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FD Get Ready 5th Grade GrantAGREEMENT BETWEEN THE CITY AND COUNTY OF SAN FRANCISCO AND THE CITY OF SAN RAFAEL FOR THE DISTRIBUTION OF FY 2010 REGIONAL CATASTROPHIC PREPAREDNESS GRANT PROGRAM FUNDS THIS AGREEMENT is made this NOVEMBER 1, 2011 in the City and County of San Francisco, State of California, by and between the CITY OF SAN RAFAEL ("SAN RAFAEL") and the CITY AND COUNTY OF SAN FRANCISCO, a municipal corporation ("San Francisco" or "City"), in its capacity as fiscal agent for the Approval Authority, as defined below, acting by and through the San Francisco Department of Emergency Management ("DEM"). RECITALS WHEREAS, The United States Department of Homeland Security ("DHS") consolidated the separate San Jose, Oakland, and San Francisco Urban Areas into a combined Bay Area Urban Area ("UASI Region") for the purpose of application for and allocation and distribution of federal Urban Areas Security Initiative ("UASI") program grant funds; and WHEREAS, The Bay Area Urban Area Approval Authority ("Approval Authority") was established as the Urban Area Working Group ("UAWG") for the UASI Region, to provide overall governance of certain homeland security grant program across the UASI Region, to coordinate development and implementation of homeland security grant program initiatives, and to ensure compliance with all grant program requirements; and WHEREAS, The UASI General Manager is responsible for implementing and managing the policy and program decisions of the Approval Authority, directing the work of the UASI Management Team personnel, and performing other duties as determined and directed by the Approval Authority, and WHEREAS, San Francisco has been designated as the grantee for certain federal homeland security funds granted by the DHS through the California Emergency Management Agency ("CalEMA") to the Bay Area Region, including Regional Catastrophic Preparedness Grant Program ("RCPGP") funds, with responsibility to establish procedures and execute subgrant agreements for the distribution of those grant funds; and WHEREAS, San Francisco has been designated to serve as the fiscal agent for the Approval Authority, and to establish procedures and provide all financial services for distribution of federal homeland security grant funds within the UASI Region; and WHEREAS, Pursuant to grant award and grant distribution decisions by the Approval Authority, the UASI Management Team has asked San Francisco to distribute a portion of the regional RCPGP grant funds to SAN RAFAEL on the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows: FY 10 RCPGP SAN RAFAEL Page 1 of 21 NOVEMBER 1, 2011 ARTICLE 1 DEFINITIONS 1.1 Specific Terms. Unless the.context requires otherwise, the following capitalized terms (whether singular or plural) shall have the meanings set forth below: (a) "ADA" shall mean the Americans with Disabilities Act (including all rules and regulations there under) and all other applicable federal, state and local disability rights legislation, as the same may be amended, modified or supplemented from time to time. (b) "Authorized Expenditures" shall mean expenditures for those purposes identified and budgeted in Appendix A, attached hereto and incorporated by reference as though fully set forth herein. (c) "Event of Default" shall have the meaning set forth in Section 7.1. (d) "Fiscal Quarter" shall mean each period of three calendar months commencing on July 1, October 1, January 1, and April 1, respectively. (e) "Grant Funds" shall mean any and all funds allocated or disbursed to SAN RAFAEL under this Agreement. (f) "Grant Plan" shall mean the plans, performances, events, exhibitions, acquisitions or other activities or matter, and the budget and requirements, described in Appendix A. If SAN RAFAEL requests any modification to the Grant Plan, SAN RAFAEL shall submit a written request to the UASI General Manager with the following information: Scope of change requested, reason for change, proposed plan for change, summary of prior approved and requested modifications to the Grant Plan, and any necessary approvals in support of the requested change (e.g., EHP). (g) "Indemnified Parties" shall mean: (i) San Francisco, including all commissions, departments including DEM, agencies, and other subdivisions of San Francisco; (ii) San Francisco's elected officials, directors, officers, employees, agents, successors, and assigns; and (iii) all persons or entities acting on behalf of the foregoing. (h) "Losses" shall mean any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, judgments, fees, expenses and costs of whatsoever kind and nature (including legal fees and expenses and costs of investigation, of prosecuting or defending any Loss described above) whether or not such Loss be founded or unfounded, of whatsoever kind and nature. (i) "Reimbursement Request" shall have the meaning set forth in Section 3.11(a). 