agreement.
16
Grantee Name: Grant No.:
ATTACHMENT B
USE IT OR LOSE IT POLICY
Project Milestone and Completion Deadlines
1.1. This policy applies to all Communities Putting Prevention to Work (CPPW) grant funds. By
signing a grant agreement under the CPPW Program, grant recipients agree to the following
project delivery objectives.
The Project must be completed according to the schedule provided in the grant agreement, but
at the latest, the Project must be complete within ten months following grant agreement
signature or February 1, 2012, whichever comes first. Failure to meet this deadline may result
in revocation of all grant funds not already expended.
1.2. Grant funds made available as a result of this process may be awarded to the next project on
the recommended project priority list from the most recent project selection process, at
SANDAG's discretion.
17
Grantee Name: Grant No.:
ATTACHMENT C
PROJECT IMPLEMENTATION AND OVERSIGHT REQUIREMENTS
1. Contact Information: Grantee must provide SANDAG with contact information for the Grantee's
project manager. Grantee must provide SANDAG with updated contact information in a timely
manner if there are any changes to staff assigned.
2. Stakeholder and Community Meetings: Grantee must provide SANDAG with advance notice
(preferably within two [2] weeks) and agendas of all stakeholder and community meetings, and a
meeting summary following each meeting. SANDAG staff may attend any meetings as appropriate.
3. Performance Monitoring: SANDAG staff may measure the Grantee's Project performance
against stated project objectives, and evaluate the overall CPPW Program. Grantee is expected to
meet with SANDAG staff to identify relevant performance measures and data sources and provide
available data and feedback regarding the Project as appropriate.
18
Grantee Name:
Grant No.:
ATTACHMENT D
SAMPLE INVOICE
To: VIKRANT SOOD
SANDAG
401 B Street, Suite 800
San Diego, CA 92101-4231
FM: Grantee's Name
Address
COMMUNITIES PUTTING PREVENTION TO WORK GRANTEE INVOICE
SANDAG - County of San Diego Grant #532637
Project Name:
SANDAG Contract Number:
Grant Invoice Number: #
Billing Period: FROM
Invoice Date: DATE
Grant Award:
Balance Remaining
$0.00
$0.00
TO
TASK
Previous Balance
Current MMIDDIYYYY to MMIDD/YYYY
Total Expenses CPPW Funds Total Match Spent
Balance
Reimbursed
Match
Total
Staff Costs
Consultant
Con° ctor
Costs
Other Costs
This Invoice
This Invoice
This Invoice
Remaining
1
Insert task description
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
2
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
3
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
4
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
5
$0.00
$0.00
$0.00
6
$0.00
$0.00
$0_00
7
$0_00
$0.00
$0.00
8
$0_0O
$0.00
$0.00
9
$0.00
$0.00
$0.00
10
$0.00
$0.00
$0.00
11
$0.00
$0.00
$0.00
12
$0.00
$0.00
$0.00
13
$0.00
$0.00
$0.00
14
$0.00
$0.00
$0.00
15
$0.00
$0.00
$0.00
Total
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
19
Grantee Name:
Grant No.:
ITotal Current Expenditures: $0.00
Total Amount Due this Invoice: $0.00
Less 1O% Retention: $0,00
Match % Met to Date: #DIVi0!
Other Costs (Column G)
Describe Expenses:
Project
Budget
-' CPPW
ra
Match
Total
Task 1
Task 2
Task 1
$0.00
$0.00
$0.00
Task 3
Task 2
$0.00
$0.00
$0.00
Task 4
Task 3
$0.00
$0.00
$0.00
Task 4
$0.00
$0.00
$0.00
Task 5
$0.00
Task 6
$0.00
Task 7
$0.00
Task 8
$0.00
Task 9
$0.00
Task 10
$0.00
Task 11
$0.00
Task 12
$0.00
Task 13
$0.00
Task 14
$0.00
Task 15
$0.00
CERTIFICATION OF GRANTEE
I hereby certify that the above costs were incurred in performance of the work required under the grant and are consistent with the amounts evidenced by
attached supporting documents and expenditures.
