HomeMy WebLinkAbout2020 CON City of San Diego Office of Homeland Security - 2019 UASI Grant Funds DistributionAGREEMENT BETWEEN THE CITY OF
SAN DIEGO OFFICE OF HOMELAND SECURITY AND TILE
CITY OF NATIONAL CITY
FOR THE DISTRIBUTION OF FY 2019 UASI GRANT FUNDS
THIS AGREEMENT is made this day of May 5, 2020 in the City and County of San Diego, State of
California, by and between the CITY OF NATIONAL CITY ("SUBRECIPIENTT") and the CITY OF
SAN DIEGO, a municipal corporation ("San Diego" or "City"), in its capacity as fiscal agent for the
Approval Authority, as defined below, acting by and through the San Diego Office of Homeland
Security ("OHS").
RECITALS.
WHEREAS, The United States Department of Homeland Security ("DHS") designated San Diego as an
eligible high risk urban area through an analysis of relative risk of terrorism, the San Diego Urban Area
("SDUA") was established for the purpose of application forand allocation and distribution of federal
Urban Areas Security Initiative ("UASI") program grant funds; and
WHEREAS, The Urban Area Working Group ("UAWG"), a collaborative subcommittee established by
the San Diego County Unified Disaster Council, was 'established as the Approval Authority for the
SDUA, to provide overall governance of the homeland security grant program across the SDUA, to
coordinate development and implementation of all UASI program initiatives, and to ensure compliance
with all UASI program requirements; and
WHEREAS, The City of San Diego Office of Homeland Security ("SD OHS"), as the "core city" for the
SDUA, will serve as the chair and the UASI Grant Administrator, and SD OHS Program 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 Diego has been designated as the grantee for UASI funds granted by the DHS through
the California Office .of Emergency Services ("Cal OES") to the SDUA,with responsibility to establish
procedures and execute subgrantagreements for the distribution of UASI program grant funds to
jurisdictions selected by the Approval Authority to receivegrant funding; and
WHEREAS, San Diego 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 SDUA; and
WHEREAS, Pursuant to grant allocation decisions by the Approval Authority, the UASI Management
Team has asked San Diego to distribute a portion of the regional UASI grant funds to SUBRECIPIENT
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 andadequacy of which is hereby
acknowledged, the parties hereto agree as follows: .
FY 19 UASI - SUBRECIPIENT
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ARTICLE 1
DEFINITIONS
1.1 Specific Terms. Unless thecontext 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 Iocal disability rights legislation, as the
same may be amended, modified or supplemented from tiine to time.
(b) "Authorized Expenditures" shall mean expenditures for those purposes identified and
budgeted in the SUBRECIPIENT Award Letter: (Appendix A) and/or approved modification.
(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 fundsallocated or disbursed to SUBRECIPIENT
(DUNS#: 072494073 ) under this Agreement. This Agreement shall specifically cover fundsallocated
or disbursed from Cal OES Grant No. 2019-0035, Cal OES ID No. 073-66000, CFDA No. 97.067, per
Cal OES award notice dated September 26, 2019.
(f) "Grant Plan" shall mean the plans, performances, events, exhibitions, acquisitions or
other activities or matter, and the budget and requirements, described in the approved Financial
Management Forms Workbook (FMFW). If SUBRECIPIENT requests any modification to the Grant
Plan, SUBRECIPIENT shall submit a written request to the SD OHS Program Manager with the
following information: Scope of change requested, reason for change, proposed plan for change,
summary of approved and requested modifications to the Grant Plan, and any necessary approvals in
support of change (e.g., EHP).
(g) "Indemnified Parties" shall mean: (i) San Diego, including all commissions,
departments including OHS, agencies, and other subdivisions of San Diego; (ii) San Diego'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 Request" shall have the meaning set forth in Section 3.10(a).
(j) "Simplified Acquisition Threshold" means the dollar amount below which a non
Federal entity may purchase property or services using small purchase methods.
(k) "UASI Management Team" shall mean The City of: San Diego Office of Homeland
Security Program Manager, Program Coordinator, as well as project, grant, and administrative staff. The
Program Manager appoints members to the Management Team to implement the policies of the UAWG.
(1) "Pass -through entity" shall mean a non -Federal entity that provides a sub award to a
subrecipient to carry out part of a Federal Program.
FY 19 UASI - SUBRECIPIENT
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ARTICLE 3
PERFORMANCE OF THE AGREEMENT
3.1 Duration of Term. The term of this Agreement shall commence on SEPTEMBER 1, 2019
and shall end at 11:59 p.m. San Diego time on APRIL 30, 2022.