1.2 Additional Terms. The terms "as directed," "as required" or "as permitted" and similar terms shall refer to the direction, requirement, or permission of City. The terms "sufficient," "necessary" or "proper' and similar terms shall mean sufficient, necessary or proper in the sole judgment of City. The terms "approval," "acceptable" or "satisfactory" or similar terms shall mean approved by, or acceptable 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," "subgrantee," "successor" or "assign" herein refers only to a subcontractor, subgrantee, successor or assign expressly permitted under Article 8. FY 10 RCPGP SAN RAFAEL Page 2 of 21 NOVEMBER 1, 2011 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 such as "hereunder," herein or "hereto" refer to this Agreement as a whole. 1.4 Reference to laws. Any reference in this Agreement to a federal or state statute, regulation, executive order, requirement, policy, guide, guideline, 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 FRANCISCO'S OBLIGATIONS 2.1 Risk of Non -Allocation of Grant Funds. This Agreement is subject to all federal and state grant requirements and guidelines, including DHS and CalEMA requirements, guidelines, information bulletins, and instructions, the decision-making of the CalEMA 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 Francisco Charter. The Approval Authority shall have no obligation to allocate or direct disbursement of funds for this Agreement in lieu of allocations for new or other agreements. SAN RAFAEL acknowledges and agrees that grant decisions are subject to the discretion of the CalEMA and Approval Authority. Further, SAN RAFAEL acknowledges and agrees that the City shall have no obligation to disburse grant funds to SAN RAFAEL until City and SAN RAFAEL have fully and finally executed this Agreement. SAN RAFAEL acknowledges and agrees that if it takes any action, informal or formal, to appropriate, encumber or expend Grant Funds before final allocation decisions by CalEMA and the Approval Authority, and before this Agreement is fully and finally 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 until prior written authorization certified by the San Francisco Controller. In addition, as set forth in Section 21.19 of the San Francisco Administrative Code: (a) San Francisco's obligations hereunder shall not at any time exceed the amount approved in the grant award and/or by the Approval Authority, and certified by the Controller for the purpose and period stated in such certification. (b) Except as may be provided by San Francisco ordinances governing emergency conditions, San Francisco and its employees and officers, and the UASI Management Team and its personnel, are not authorized to request SAN RAFAEL to perform services or to provide materials, equipment and supplies that would result in SAN RAFAEL performing services or providing materials, equipment and supplies that are beyond the scope of the services, materials, equipment and supplies specified in this Agreement, unless this Agreement is amended in writing and approved as required by law to authorize the additional services, materials, equipment or supplies. San Francisco is not required to pay SAN RAFAEL for services, materials, equipment or supplies that are provided by SAN RAFAEL that are beyond the scope of the services, materials, equipment and supplies agreed upon herein and which FY 10 RCPGP SAN RAFAEL Page 3 of 21 NOVEMBER 1, 2011 were not approved by a written amendment to this Agreement having been lawfully executed by San Francisco. (c) San Francisco and its employees and officers, and the UASI Management Team and its personnel, are not authorized to offer or promise to SAN RAFAEL additional funding for this Agreement that would exceed the maximum amount of funding provided for herein. Additional funding for this Agreement in excess of the maximum provided herein shall require lawful approval and certification by the Controller. San Francisco is not required to honor any offered or promised additional funding that exceeds the maximum provided in this Agreement that requires lawful approval and certification of the Controller when the lawful approval and certification by the Controller has not been obtained. (d) The Controller is not authorized to make payments on any agreement for which funds have not been certified as available in the budget or by supplemental appropriation. 2.3 SUPERSEDURE OF CONFLICTING PROVISIONS. IN THE EVENT OF ANY CONFLICT BETWEEN ANY OF THE PROVISIONS OF THIS ARTICLE 2 AND ANY OTHER PROVISION OF THIS AGREEMENT, THE APPLICATION DOCUMENTS OR ANY OTHER DOCUMENT OR COMMUNICATION RELATING TO THIS AGREEMENT, THE TERMS OF THIS ARTICLE 2 SHALL GOVERN. ARTICLE 3 PERFORMANCE OF THE AGREEMENT 3.1 Duration of Term. The term of this Agreement shall commence on NOVEMBER 1, 2011 and shall end at 11:59 p.m. San Francisco time on JANUARY 31, 2013. 