Signature
Printed Name and Title Date
20
Grantee Name: Grant No.:
ATTACHMENT E
CPPW PROGRAM PASS -THROUGH CONTRACT PROVISIONS
Consistent with Section 3, Special Terms and Conditions, of the SANDAG-County Agreement,
(5001467) Grantee agrees to comply with the following provisions:
3.1 AMERICAN RECOVERY AND REINVESTMENT ACT (ARRA) OF 2009:
Funding for the SANDAG-County Agreement has been provided through the American Recovery and
Reinvestment Act (ARRA) of 2009, Pub. L. 111-5. All Grantees, including both prime and sub -
grantees, are subject to audit by appropriate federal entities. SANDAG has the right to cancel,
terminate, or suspend the Agreement if any sub -grantee, Grantee or sub -grantee fails to comply with
the reporting and operational requirements contained herein. Grantee shall comply with all provisions
and requirements applicable to contracts funded in whole or in part by ARRA as currently exist as of
the effective date of this Agreement and as may be amended in the future, including, without
limitation, Pub. L. 111-5, Div. A, Title XVI, § 1605 ("Buy American"), Pub. L. 111-5, Div. A, Title XV, §
1515 ("Access of Offices of Inspector General"), Pub. L. 111-5, Div. A, Title IX, § 902 ("Access of
Government Accountability Office"), and Pub. L. 111-5, Div. A, Title XV, § 1553 ("Whistleblower
Protections"), and any related regulations or guidance, as applicable.
3.2 ENFORCEABILITY:
Grantee agrees that if Grantee or one of its sub -grantees fails to comply with all applicable
federal requirements governing the use of ARRA funds, may withhold or suspend, in whole or in
part, funds awarded under the program, or recover misspent funds following an audit. This
provision is in addition to all other remedies available to SANDAG under all applicable state and
federal laws.
3.3 PROHIBITION ON USE OF ARRA FUNDS:
Grantee agrees, in accordance with ARRA, Section 1604, that none of the funds made available
under this Agreement may be used for any casino or other gambling establishment, aquarium,
zoo, golf course, or swimming pool.
3.4 REQUIRED USE OF AMERICAN IRON, STEEL AND OTHER MANUFACTURED GOODS:
Grantee agrees that in accordance with ARRA, Section 1605, neither Grantee nor its sub -
grantees will use ARRA funds for a project for the construction, alteration, maintenance, or repair
of a public building or public work unless all of the iron, steel and manufactured goods used in
the project are produced in the United States in a manner consistent with United States
obligations under international agreements. The Grantee understands that this requirement may
21
Grantee Name: Grant No.:
only be waived by the applicable federal agency in limited situations as set out in ARRA, Section
1605.
3.5 WAGE RATE REQUIREMENTS:
In accordance with ARRA, Section 1606, the Grantee assures that it and its sub -grantees shall
fully comply with said Section and notwithstanding any other provision of law and in a manner
consistent with other provisions of ARRA, all laborers and mechanics employed by Grantee or its
sub -grantees on projects funded directly by or assisted in whole or in part by and through the
federal government pursuant to ARRA shall be paid wages at rates not less than those
prevailing on projects of a character similar in the locality as determined by the United States
Secretary of Labor in accordance with Subchapter IV of Chapter 31 of Title 40, United States
Code (Davis -Bacon Act). It is understood that the Secretary of Labor has the authority and
functions set forth in Reorganization Plan Numbered 14 or 1950 (64 Stat. 1267; 5 U.S.C. App.)
and Section 3145 of Title 40, United States Code.
3.6 INSPECTION OF RECORDS:
In accordance with ARRA Sections 902, 1514 and 1515, Grantee agrees that it shall permit the
State of California, the United States Comptroller General or his/her representative or the
appropriate Inspector General appointed under Section 3 or 8G of the United States Inspector
General Act of 1978 or his/her representative to: (1) examine any records that directly pertain to,
and involve transactions relating to, this Agreement; and (2) interview any officer or employee of
Grantee or any of its sub -grantees regarding the activities funded with funds appropriated or
otherwise made available by the ARRA. Grantee shall include this provision in all of its
agreements with its sub -grantees from whom the Grantee acquires goods or services in
its execution of the ARRA funded work.