3.2 Maximum Amount of Funds. In no event shall the amount of Grant Funds disbursed hereunder
exceed the amount awarded under the SUBRECIPIENT Award letter (Appendix A), Training and
Exercise Participation Award Letter and/or approved modification. The City will not automatically
transferGrant Funds to SUBRECIPIENT upon execution Of this Agreement. SUBRECIPIENT must
submit a Reimbursement Request under Section 3.10 of this Agreement, approved by the UASI
Management Team and City, before the City will disburse Grant Funds to SUBRECIPIENT.
3.3 Use of Funds.
(a) General Requirements. SUBRECIPIENT shall use the Grant Funds received under this
Agreement for the purposes and in the amounts set forth in the Grant Plan. SUBRECIPIENT shall not
use or expend Grant Funds for any other purpose, including but not limited to, for matching funds for
other federal grants/cooperative agreements, lobbying or intervention in federal regulatory or adjudicatory
proceedings, or to sue the federal government or any other government entity. SUBRECIPIENT shall not
permit any federal employee to receive Grant Funds.
(b) Modification of Grant Nan. Under Sections 1.1(f) and 10.2 of this Agreement,
SUBRECIPIENT may submit a written request to modify the Grant Nan. SUBRECIPIENT shall not
appropriate, encumber or expend any additional or reallocated Grant Funds pursuant to such a request for
modification until the SD OHS Program Manager or designee has provided written approval for the
request. In addition, if the modification request requires approval from the Approval Authority and/or
Cal OES, as determined by the SD OHS Program Manager, SUBRECIPIENT shall not appropriate,
encumber or expend any additional or reallocated Grant Funds pursuant to the modification request
without approval from the Approval Authority and/or Cal OES.
(c) No Supplanting. SUBRECIPIENT shall use Grant Funds to supplement existing funds,
and not replace (supplant) funds that have been appropriated for the same purpose.
(d) Obligations. SUBRECIPIENT must expend Grant Funds in a timely manner consistent
with the grant milestones, guidance and assurances; and make satisfactory progress toward the goals,
objectives, milestones and deliverables in this Agreement.
(e) Subawards. SUBRECIPENT:is not an authorized pass -through entity and is not
authorized to make any subawards of Grant Funds.
3.4 Standard Assurances; Other Requirements; Coonerationwith Monitoring.
(a) SUBRECIPIENT shall comply with all Standard Assurances included in Appendix B,
attached hereto and incorporated by reference as though fully set forth herein.
(b) In addition to complying with: all Standard Assurances; SUBRECIPIENT shall comply
with all applicable statutes, regulations, executive orders, requirements; policies,guides, guidelines,.
information bulletins, Cal OES grant management memos, and instructions; the terms'and conditions of
the grant award; the approved application, and any conditions imposed by Cal OES or: the Approval
Authority. SUBRECIPIENT shall require and ensure that all contractors and other entities receiving
Grant Funds from SUBRECIPIENT comply with all applicable statutes; regulations, executive orders,
FY 19 UASI = SUBRECIPIENT Page 4 of 20 September 1,2019
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 approvedby, or acceptable 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 Article8.
1.3 •References to this Agreement. References to this Agreement include: (a) any and all
appendices, exhibits, schedules, and attachments hereto; (b) any and all statutes, ordinances, regulations
or other documents expressly incorporated by reference herein; and (c) any and all 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 suchas"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, information bulletin, or instruction shall mean that
statute, regulation, executive order, requirement, policy, guide, guideline, information bulletin, 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 DIEGO'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 Cal OES requirements, guidelines,information bulletins,
and instructions, the decision -making of the Cal OES and the Approval Authority, the terms and.
conditions of the grant award; the approved application, and to the extent applicable the budget and fiscal
provisions of the San Diego City. 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.
SUBRECIPIENT acknowledges and agrees that grant decisions are subject to the discretion of the Cal
OES and Approval Authority. Further, SUBRECIPIENT acknowledges and agrees that the City shall
have no obligation to disburse grant funds to SUBRECIPIENT until City and SUBRECIPIENT have fully
and finally executed this Agreement. SUBRECIPIENT acknowledges and agrees that if it takes any
action, informal or formal, to appropriate, encumber or expend Grant Funds before final allocation
decisions by Cal OES and the Approval Authority, and before this Agreement is fully and fmally
executed, it assumes all risk of possible non -allocation or non -reimbursement of funds, and such
acknowledgement and agreement is part of the consideration of this Agreement.
2.2 Certification of Controller; Guaranteed Maximum Costs. No funds shall be available under
this Agreement without prior written authorization certified by the San Diego Chief Financial Officer as
set forth in Section 39 of the City of San Diego City Charter:
"No contract, agreement, or other obligation for the expenditure of public funds shall be entered
into by any officer of the City and no such contract shall be valid unless the Chief Financial
Officer shall certify in writing that there has been made an appropriation to cover the expenditure
and that there remains a sufficient balance to meet the demand thereof."