3.2 Grant Allocation: Grant Match. The total allocation of Grant Funds to SAN RAFAEL is TWO HUNDRED SIXTY-FOUR THOUSAND, SIX HUNDRED SIXTY-SEVEN DOLLARS ($264,667). The total allocation includes a mandatory 25% local Grant Match requirement of SIXTY-SIX THOUSAND, ONE HUNDRED SIXTY-SEVEN DOLLARS ($66,167). SAN RAFAEL shall provide the required Grant Match through in-kind services or appropriation of non -Federal funds, as defined in 44 C.F.R. §13.24. Pursuant to its approved Grant Match plan due under Appendix A, SAN RAFAEL shall provide a Grant Match of in-kind services or non -Federal funds each time it submits a Reimbursement Request under Section 3.11, in an amount equal to 25% of the Reimbursement Request. 3.3 Maximum Amount of Funds. In no event shall the amount of Grant Funds disbursed hereunder exceed ONE HUNDRED NINETY-EIGHT THOUSAND, FIVE HUNDRED DOLLARS ($198,500). 3.4 Use of Funds. (a) General Requirements. SAN RAFAEL shall use the Grant Funds received under this Agreement for the purposes and in the amounts set forth in the Grant Plan. SAN RAFAEL 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. SAN RAFAEL shall not permit any federal employee to receive Grant Funds. FY 10 RCPGP SAN RAFAEL Page 4 of 21 NOVEMBER 1, 2011 (b) Modification of Grant Plan. Under Section 1.1(f) of this Agreement, SAN RAFAEL may submit a written request to modify the Grant Plan. SAN RAFAEL shall not appropriate, encumber or expend any additional or reallocated Grant Funds pursuant to such a request for modification until (1) the General Manager or designee has provided written approval for the request and (2) the parties have finally executed a modification of this Agreement under Section 10.2, to reflect the modified Grant Plan. In addition, if the modification request requires approval from the Approval Authority and/or CaIEMA, as determined by the General Manager, SAN RAFAEL 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 CalEMA. (c) No Supplanting. SAN RAFAEL shall use Grant Funds to supplement existing funds, and not replace (supplant) funds that have been appropriated for the same purpose. (d) Obligations. SAN RAFAEL 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. 3.5 Grant Assurances; Other Requirements; Cooperation with Monitoring. (a) SAN RAFAEL shall comply with all Grant Assurances included in Appendix B, attached hereto and incorporated by reference as though fully set forth herein. SAN RAFAEL shall require all subgrantees, contractors and other entities receiving Grant Funds through or from SAN RAFAEL to execute a copy of the Grant Assurances, and shall ensure that they comply with those Grant Assurances. (b) In addition to complying with all Grant Assurances, SAN RAFAEL shall comply with all applicable statutes, regulations, executive orders, requirements, policies, guides, guidelines, information bulletins, CalEMA grant management memos, and instructions; the terms and conditions of the grant award; the approved application, and any conditions imposed by CalEMA or the Approval Authority. SAN RAFAEL shall require and ensure that all subgrantees, contractors and other entities receiving Grant Funds through or from SAN RAFAEL comply with all applicable statutes, regulations, executive orders, requirements, policies, guides, guidelines, information bulletins, CalEMA grant management memos, and instructions; the terms and conditions of the grant award; the approved application, and any conditions imposed by CalEMA or the Approval Authority. (c) SAN RAFAEL shall promptly comply with all standards, specifications and formats of San Francisco and the UASI Management Team, as they may from time to time exist, related to evaluation, planning and monitoring of the Grant Plan and compliance with this Agreement. SAN RAFAEL shall cooperate in good faith with San Francisco and the UASI Management Team in any evaluation, inspection, planning or monitoring activities conducted or authorized by DHS, CalEMA, San Francisco or the UASI Management Team. For ensuring compliance with non -supplanting requirements, upon request by City or the UASI Management Team, SAN RAFAEL shall supply documentation certifying that a reduction of non-federal resources occurred for reasons other than the receipt or expected receipt of Grant Funds. 3.6 Administrative, Proqrammatic and Financial Manaqement Requirements. SAN RAFAEL 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 SAN RAFAEL comply with the following non-exclusive list FY 10 RCPGP SAN RAFAEL Page 5 of 21 NOVEMBER 1, 2011 of regulations commonly applicable to DHS grants, as applicable to this Agreement and the Grant Plan: (a) Administrative Requirements: 1. 44 CFR Part 13, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments; and 2. 