3.7 WHISTLEBLOWER PROTECTION:
Grantee agrees that both it and its sub -grantees shall comply with Section 1553 of the ARRA,
which prohibits all non-federal Grantees, including SANDAG, and all Grantees of SANDAG, from
discharging, demoting or otherwise discriminating against an employee for disclosures by the
employee that the employee reasonably believes are evidence of: (1) gross mismanagement of
an agreement relating to ARRA funds; (2) a gross waste of ARRA funds; (3) a substantial and
specific danger to public health or safety related to the implementation or use of ARRA funds; (4)
an abuse of authority related to implementation or use of ARRA funds; or (5) a violation of law,
rule, or regulation related to an agency agreement (including the competition for or negotiation of
an agreement) awarded or issued relating to ARRA funds. Grantee agrees that it and its sub -
grantees shall post notice of the rights and remedies available to employees under Section 1553
of Title XV of Division A of the ARRA.
3.8 FALSE CLAIMS ACT:
Grantee agrees that it shall promptly notify SANDAG, and shall refer to an appropriate federal
inspector general, any credible evidence that a principal, employee, agent, sub -grantee or other
22
Grantee Name: Grant No.:
person has committed a false claim under the False Claims Act or has committed a criminal or
civil violation of laws pertaining to fraud, conflict of interest, bribery, gratuity, or similar
misconduct involving ARRA funds.
3.9 REPORTING REQUIREMENTS:
Pursuant to Section 1512 of the ARRA, in order for Counties receiving ARRA funds to prepare
the required reports, Grantee agrees to provide SANDAG, and SANDAG will then provide the
County, with the following information on a monthly basis as requested:
3.9.1 The total amount of ARRA funds received by Grantee during the Reporting Period;
3.9.2 The amount of ARRA funds that were expended or obligated during the Reporting Period;
3.9.3 A detailed list of all projects or activities for which ARRA funds were expended or
obligated, including:
3.9.3.1 The name of the project or activity;
3.9.3.2 A description of the project or activity;
3.9.3.3 An evaluation of the completion status of the project or activity; and
3.9.3.4 An estimate of the number of jobs created and/or retained by the project or
activity.
3.9.4 For any sub -awards equal to or greater than $25,000:
3.9.4.1 The name of the entity receiving the sub -award;
3.9.4.2 The amount of the sub -award;
3.9.4.3 The transaction type;
3.9.4.4 The North American Industry Classification System (NAICS) code or Catalog of
Federal Domestic Assistance (CFDA) number;
3.9.4.5 The Program source;
3.9.4.6 An award title descriptive of the purpose of each funding action;
3.9.4.7 The location of the entity receiving the sub -award;
3.9.4.8 The primary location of performance under the sub -award, including the city,
state, congressional district and country;
3.9.4.9 The DUNS number, or name and zip code for the entity headquarters;
3.9.4.10 A unique identifier of the entity receiving the sub -award and the parent entity of
recipient, should the entity be owned by another;
3.9.4.11 The names and total compensation of the five most highly compensated
officers of the company if it received: 1) 80 percent or more of its annual gross
revenues in Federal awards; 2) $25M or more in annual gross revenue from
Federal awards and; 3) if the public does not have access to information about
the compensation of senior executives through periodic reports filed under
23
Grantee Name: Grant No.:
section 13(a) or 15(d) of the Securities Exchange Act of 1934 or section 6104
of Internal Revenue Code of 1986.
3.9.5 For any contracts of less than $25,000 or to individuals, the information required above
may be reported in the aggregate and requires the certification of an authorized officer of
the Grantee that the information contained in the report is accurate.
3.10 INVENTIONS.
Grantee shall comply with the standard patent rights clause in 37 CFR 401.14.