FY 19 UASI — SUBRECIPIENT
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(d) SUBRECIPIENT is encouraged to use the:.DHS guidance in Best Practices for
Government Use of CCTY.• Implementing the Fair Information Practice..Principles, if Grant Funds are
used to purchase or install closed circuit television (CCTV) systems or to support operational CCTV
systems.
3.7 Procurement Requirements.
(a) General Requirements. SUBRECIPIENT 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.
(b) Contract Provisions. All contracts made by the SUBRECIPIENT using Grant Funds must
contain theapplicable contract clauses described in Appendix Il to the Uniform Rules (Contract
Provisions for non -Federal Entity. Contract Under Federal Awards). 2C.F.R. § 200.326.
(b) Specific Purchases. If SUBRECIPIENT is using Grant:Funds to purchase interoperable
communication equipment, SUBRECIPIENT shall consult DHS's SAFECOM's coordinated grant
guidance, which outlines standards and equipment information to enhance interoperable communication.
If SUBRECIPIENT is using Grant Funds to acquire critical emergency supplies, prior to expending any
Grant Funds, SUBRECIPIENT shall submit to the UASI Management Team for approval by Cal OES a
viable inventory management plan, an effectivedistribution strategy, sustainment costs for such an:effort,
and logistics expertise to avoid situations where funds are .wasted because supplies are rendered
ineffective due to lack of planning.
(c) Bond- Requirement. SUBRECIPIENT shall obtain a performance bond for any
equipment items over the simplified acquisition threshold (2C.F.R. § 200.88) or any vehicle, aircraft or
watercraft financed with Grant Funds.
(d) Non -Competitive Procurement Requirements. UASI Management Team prior approval is
re4uired for any procurement made without advertisement or a competitive process or single response to a
request for.proposal/bid, regardless of dollar amount, this includes sole source procurements.
SUBRECIPIENT shall submit a Non -Competitive Procurement Authorization request to the UASI
Management Team for approval prior to expending any grant funds. Additionally, SUBRECIPT shall
submit a Non -Competitive Procurement Request to the UASI Management Team for Ca1OES approval
for any non-competitive procurement over the simplified acquisition threshold (2C.F.R. § 200.88).
(e) Federal Schedules. SUBRECIPENT shall submit a Federal Schedule Procurement
Authorization request to the UASI Management Team for approval to procure using the Federal supply
schedule, prior to expending any grant funds.
3.8 Contractor Requirements.
(a) SUBRECIPIENT shall ensure: and independently verify that any contractor or other entity
receiving Grant Funds from SUBRECIPIENT is not debarred, suspended, or otherwise excluded from or
ineligible for participation in federal assistance programs, under Executive Orders 12549 and 12689, as
implemented at 2 CFR Part 3000. SUBRECIPIENT shall obtain documentation of eligibility before
disbursing Grant Funds to any contractor or other entity. SUBRECIPIENT shall maintain documentary
proof of this verification in its files. SUBRECIPIENT shall establish procedures for the effective use of
the `Excluded Parties List System," to assure that it does not provide Grant Funds to excluded parties.
SUBRECIPIENT shall also establish procedures to provide for effective use and/or dissemination of the
list to assure that its contractors, at any tier do not make awards in violation of the non -procurement
debarment and suspension common rule.
FY 19 UASI — SUBRECIPIENT
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requirements, policies, guides, guidelines, information bulletins, Cal OES grant management memos, and
instructions; the terms and conditions of the grant award; the approvedapplication, and any conditions
imposed by Cal OES or the Approval Authority.
(c) SUBRECIPIENT shall promptly comply with all standards, specifications and formats of
San Diego and the UASI Managenient Team, as they may from time to time exist, related to evaluation,
planning and monitoring of the Grant Plan and compliance with this Agreement. SUBRECIPIENT shall
cooperate in good faith with San Diego and the UASI Management Team in any evaluation, inspection,
planning or monitoring activities conducted or authorized by DHS, Cal OES, San Diego or the UASI
Management Team. For ensuring compliance with non -supplanting requirements, upon request by City
or the UASI Management Team, SUBRECIPIENT shall supply documentation certifying that a reduction
of non-federal resources occurred for reasons other than the receipt or expected receipt of Grant Funds.
3.5 Administrative, Programmatic and Financial Management Requirements. SUBRECIPIENT
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 SUBRECIPIENT 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. 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles, and Audit
Requirements for Federal Awards (formerly 44 CFR Part 13, OMB. Circulars A-21,
A-87, A-89, A-102, A-I10, A-122, and A-133).