2 CFR Part 215, Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals, and Other Non - Profit Organizations (formerly OMB Circular A-110). (b) Cost Principles: 1. 2 CFR Part 225, Cost Principles for State, Local, and Indian Tribal Governments (formerly OMB Circular A-87); 2. 2 CFR Part 220, Cost Principles for Educational Institutions (formerly OMB Circular A-21); 3. 2 CFR Part 230, Cost Principles for Non -Profit Organizations (formerly OMB Circular A-122); and 4. Federal Acquisition Regulations (FAR), Part 31.2 Contract Principles and Procedures, Contracts with Commercial Organizations. (c) Audit Requirements: 1. OMB Circular A-133, Audits of States, Local Governments, and Non -Profit Organizations. 37 Technology Requirements. (a) National Information Exchange Model ("NIEM"). SAN RAFAEL shall use the latest NIEM specifications and guidelines regarding the use of Extensible Markup Language ("XML") for all awards of Grant Funds. (b) Geospatial Guidance. SAN RAFAEL is encouraged to use Geospatial technologies, which can capture, store, analyze, transmit and/or display location -based information (i.e., information linked to a latitude and longitude), and to align any geospacial 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. (d) SAN RAFAEL is encouraged to use the DHS guidance in Best Practices for Government Use of CCTV: Implementing the Fair Information Practice Principles, if Grant Funds are used to purchase or install closed circuit television (CCTV) systems or to support operational CCN systems. 3.8 Procurement Requirements. (a) General Requirements. SAN RAFAEL 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. FY 10 RCPGP SAN RAFAEL Page 6 of 21 NOVEMBER 1, 2011 (b) Specific Purchases. If SAN RAFAEL is using Grant Funds to purchase interoperable communication equipment, SAN RAFAEL shall consult DHS's SAFECOM's coordinated grant guidance, which outlines standards and equipment information to enhance interoperable communication. If SAN RAFAEL is using Grant Funds to acquire critical emergency supplies, prior to expending any Grant Funds, SAN RAFAEL shall submit to the UASI Management Team for approval by CaIEMA a viable inventory management plan, an effective distribution 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. SAN RAFAEL shall obtain a performance bond for any equipment items over $250,000 or any vehicle, aircraft or watercraft financed with Grant Funds. 3.9 Subqrantee and Contractor Requirements. (a) SAN RAFAEL shall ensure and independently verify that any subgrantee, contractor or other entity receiving Grant Funds through or from SAN RAFAEL 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 44 CFR Part 17. SAN RAFAEL shall obtain documentation of eligibility before disbursing Grant Funds to any subgrantee, contractor or other entity. SAN RAFAEL shall maintain documentary proof of this verification in its files. SAN RAFAEL 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. SAN RAFAEL shall also establish procedures to provide for effective use and/or dissemination of the list to assure that its grantees and subgrantees, including contractors, at any tier do not make awards in violation of the non -procurement debarment and suspension common rule. (b) SAN RAFAEL shall ensure that any subgrantee, contractor or other entity receiving Grant Funds through or from SAN RAFAEL complies with the requirements of 44 CFR Part 18, New Restrictions on Lobbying; and (c) SAN RAFAEL shall ensure that any subgrantee, contractor or other entity receiving Grant Funds through or from SAN RAFAEL complies with the requirements of 44 CFR Part 17, Government -wide Requirements for a Drug -Free Workplace (Grants). 3.10 Monitorina Grant Performance. (a) City and the UASI Management Team are both authorized to perform periodic monitoring reviews of SAN RAFAEL'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: FY 10 RCPGP SAN RAFAEL Page 7 of 21 NOVEMBER 1, 2011 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: Grant Assurances; information provided on performance reports and payment requests; and needs and threat assessments and strategies. (b) SAN RAFAEL is responsible for monitoring and auditing the grant activities of any subgrantee, contractor or other entity receiving Grant Funds through or from SAN RAFAEL. This requirement includes but is not limited to mandatory on-site verification visits. (c) If after any monitoring review, the DHS or CalEMA makes findings that require a Corrective Action Plan by SAN RAFAEL, the City shall place a hold on all Reimbursement Requests from SAN RAFAEL until the finding is resolved. 