3.11 PUBLICATIONS.
Publications, journal articles, etc. produced under this Agreement must bear an
acknowledgment and disclaimer, as appropriate, such as,
This publication (journal article, etc.) was supported by the Cooperative Agreement
Number 1U58DP002496-01 from The Centers for Disease Control and Prevention
through the County of San Diego, Health and Human Services Agency. Its contents are
solely the responsibility of the authors and do not necessarily represent the official views
of the Centers for Disease Control and Prevention.
3.12 CONFERENCE DISCLAIMER AND USE OF LOGOS.
3.12.1 Disclaimer.
Where a conference is funded by a grant or cooperative agreement, a subgrant or a
contract, the Grantee must include the following statement on conference materials,
including promotional materials, agenda, and Internet sites:
Funding for this conference was made possible (in part) by the cooperative agreement
award number 1 U58DP002496-01 from The Centers for Disease Control and Prevention.
The views expressed in written conference materials or publications and by speakers and
moderators do not necessarily reflect the official policies of the Department of Health and
Human Services, nor does mention of trade names, commercial practices, or
organizations imply endorsement by the U.S. Government.
3.12.2 Logos.
Neither the HHSA nor the CDC logo may be displayed if such display would cause
confusion as to the source of the conference or give the false appearance of government
endorsement. A non-federal entity unauthorized use of the HHSA name or logo is
governed by U.S.C. 1320b-10, which prohibits the misuse of the HHSA name and
emblem in written communication. The appropriate use of the HHSA logo is subject to the
review and approval of the Office of the Assistant Secretary for Public Affairs (OASPA).
Moreover, the Office of the Inspector General has authority to impose civil monetary
penalties for violations (42 C.F.R. Part 1003). Neither the HHSA nor the CDC logo can be
used on conference materials, under a grant, cooperative agreement, contract or co-
sponsorship agreement without the expressed, written consent of either the Project
24
Grantee Name: Grant No.:
Officer or Grants Management Officer. It is the responsibility of the Grantee (or recipient
of funds under a cooperative agreement) to request consent for the use of the logo in
sufficient detail to assure a complete depiction and disclosure of all uses of the
government logos, and to assure that in all cases of the use of government logos, the
written consent of either the Project Officer or the Grants Management Officer has been
received.
3.13 EQUIPMENT AND PRODUCTS.
To the greatest extent practicable, all equipment and products purchased with CDC funds
should be American -made. CDC defines equipment as tangible non -expendable personal
property (including exempt property) charged directly to an award having a useful life of more
than one year AND an acquisition cost of $5,000 or more per unit.
3.14 TRAFFICKING IN PERSONS.
This Agreement is subject to the requirements of Section 106(g) of the Trafficking Victims
Protection Act of 2000, as amended (22 U.S.C. 7104). For the full text of the award term and
condition, go to
http://www.cdc.gov/od/pgo/fund ing/grants/Award_Term_and_Condition_for_Trafficking_i n_Pers
ons.shtm
3.15 LOBBYING STATEMENT.
Federal law prohibits award recipients and their subrecipients from using Federal funds for
lobbying Congress or a Federal agency, or to influence legislation or appropriations pending
before the Congress or any State or local legislature. This prohibition includes
grants/cooperative agreements that, in whole or in part, involve conferences for which Federal
funds cannot be used directly or indirectly to encourage participants to lobby or to instruct
participants on how to lobby.
Any activity designed to influence action in regard to a particular piece of pending legislation
would be considered lobbying. That is, lobbying for or against pending legislation, as well as
indirect or grass roots lobbying efforts by award recipients that are directed at inducing
members of the public to contact their elected representatives at the federal, State, or local
levels to urge support of, or opposition to, pending legislative proposals is prohibited.
Recipients and subrecipients of CDC grants and cooperative agreements need to be careful to
prevent CDC funds from being used to influence or promote pending legislation. With respect to
conferences, public events, publications, and grassroots activities that relate to specific
legislation, recipients and sub -grantees of CDC funds should give close attention to isolating
and separating the appropriate use of CDC funds from non -CDC funds.
CDC also cautions recipients and subrecipients of CDC funds to be careful not to give the
appearance that CDC funds are being used to carry out activities in a manner that is prohibited
under Federal law.