(b) Cost Principles:
1. 2 CFR Part 200, Subpart E - Uniform Administrative Requirements, Cost Principles,
and Audit Requirements for Federal Awards (formerly 44 CFR Part 13, OMB
Circulars A-21, A-87, A-89, A-102, A-110, A-122, and A-133);
2. Federal Acquisition Regulations (FAR), Part 31.2Contract .Principles and
Procedures, Contracts with Commercial Organizations.
(0)
Audit Requirements:
1. 2 CFR Part 200 Subpart F - Uniform Administrative Requirements, Cost Principles,
and Audit Requirements fbr Federal Awards (formerly 44 CFR Part 13, OMB
Circulars A-21, A-87, A-89, A-102, A-110, A-122, and A-133).
3.6 Technology Requirements.
(a) National Information Exchange Model ("NIEM").. SUBRECIPIENT shall use the latest
NIEM specifications and guidelines re y: rding the use of Extensible Markup Language ("XML") for all
awards of Grant Funds.
(b) Geospatial Guidance. SUBRECIPIENT 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 geospatial activities with the guidance available on the
Federal Emergency Management Agency ("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.
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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. SUBRECIPIENT submits a Reimbursement Request that is
in all respects acceptable to the UASI Management Team.
(e) If SUBRECIPIENT is not in compliance with any provision of this Agreement, City may
withhold disbursement of Grant Funds until SUBRECIPIENT has taken corrective action and currently
complies with all terms and conditions of the Agreement.
3.11 Disallowance. SUBRECIPIENT 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,
SUBRECIPIENT shall promptly refund the disallowed amount to City upon City's written request. At its
option, City may offset all or any portion of the disallowed amount against any other payment due to
SUBRECIPIENT hereunder or under any other Agreement with SUBRECIPIENT. Any such offset with
respect to a portion of the disallowed amount shall not release SUBRECIPIENT from SUBRECIPIENT's
obligation hereunder to.refund the remainder of the disallowed amount.
3.12 : Sustainability. 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. If Equipment is purchased with grant funds the equipment must be sustained through the useful life
of equipment. By executing this Agreement, SUBRECIPIENT acknowledges its responsibility and agrees
to sustain continuing programs beyond the Grant Funding period. SUBRECIPIENT acknowledges and
agrees that this sustainability requirement is a material term of the Agreement.
3.13 EIEIP Requirements.
(a) Grant Funded projects must comply with the federal Environmental: and Historic
Preservation ("EHP") program. SUBRECIPIENT shall not initiate any project with the potential to impact
environmental or historic properties or resources :until Cal OES 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. SUBRECIPIENTT shall notify the UASI Management Team of
any project that may require an EHP review. SUBRECIPIENT agrees to provide detailed project
information to FEMA, Cal OES and/or the UASI Management Team, to cooperate fully in the review,
and to prepare any documents requested for the review. SUBRECIPIENT 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, SUBRECIPIENT niay 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, SUBRECIPIENT shall notify the UASI Management
Team and ensure monitoring of ground disturbance. If any potential archeological resources are
discovered, SUBRECIPIENT shall immediately cease construction in that area and notify the UASI
Management Team, which will notify the appropriate State Historic Preservation Office. If
SUBRECIPIENT is using Grant Funds for a communication tower project, SUBRECIPIENT shall
complete its Federal Communication Commission ("FCC") EHP process before preparing its Cal
OES/FEMA EHP materials, and shall include the FCC EHP materials in the Cal OES/FEMA submission.
(b) Any construction or other project that SUBRECIPIENT initiates without the necessary
EHP review and approval will not be eligible for reimbursement. Failure of SUBRECIPIENT to meet
federal, State, and local EHP requirements, obtain applicable permits, or comply with any conditions that
FY 19 UASI — SUBRECIPIENT
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(b) SUBRECIPIENT shall ensure that any contractor or other entity receiving Grant Funds
from SUBRECIPIENT complies with the requirements of 44 CFR Part 18, New Restrictions on Lobbying;
and
(c) SUBRECIPIENT shall ensure that any contractor or other entity receiving Grant Funds
from SUBRECIPIENT complies with the requirements of 2 CFR Part 3001, Requirements for Drug Free
Workplace (Financial • Assistance),
3.9 •Monitoring Grant Performance.