3.11 Disbursement Procedures. San Francisco shall disburse Grant Funds to SAN RAFAEL as follows: (a) SAN RAFAEL 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 SAN RAFAEL 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 SAN RAFAEL any Reimbursement Request that is submitted and not approved by the UASI Management Team, with a brief statement of the reason for the rejection of the Reimbursement Request. (c) The UASI Management Team will submit any Reimbursement Request that is approved by the UASI Management Team to DEM. City through DEM shall review the Reimbursement Request for compliance with this Agreement and all applicable guidelines and requirements. City shall return to the UASI Management Team any Reimbursement Request that is not approved by City, with a brief explanation of the reason for the rejection of the Reimbursement Request. (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 SAN RAFAEL submits a Reimbursement Request that is in all respects acceptable to the UASI Management Team and to City. (e) For Reimbursement Requests approved by both the UASI Management Team and City, City shall disburse Grant Funds by check payable to SAN RAFAEL, sent via U.S. mail in accordance with Article 9, unless City otherwise agrees in writing, in its sole discretion. City shall make disbursements of Grant Funds no more than once during each MONTHLY. FY 10 RCPGP SAN RAFAEL Page 8 of 21 NOVEMBER 1, 2011 (f) If SAN RAFAEL is not in compliance with any provision of this Agreement, City may withhold disbursement of Grant Funds until SAN RAFAEL has taken corrective action and currently complies with all terms and conditions of the Agreement. 3.12 Disallowance. SAN RAFAEL 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, SAN RAFAEL 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 SAN RAFAEL hereunder or under any other Agreement with SAN RAFAEL. Any such offset with respect to a portion of the disallowed amount shall not release SAN RAFAEL from SAN RAFAEL's obligation hereunder to refund the remainder of the disallowed amount. 3.13 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. By executing this Agreement, SAN RAFAEL acknowledges its responsibility and agrees to sustain continuing programs beyond the Grant Funding period. SAN RAFAEL acknowledges and agrees that this sustainability requirement is a material term of the Agreement. 3.14 EHP Requirements. (a) Grant Funded projects must comply with the federal Environmental and Historic Preservation ("EHP") program. SAN RAFAEL shall not initiate any project with the potential to impact environmental or historic properties or resources until CalEMA and FEMA have completed EHP reviews and approved the project. Examples of projects that may impact EHP resources include: communications towers, physical security enhancements, new construction, and modifications to buildings, structures and objects that are 50 years old or greater. SAN RAFAEL shall notify the UASI Management Team of any project that may require an EHP review. SAN RAFAEL agrees to provide detailed project information to FEMA, CalEMA and/or the UASI Management Team, to cooperate fully in the review, and to prepare any documents requested for the review. SAN RAFAEL 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, SAN RAFAEL may use Grant Funds toward the costs of preparing documents and/or implementing treatment or mitigation measures. Any change to the approved project scope of work will require re-evaluation for compliance with EHP requirements. If ground disturbing activities occur during project implementation, SAN RAFAEL shall notify the UASI Management Team and ensure monitoring of ground disturbance. If any potential archeological resources are discovered, SAN RAFAEL shall immediately cease construction in that area and notify the UASI Management Team, which will notify the appropriate State Historic Preservation Office. If SAN RAFAEL is using Grant Funds for a communication tower project, SAN RAFAEL shall complete its Federal Communication Commission ("FCC") EHP process before preparing its CaIEMA/FEMA EHP materials, and shall include the FCC EHP materials in the CaIEMA/FEMA submission. (b) Any construction or other project that SAN RAFAEL initiates without the necessary EHP review and approval will not be eligible for reimbursement. Failure of SAN RAFAEL to meet federal, State, and local EHP requirements, obtain applicable permits, or comply with any conditions that may be placed on the project as the result of FEMA's and/or CaIEMA's EHP review will result in the denial of Reimbursement Requests. FY 10 RCPGP SAN RAFAEL Page 9 of 21 NOVEMBER 1, 2011 3.15 National Enerav Conservation Policv and Energy Policv Acts. SAN RAFAEL 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). 3.16 Rovaltv-Free License. SAN RAFAEL 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 SAN RAFAEL purchases or acquires using Grant Funds. SAN RAFAEL shall consult with the UASI Management Team and FEMA regarding the allocation of any patent rights that arise from, or are purchased with, Grant Funds. 