All reported activity under the Project, including Recovery Act reporting, must be activity that is
consistent with federal law.
25
Grantee Name: Grant No.:
3.16 DEPARTMENT OF HEALTH AND HUMAN SERVICES REGULATIONS.
Grantee shall comply with the following, which are incorporated into this Agreement by
reference:
3.16.1 Executive Order 11246 of September 24, 1965, entitled "Equal Employment Opportunity,"
as amended by Executive Order 11375 of October 13, 1967, and as supplemented in
Department of Labor Regulations (41 CFR chapter 60).
3.16.2 Copeland "Anti -Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor
regulations (29 CFR Part 3). (Applicable to all contracts and subgrants for construction or
repair).
3.16.3 Davis -Bacon Act (40 U.S.C. 276a to 276a-7) as supplemented by Department of Labor
regulations (29 CFR Part 5). (Applicable to construction contracts in excess of $2000
awarded by Grantees and sub -grantees when required by Federal grant program
legislation).
3.16.4 Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C.
327-330) as supplemented by Department of Labor regulations (29 CFR Part 5).
(Applicable to construction contracts awarded by Grantees and sub -grantees in excess of
$2000, and in excess of $2500 for other contracts which involve the employment of
mechanics or laborers).
3.16.5 All applicable standards, orders, or requirements issued under section 306 of the Clean
Air Act (42 U.S.C. 1857(h)), section 508 of the Clean Water Act (33 U.S.C. 1368),
Executive Order 11738, and Environmental Protection Agency regulations (40 CFR Part
15). (Applicable to contracts, subcontracts, and subgrants of amounts in excess of
$100,000).
3.16.6 Mandatory standards and policies relating to energy efficiency which are contained in the
state energy conservation plan issued in compliance with the Energy Policy and
Conservation Act (Pub. L. 94-163, 89 Stat. 871).
3.16.7 Pursuant to the Department of Health and Human Services (HHSA) notice requirements
at 45 CFR 92.36(i)(8)-(9), SANDAG hereby notifies the Grantee that HHSA has
implemented the following regulations pertaining to patents, copyrights, and rights in
data: 37 CFR 401 and 45 CFR 92.34. Under the Communities Putting Prevention to Work
Cooperative Agreement, HHSA requires the County and SANDAG to submit reports
pursuant to Section 1512 of the American Recovery and Reinvestment Act of 2009, Pub.
L. 111-5, as well as final performance and financial status reports.
3.16.8 Grantee shall provide access to the County, SANDAG, HHSA, the Comptroller General of
the United States, or any of their duly authorized representatives to any books,
documents, papers, and records of the Grantee which are directly pertinent to that
specific contract for the purpose of making audit, examination, excerpts, and
transcriptions.
3.16.9 Grantee shall retain all required records for three years after SANDAG makes final
payments and all other pending matters are closed.
3.16.10 Grantee shall comply with all applicable provisions of 45 CFR Part 92 and with all clauses
required by Federal statute and executive orders and their implementing regulations, as
applicable.
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Grantee Name: Grant No.:
3.16.11 Grantee shall comply with Executive Order 13513. Grantee and its sub -grantees are
prohibited both from texting while driving a Govemment owned vehicle and/or using
Government furnished electronic equipment while driving any vehicle. Texting means
reading from or entering data into any handheld or other electronic device, including SMS
texting, e-mailing, instant messaging, obtaining navigational information, or engaging in
any other form of electronic data retrieval or electronic data communication. Driving
means operating a motor vehicle on an active roadway with the motor running, including
while temporarily stationary due to traffic, a traffic light, stop sign or otherwise. Driving
does not include operating a motor vehicle with or without the motor running when one
has pulled over to the side of, or off, an active roadway and has halted in a location
where one can safely remain stationary. Grantee is responsible for ensuring that its sub -
grantees are aware of this prohibition and adhere to this prohibition. The requirement
may be accessed at: http://www.cdc.gov/od/pgo/funding/grants/additional_req.shtm.