(a) City and the UASI Management Team are both authorized to perform periodic
monitoring reviews of SUBRECIPIENT'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. Programmatic monitoring may include the Regional Federal Preparedness •
Coordinators, or other federal or state personnel, when appropriate. Monitoring may involve a
combination of desk -based reviews and on -site monitoring visits, inspection of records, and verifications
of grant activities. These reviews will involve a review and analysis of the financial, programmatic,
performance and administrative issues relative to each program and will identify areas where technical
assistance and other support may be needed. The reviews may include, but are not limited to:
1. Evaluating eligibility of expenditures;
2. Comparing actual grant activities to those approved by the Approval Authority and
specified in the Grant Plan;
3. Ensuring that any advances have been deposited in an interest bearing account and
disbursed in accordance with applicable guidelines; and
4. Confirming compliance with: Standard Assurances; information provided on
performance reports and payment requests; and needs and threat assessments and
strategies.
(b) SUBRECIPIENT is responsible for monitoring and auditing the grant activities of any
contractor or other entity receiving Grant Funds through or from SUBRECIPIENT. This requirement
includes but is not limited to mandatory on -site verification visits.
(c) If after any monitoring review, the DHS or Cal OES makes findings that require a
Corrective Action Plan by SUBRECIPIENT, the City shall place a hold on all Reimbursement Requests
from SUBRECIPIENT until the findings are resolved.
3.10 Disbursement Procedures. San Diego shall disburse Grant Funds to SUBRECIPIENT as
follows:
(a) SUBRECIPIENT 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 SUBRECIPIENT 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. SUBRECIPIENT 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.
FY 19 UASI -. SUBRECIPIENT
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limiting the scope of the foregoing, SUBRECIPIENT 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 this Agreement, whether funded in whole or in part with Grant
Funds. SUBRECIPIENT 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 three (3) years after expiration of this Agreement or until any final audit by Cal
OES has been fully completed, whichever is later.
4.4 Inspection and Audit. SUBRECIPIENT shall make available to the UASI: Management Team,
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 SIBRECIPIENT under Section 4.3, and allow access and the right to
examine those items. SUBRECIPIENT shall permit the UASI Management Team' and City, and 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 SUBRECIPIENT has the obligation to
maintain such files, records, books, invoices,documents, payrolls and other data under this Article 4. The
DHS, the Comptroller General of the United States or designee, and Cal OES shall have the same
inspection and audit rights as the City and UASI Management Team. SUBRECIPIENT shall cooperate
with any federal or state audit.
4.5 Audit Report. If the amount specified in Section 3.2 of this agreement is $750,000 or more,
SUBRECIPIENT shall submit an organization -wide financial and compliance audit report. The audit
must be performed in accordance with GAO's Government Auditing Standards, and 2 CFR Part 200
Subpart F - Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal
Awards. SUBRECIPIENT shall submit its audit report to the UASI Management Team no later than six
months after the end of SUBRECIPIENT's fiscal year.
ARTICLE 5
REPRESENTATIONS AND WARRANTIES
SUBRECIPIENT 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 SUBRECIPIENT to the UASI
Management Team 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 Eligibility to Receive Federal Funds. By executing this Agreement, SUBRECIPIENT certifies
that it is eligible to receive federal funds, and specifically certifies as follows:
•
(a) SUBRECIPIENT is not suspended, debarred or otherwise excluded from participation in
federal assistance programs, as required by Executive Order 12549 and 12689, "Debarment and
Suspension" and implemented at 2 CFR Part 3000.
(b) SUBRECIPIENT complies with 31 U.S.C. §1352, Limitation on use of appropriated
funds to influence federal contracting and financial transactions, as implemented at 44 CFR Part 18 and 6
CFR Part 9.
FY 19 UASI - SUBRECIPIENT
Page 10 of 20 September 1, 2019
may be placed on the project as the result of FEMA's and/or Cal OES's EHP review will result in the
denial of Reimbursement Requests.
3.14 National Energy Conservation Policy and Enerav Policy Acts. SUBRECIPIENT 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 §8251 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 §13212).
3.15 Rovaltv-Free License. SUBRECIPIENT understands and agrees that FEMA reserves a royalty -
free, non-exclusive 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 using Grant Funds; and (b)
any rights of copyright that SUBRECIPIENT purchases or acquires using Grant Funds. SUBRECIPIENT
shall consult with the UASI Management Team and FEMA .regarding the allocationof any patent rights
that arise from, or are purchased with, Grant Funds,
3.16 Publication Statements. SUBRECIPIENT shall ensure that all. publications created or
developed under this Agreement prominently contain the following statement: "This. document was
prepared under a grant from the Federal Emergency Management Agencies Grant Programs Directorate
(FEMA/GPD) within the US 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/GPD or the US Department of Homeland Security."
3.17 Performance Period. SUBRECIPIENT shall ensure that hard copies of all reimbursement
requests and supporting documentation will be submitted to the UASI Management Team postmarked no
later than the Reimbursement Claim Due. Date :identified in the Subrecipient Award Letter (Attachment
A). Extension requests may be granted based on extenuating circumstances beyond the control of the
subrecipient and must be made via the Performance Period Extension Request Form (Appendix D).
Requests must contain specific and compelling justifications as to why an extension is required and must
be submitted 30 days prior to the current deadline.
ARTICLE 4
REPORTING REQUIREMENTS; AUDITS
4.1 Regular Reports. SUBRECIPIENT shall provide, in a prompt and timely manner, financial,
operational and other reports, as requested by the UASI Management Team, in form and:substance
satisfactory to the UASI Management Team. 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 Changes in Circumstances. SUBRECIPIENT 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
SUBRECIPIENT to be out of compliance with the Standard. Assurances in Appendix B.
4.3 Books and Records. SUBRECIPIENT 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, Without
FY 19 UASI — SUBRECIPIENT
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6.3 Incidental and Consequential Damages. Losses covered under this Article 6 shall include any
and all incidental and consequential damages resulting in whole or in part from SUBRECIPIENT'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 DIEGO. 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 TFIIS AGREEMENT.
ARTICLE 7.
EVENTS OF DEFAULT AND REMEDIES; TERMINATION FOR CONVENIENCE
7.1 Events of Default. The occurrence of any one 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 Managenient Team or by City
to be false or misleading.
:(b) Failure to .Perform Other Covenants. SUBRECIPIENT fails to perform or breaches
any provision or covenant of this Agreement to be performed or observed by SUBRECIPIENT 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 Comply with Applicable Laws. SUBRECIPIENT fails to perforni or
breaches any of the terms or provisions of Article 12.
(d) Voluntary Insolvency. SUBRECIPIENT(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,` (iii) 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 SUBRECIPIENT or of any substantial part of SUBRECIPIENT's property.
or (v) takes action for the purpose of any of the foregoing.
(e) Involuntary Insolvency. Without consent by SUBRECIPIENT, 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 SUBRECIPIENT or with respect to
any substantial part of SUBRECIPIENT'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 SUBRECIPIENT.
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(c) SUBRECIPIENT complies with the Drug -Free Workplace Act of 1988, as amended, 41
U.S.C. §701 et seq., as implemented in 2 CFR Part 3001, and will continue to provide a drug -free
workplace as required under that Act and implementing regulations.
(d) SUBRECIPIENT is not delinquent in the repayment of any federal debt. See OMB
Circular A-129.
SUBRECIPIENT acknowledges that these certifications of eligibility to receive federal funds are material
terms of the Agreement.
5.3 NIMS Compliance. To be eligible to receive Grant Funds, SUBRECIPIENT must meet National
Incident Management System ("NIMS") compliance requirements. By executing this Agreement,
SUBRECIPIENT certifies that it is in full NIMS compliance. SUBRECIPIENT acknowledges that this
certification is a material term of the Agreement.
ARTICLE 6
INDEMNIFICATION AND GENERAL LIABILITY
6.1 Indemnification. SUBRECIPIENT 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
SUBRECIPIENT's performance of this Agreement, including, but not limited to, the following: (a) a
material breach of this Agreement by SUBRECIPIENT; (b) a material breach of any representation or
warranty of SUBRECIPIENT contained in this Agreement; (c) any personal injury or death caused,
directly .or indirectly, by any act or omission of SUBRECIPIENT or its employees or agents; (d) any loss
of or damage to property caused, directly or indirectly, by any act or omission of SUBRECIPIENT or its
employees or agents; (e) the use, misuse or failure of any equipment or facility used by SUBRECIPIENT,
or by any of its employees or agents, regardless of whether such equipment or facility is furnished, rented
or loaned to SUBRECIPIENT by an Indemnified Party; (f) any tax, fee, assessment or other charge for
which SUBRECIPIENT 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 by SUBRECIPIENT or its
employees or agents 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 Diego's costs of investigating any claims against San Diego.
6.2 Duty to Defend; Notice of Loss. SUBRECIPIENT 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 SUBRECIPIENT by the
Indemnified Party and continues at all times thereafter. The Indemnified Party shall give
SUBRECIPIENT prompt notice of any Loss under Section 6.1 and SUBRECIPIENT 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 SUBRECIPIENT if representation of such
Indemnified Party by the counsel retained by SUBRECIPIENT would be inappropriate due to conflicts of
interest between such Indemnified Party and SUBRECIPIENT. An Indemnified Party's failure to notify
SUBRECIPIENT promptly of any Loss shallnot relieve SUBRECIPIENT of any liability to such,
Indemnified Party pursuant to Section 6.1, unless such failure materially impairs SUBRECIPIENT's
ability to defend such Loss. SUBRECIPIENT shall seek the Indemnified Party's prior written consent to
settle or compromise any Loss if SUBRECIPIENT contends that such Indemnified Party shares in
liability with respect thereto.