3.17 Grantee shall include the provisions of this Section 3 in all agreements with sub -grantees
END OF ARRA PASS -THROUGH PROVISIONS
BEGIN PASS -THROUGH PROVISIONS FROM SANDAG-COUNTY GRANT AGREEMENT 5001467
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Grantee Name: Grant No.:
4.2.1 Invoices for Reimbursement.
Grantee shall submit properly executed monthly invoices to SANDAG for reimbursement of
allowable costs associated with the work performed in the prior month. Grantee's monthly invoices
shall be completed and submitted in accordance with this Agreement and shall include a statement
certifying whether it is in compliance with the Debarment and Suspension section of this Agreement.
DEBARMENT AND SUSPENSION (Section 8.12)
As a sub -grantee of federal funds under this Agreement, Grantee certifies that it, its principals, its
employees and its sub -grantees:
8.12.1 Are not presently debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded from covered transactions by any Federal Department or agency.
8.12.2 Have not within a 3-year period preceding this Agreement been convicted of or had a civil
judgment rendered against them for the commission of fraud or a criminal offense in connection
with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction;
violation of Federal or State anti-trust statutes or commission of embezzlement, theft, forgery,
bribery, falsification or destruction of records, making false statements, or receiving stolen
property;
8.12.3 Are not presently indicted or otherwise criminally or civilly charged by a government entity
(Federal, State, or local) with commission of any of the offenses enumerated in the paragraph
above; and
8.12.4 Have not within a 3-year period preceding this Agreement had one or more public transactions
(Federal, State, or local) terminated for cause or default.
Consistent with Section 4.2.2, and Section 11, Audit and Inspection of Records, of the SANDAG-County
Agreement, Grantee/Consultant/Grantee shall maintain supporting documentation of expenses incurred
as follows:
SANDAG shall have the audit and inspection rights described in this section.
11.1 AUDIT AND INSPECTION
Grantee/Consultant/Grantee agrees to maintain and/or make available within San Diego County
accurate books and accounting records relative to all its activities under this Agreement.
Authorized Federal, State or SANDAG representatives shall have the right to monitor, assess, or
evaluate Grantee's performance pursuant to this Agreement, said monitoring, assessments, or
evaluations to include but not limited to audits, inspection of premises, reports, and interviews of
project staff and participants.
At any time during normal business hours and as often as SANDAG may deem necessary,
Grantee shall make available to SANDAG, State or Federal officials for examination all of its
records with respect to all matters covered by this Agreement and will permit SANDAG, State or
Federal officials to audit, examine and make excerpts or transcripts from such records, and to
make audits of all invoices, materials, payrolls, records of personnel, information regarding
clients receiving services, and other data relating to all matters covered by this Agreement.
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Grantee Name: Grant No.:
If any services performed hereunder are not in conformity with the specifications and
requirements of this Agreement, SANDAG shall have the right to require the Grantee to perform
the services in conformity with said specifications and requirements at no additional increase in
total Agreement amount. When the services to be performed are of such nature that the
difference cannot be corrected, SANDAG shall have the right to (1) require Grantee immediately
to take all necessary steps to ensure future performance of the services in conformity with
requirements of the Agreement, and (2) reduce the Agreement price to reflect the reduced value
of the services performed. In the event Grantee fails to perform the services promptly or to take
necessary steps to ensure future performance of the service in conformity with the specifications
and requirements of the Agreement, SANDAG shall have the right to either (1) by Agreement or
to otherwise have the services performed in conformity with the Agreement specifications and
charge to Grantee any cost occasioned to SANDAG that is directly related to the performance of
such services, or (2) terminate this Agreement for default as provided in the Termination clause.
11.2 Cost or Pricing Data.
If the Grantee submitted cost or pricing data in connection with the pricing of this Agreement or
any change or modification thereto, unless such pricing was based on adequate price
competition, established catalog or market prices of commercial items sold in substantial
quantities of the general public, or prices set by law or regulation, SANDAG shall have the right
to examine all books, records, documents and other data of the Grantee related to the
negotiation pricing or performance of such Agreement, change or modification, for the purpose
of evaluating the accuracy, completeness and currency of the cost or pricing data submitted.