FY 19 UASI — SUBRECIPIENT
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.ARTICLE 8
ASSIGNMENTS
8.1 No Assignment by SUBRECIPIENT. SUBRECIPIENT 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 SUBRECIPIENT hereunder without the prior written consent of the UASI
Management Team. This Agreement shall not, nor shall any interest herein, be assignable as to the
interest of SUBRECIPIENT involuntarily or by operation of law without the prior written consent of
City. A change of ownership or control of SUBRECIPIENT or a sale or transfer of substantially all of the
assets of SUBRECIPIENT shall be deemed an assignment for purposes of this Agreement.
8.2 Agreement 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 SUBRECIPIENT Retains Responsibility. SUBRECIPIENT shall in all events remain liable for
the performance by any contractor, or assignee of all of the covenants, terms and conditions in this
Agreement.
ARTICLE 9
NOTICES AND OTHER COMMUNICATIONS
9.1 .Requirements. 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 City of San Diego Office of Homeland Security UASI Management Team:
San Diego Office of Homeland Security
9601 Ridgehaven Court, MS 1101C
San Diego, .CA 92123
Attn: Katherine Jackson, Program Manager
Facsimile No.: (619) 533-6786
If to SUBRECIPIENT:
City of National City
343 E. 16th Street
National City, CA 91950
Attn: Walter Amedee, Management Analyst III
Facsimile No.: (619) 336-4328
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 dulyauthorized agent of the party to whom the notice was sent or, if such
confirmation is not reasonably practicable, thedate indicated in the facsimile machine transmission report
of the party giving such notice. .
FY 19 UASI— SUBRECIPIENT
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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 SUBRECIPIENT and, on the date specified in such notice, this Agreement shall terminate and all
rights of SUBRECIP1ENT hereunder shall be extinguished. In the event of such termination, City will
pay SUBRECIPIENT 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 specifiedin
such notice.
(b) Withholding of Grant Funds. City may withhold all or any portion of Grant Funds not
yet disbursed hereunder, regardless of whether SUBRECIPIENT 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 Funds withheld
pursuant to this Section and subsequently disbursed to SUBRECIPIENT 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 SUBRECIPIENT 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 sple discretion, to terminate this Agreement, at any time
during the term hereof, for convenience and without cause. City shall exercise this option by giving
SUBRECIPIENT written notice of termination. The notice shall specify the date on which termination
shall become effective.
(b) Upon receipt of the notice, SUBRECIPIENT shall commence and perform, with
diligence, all actions necessary on the part of SUBRECIPIENT to effect the termination of this
Agreement on the date specified by City and to minimize the liability of SUBRECIPIENT 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, SUBRECIPIENT 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
SUBRECIPIENT 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 SUBRECIPIENT or any of its
contractors 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.
FY 19 UASI — SUBRECIPIENT
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validity of other provisions of this Agreement shall not beaffected 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.
10.9 Successors; No Third -Party 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 andtheir 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 SUBRECIPIENT 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 Standard Assurances of Appendix B.
10.11 Further Assurances. From and after the date of this Agreement, SUBRECIPIENT 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.
10.12 Disclosure of Subawards and Executive Compensation. Pursuant to the. Federal Funding
Accountability and Transparency Act (FFATA) (P.L. 109-282) as amended by Section 6202(a) of the
Government Funding Transparency Act of 2008 (P.L.110-252), full disclosure to the public of entities or
organizations receiving federal funds is now required. As defined by the Office of Management and
Budget (OMB), all new Federal awards of $25,000 or more as of October 1, 2010, are subject to FFATA
reporting requirements. The Transparency Act definition of "Federal awards" includes not only prime
awards for grantees, cooperators, and contractors, but also awards to sub -recipients. If applicable,
SUBRECIPIENT must provide the following information on SUBRECIPIENT letterhead within 30 days
of receipt of this Agreement.
1. The Total compensation and names of the top five executives if:
a) 80% or more of annual gross revenues are from Federal awards (contracts, sub -contracts
and Federal financial assistance), and $25,000,000 or more in annual gross revenues from
Federal awards; and,
b) Compensation information is not already available through reporting to the Securities and
Exchange Commission.
10.13 Cooperation with UASI Programs and Activities.
(a) Subject to reasonable terms and conditions, SUBRECIPIENT agrees to participate in
UASI-sponsored exercises, and to make available equipment acquired with Grant Funds for use as part of
such exercises.