11.3 Availability.
The materials described above shall be made available at the office of the Grantee, at all
reasonable times, for inspection, audit or reproduction, until the expiration of three (3) years from
the date of final payment under this Agreement, or by section 11.3.1 and 11.3.2, below:
11.3.1 If this Agreement is completely or partially terminated, the records relating to the
work terminated shall be made available for a period of three (3) years from the date of
any resulting final settlement.
11.3.2 Records which relate to appeals under the "Disputes" clause of this Agreement,
or litigation or the settlement of claims arising out of the performance of this Agreement,
shall be made available until such appeals, litigation, or claims have been disposed of, or
three years after Agreement completion, whichever is longer.
SANDAG shall keep the materials described above confidential unless otherwise required by law.
REGARDING PAYMENT
Consistent with Section 4.2.4 of the SANDAG-County Agreement Grantee shall submit
its June 2011 invoices no later than June 30, 2011.
Consistent with Section 4.2.6.1.1 of the SANDAG-County Agreement, unless otherwise set
forth in this paragraph, Grantee shall promptly pay its vendors and sub-grantee(s) for
satisfactory performance under its subcontract(s) to this Agreement. Such prompt payment
shall be no later than thirty (30) days after Grantee receives payment for such services from
SANDAG and shall be paid out of such amounts as are paid to Grantee under this Agreement.
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Grantee Name: Grant No.:
Grantee shall include a payment clause conforming to the standards set forth in the preceding
paragraph in each of its subcontracts, and shall require each of its sub -grantees to include such
a clause in their subcontracts with each lower -tier sub -grantee or supplier.
Availability of Funding.
SANDAG's obligation for payment of any Agreement beyond the current fiscal year is
contingent upon the availability of funding from which payment can be made. No legal liability
on the part of SANDAG shall arise for payment beyond June 30 of the calendar year unless
funds are designated by SANDAG and are made available for such performance.
SANDAG shall, in its sole discretion, have the right to terminate or suspend this Agreement or
reduce compensation and service levels proportionately upon thirty (30) days' written notice to
Grantee in the event that Federal, State or County funding for this Agreement ceases or is
reduced prior to the ordinary expiration of the term of this Agreement. In the event of reduction
of funding for the Agreement, SANDAG and Grantee shall meet within ten (10) days of written
notice to renegotiate this Agreement based upon the modified level of funding. In this case if no
Agreement is reached between SANDAG and Grantee within 10 days of the first meeting,
either party shall have the right to terminate this Agreement within ten (10) days written notice
of termination.
In the event of termination of this Agreement in accordance with the terms of this Section,
Grantee shall be entitled to retain all sums paid as of the effective date of such termination,
subject to any payment offset to which SANDAG may be entitled, for damages or otherwise,
under the terms of this Agreement. In the event of termination of this Agreement pursuant to
this Section, in no event shall Grantee be entitled to any Toss of profits on the portion of this
Agreement so terminated, or to other compensation, benefits, reimbursements or ancillary
services other than as herein expressly provided.
REGARDING OWNERSHIP, RECORDS AND REPORTS
Consistent with Article 13 of the SANDAG-County Agreement, Grantee shall comply with the
following terms and conditions related to the use of documents and submission of reports.
Ownership, Publication, Reproduction and Use of Material
All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems,
and any other material or properties produced under this Agreement shall be the sole and
exclusive property of SANDAG, but may be used by the Grantee, its consultants and sub -
grantees for purposes that are consistent with the SANDAG-County Agreement and this
Agreement. No such materials or properties produced in whole or in part under this Agreement
shall be subject to private use, copyright or patent right by Grantee in the United States or in
any other country without the express written consent of SANDAG. SANDAG shall have
unrestricted authority to publish, disclose, distribute and otherwise use, copyright or patent, in
whole or in part, any such reports, studies, data, statistics, forms or other materials or pro-
perties produced under this Agreement.
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Grantee Name: Grant No.:
Maintenance of Records
Grantee shall retain all required records for three years after SANDAG makes final payments
and all other pending matters are closed.
Reports
Grantee shall submit reports required in Exhibit A, Article 3, by this Agreement, and additional
reports as may be requested by SANDAG and agreed to by the Grantee. The timely
submission of these reports is a necessary and material term and condition of this Agreement
and Grantee agrees that failure to meet specified deadlines will be sufficient cause to withhold
payment. Grantee shall submit to SANDAG within fourteen (14) calendar days of the
termination of this Agreement a report detailing all work done pursuant to this Agreement by
Grantee.
REGARDING INSURANCE
Commercial General Liability
All Commercial General Liability policies shall name the County of San Diego, the members of
the Board of Supervisors of the County and the officers, agents, employees and volunteers of
the County, individually and collectively. [See County-SANDAG Agreement 5001467, Exhibit B,
Section 4], and SANDAG, its directors, officers, agents, and employees as additional insureds
as their interests may appear. Consultant waives any rights of subrogation against SANDAG,
and the policy form must permit and accept such waiver.
Deductibles / Self -Insured Retentions
Any deductibles or self -insured retentions must be declared to and approved by SANDAG and
the County of San Diego's Risk Manager [See County-SANDAG Agreement 5001467 Exhibit B,
Section 3]. If a self -insured retention is used, the policy must be endorsed to allow any insured
entity to satisfy the retention for the purposes of triggering coverage. Consultant shall cause the
insurer to reduce or eliminate such deductibles or self -insured retentions as respects SANDAG,
its officers, officials, employees and volunteers. If Consultant is unable to reduce or eliminate
such deductibles or retentions, Consultant shall provide a financial guarantee satisfactory to
SANDAG guaranteeing payment of losses and related investigations, claim administration and
defense expenses.
In accordance with 45 CFR 92.36(e) Grantee shall take the affirmative steps listed therein to
assure that minority firms, women's business enterprises, and labor surplus area firms are used
when possible.
REGARDING EVALUATION
Consistent with Section 7.4 of the County-SANDAG Agreement, Grantee shall work with the
County of San Diego's Evaluation Grantee and the County to conduct evaluation activities
related to their respective projects as required by the CDC and the County.
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Grantee Name: Grant No.:
REGARDING MEDIA/MATERIALS/PUBLICATIONS
Consistent with Section 7.2 of the County-SANDAG Agreement, any
media/materials/publications developed by the Grantee with ARRA funds shall be reviewed and
approved by the County. Materials developed (creative source files in electronic or other media)
with ARRA funds are property of the County. All items developed shall include language
detailed in Section 3.11 or 3.12 of these CPPW Grant Requirements, above, as applicable.
7.2.2 Media Communications
7.2.2.2 Grantee shall send all press releases and media events regarding contracted
services to the County for review and approval at least 72 hours in advance.
Notification shall be through both email and telephone call to the County's
Contracting Officer's Technical Representative ("COTR"): Ms. Adrienne Yancey,
MPH, Assistant Deputy Director, Public Health Services 3851 Rosecrans Street,
Suite 522 San Diego, CA 92110-3134 Telephone: 619.692-8808; e-mail:
Adrienne.Yancey@sdcounty.ca.gov
7.2.2.3 Grantee shall include the County HHSA logo on all media communications, as
determined by the County.
7.2.2.4 Acknowledgement of Federal Support
When issuing statements, press releases, requests for proposals, bid solicitations
and other documents describing projects or programs funded in whole or part with
Federal money, all awardees receiving Federal funds, including and not limited to
State and local governments and recipients of Federal research grants, shall
clearly state:
7.2.2.4.1. The percentage of the total costs of the program or project which will be
financed with Federal money,
7.2.2.4.2. The dollar amount of Federal funds for the project or program, and
7.2.2.4.3. Percentage and dollar amount of the total costs of the project or program
that will be financed by nongovernmental sources.
7.2.3 Grantee shall ensure that all resources, printed materials, media, messages, websites
and advertisements are culturally competent and age appropriate to the target
population that will be reached.
CPPW Call for Projects 2011-2012 32