(b) To the extent permitted bylaw, SUBRECIPIENT agrees to share with the Approval
Authority informational work products (such as plans, reports, data, etc.) created or acquired using Grant
Funds.
FY 19 UASI — SUBRECIPIENT
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9.3 Change 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 Diego of any default or breach of this Agreement shall be implied
from any failure by the UASI Management Team or San Diego to take action on account of such default
if such default persists or is repeated. No express: waiver by San Diego 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 Diego 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 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;
provided, however, that: the Program Manager or designee may establish alternate procedures for
modification of the Grant Plan.
10.3 .Governing 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 Diego.
10.4 SUBRECIPIENT to Pay All Taxes. SUBRECIPIENT 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 Raids or any of the activitiescontemplated by
this Agreement.
10.5 Headings. 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 Agreement. 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, SUBRECIPIENT Award Letter
• Appendix B, Standard Assurances.
• Appendix C, Form of Reimbursement Request
• Appendix D, Performance Period Extension Request
10.7 Certified Resolution of Signatory Authority. Upon request of San Diego, SUBRECIPIENT
shall deliver to San Diego 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 SUBRECIPIENT.
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 unenforceable, then (a) the
FY 19 UASI -:SUBRECIPIENT
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11.6 General Annual Aggregate Limit/Inclusion of Claims Investigation or Legal 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 dateof such lapse of insurance.
11.8 Evidence of Insurance. Before commencing any operations or expending. any Grant Funds under
this Agreement, SUBRECIPIENT 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
SUBRECIPIENT hereunder.
11.10 Insurance for Subcontractors and Evidence of this. Insurance. If a subcontractor will be used to
complete any portion of this Agreement, SUBRECIPIENT shall ensure that the subcontractor shall provide
all necessary insurance and shall name the City and County of San Diego, its officers, agents and employees
and the SUBRECIPIENT as additional insureds.
11.11 Authority to Self -Insure. Nothing in this Agreement shall preclude SUBRECIPIENT from self -
insuring all or part of the insurance requirement in this Article. However, SUBRECIPIENT shall provide
proof of self-insurance, in a form acceptable to San Diego, in the amounts of each line of self-insurance.
ARTICLE 12
COMPLIANCE
12.1 Nondiscriruination. In the performance of this Agreement, SUBRECIPIENT agrees not to'
discriminate against any employee, San Diego employee working with SUBRECIPIENT, applicant for
employment with SUBRECIPIENT; 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 TIN 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, SUBRECIPIENT acknowledges
that it is familiar with the provisions of Section 87100 et seq. and Section 1090 et seq., of the Governtnent
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. SUBRECIPIENT agrees that it will promptly notify: City in
writing of all violations of State, or Federal criminal law involving fraud, bribery, or gratuities affecting or
involving the use of Grant Funds.
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(c) To appropriately: recognize the regional collaborative nature of grant funded planning
projects, all groups, individuals and jurisdictions who contributed to and/orparticipated in the planning
process shall be properly and clearly acknowledged in the final deliverable.
ARTICLE 11
INSURANCE
11.1 Types and Amounts of Coverage. Without limiting SUBRECIPIENT's liability pursuant to
Article 6 of this Agreement, SUBRECIPIENT: 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
(o) 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 Requirements for General and Automobile Coverage. 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 Diego, 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.
11.3 Additional Requirements Regarding Workers' Compensation. Regarding Workers'
Compensation, SUBRECIPIENT hereby agrees to waive subrogation which any insurer of
SUBRECIPIENT may acquire from SUBRECIPIENT by virtue of the payment of any loss.
SUBRECIPIENT 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 SUBRECIPIENT, its employees, agents and subcontractors.
11.4 Additional. Requirements for All Policies. All policies shall .provide thirty days' advance written
notice to the City of reduction or nonrenewal 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 Required Post -Expiration Coverage. Should any of the required ;insurance be provided under a
claims -made form, SUBRECIPIENT 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 claims -made policies.
FY 19 UASI — SUBRECIPIENT
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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 OF SAN DIEGO:
By:
KATHERINE JACKSON
PROGRAM MANAGER
OFFICE OF HOMELAND SECURITY
Approved as to Form:
Mara W. Elliott
City Attorney
By:
Deputy City Attorney
SUBRECIPIENT:
ALEJANDRA SOTELO-SOLIS
MAYOR
Federal Tax ID #: 95-6000749
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12.3 Compliance with ADA. SUBRECIPIENT acknowledges that, pursuant to the ADA, programs,
services and other activities provided by a public, entity to the public, whether directly or througha
grantee or contractor, must be accessible to the disabled. public. SUBRECIPIENT 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.
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