3.17 Publication Statements. SAN RAFAEL 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." ARTICLE 4 REPORTING REQUIREMENTS; AUDITS 41 Reqular Reports. SAN RAFAEL shall provide, in a prompt and timely manner, financial, operational and other reports, as requested by the UASI Management Team or by City, in form and substance satisfactory to the UASI Management Team or City. Such reports, including any copies, shall be submitted on recycled paper and printed on double -sided pages, to the maximum extent possible. 4.2 Notification of Defaults or Chanqes in Circumstances. SAN RAFAEL 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 SAN RAFAEL to be out of compliance with the Grant Assurances in Appendix B. 43 Books and Records. SAN RAFAEL 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 limiting the scope of the foregoing, SAN RAFAEL 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. SAN RAFAEL shall maintain all of the files, records, books, invoices, documents, payrolls and other data required to be FY 10 RCPGP SAN RAFAEL Page 10 of 21 NOVEMBER 1, 2011 maintained under this Section in a readily accessible location and condition for a period of not less than five (5) years after expiration of this Agreement or until any final audit by CalEMA has been fully completed, whichever is later. 4.4 Inspection and Audit. SAN RAFAEL shall make available to the UASI Management Team and to City, and to UASI Management Team and City employees and authorized representatives, during regular business hours, all of the files, records, books, invoices, documents, payrolls and other data required to be established and maintained by SAN RAFAEL under Section 4.3, and allow access and the right to examine those items. SAN RAFAEL 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 SAN RAFAEL 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 CalEMA shall have the same inspection and audit rights as the City and UASI Management Team. SAN RAFAEL shall cooperate with any federal or state audit. 4.5 Audit Report. If the amount specified in Section 3.2 of this agreement is $500,000 or more, SAN RAFAEL shall submit an organization -wide financial and compliance audit report. The audit must be performed in accordance with GAO's Government Auditing Standards, and OMB Circular A-133, Audits of States, Local Governments and Non -Profit Organizations. SAN RAFAEL shall submit its audit report to the UASI Management Team no later than six months after the end of SAN RAFAEL's fiscal year. ARTICLE 5 REPRESENTATIONS AND WARRANTIES SAN RAFAEL 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 SAN RAFAEL to the UASI Management Team or to City in connection with this Agreement, any Reimbursement Request or any other document relating to any of the foregoing, contains or will contain any untrue statement of material fact or omits or will omit a material fact necessary to make the statements contained therein not misleading, under the circumstances under which any such statement shall have been made. 5.2 Eliqibility to Receive Federal Funds. By executing this Agreement, SAN RAFAEL certifies that it is eligible to receive federal funds, and specifically certifies as follows: (a) SAN RAFAEL 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 44 CFR Part 17. (b) SAN RAFAEL 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. (c) SAN RAFAEL complies with the Drug -Free Workplace Act of 1988, as amended, 41 U.S.C. §701 et seq., as implemented in 44 CFR Part 17, and will continue to provide a drug- free workplace as required under that Act and implementing regulations. FY 10 RCPGP SAN RAFAEL Page 11 of 21 NOVEMBER 1, 2011 (d) SAN RAFAEL is not delinquent in the repayment of any federal debt. See OMB Circular A-129. SAN RAFAEL 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, SAN RAFAEL must meet National Incident Management System ("NIMS") compliance requirements, and report full NIMS compliance via the National Incident Management System Capability Assessment Support Tool ("NIMSCAST"). By executing this Agreement, SAN RAFAEL certifies that it is in full NIMS compliance, and that it has reported that compliance via the NIMSCAST. SAN RAFAEL shall provide documentation of its NIMS compliance to the UASI Management Team. SAN RAFAEL acknowledges that this certification is a material term of the Agreement. ARTICLE 6 INDEMNIFICATION AND GENERAL LIABILITY 6.1 Indemnification. SAN RAFAEL 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 SAN RAFAEL's performance of this Agreement, including, but not limited to, the following: (a) a material breach of this Agreement by SAN RAFAEL; (b) a material breach of any representation or warranty of SAN RAFAEL contained in this Agreement; (c) any personal injury or death caused, directly or indirectly, by any act or omission of SAN RAFAEL or its employees, subgrantees or agents; (d) any loss of or damage to property caused, directly or indirectly, by any act or omission of SAN RAFAEL or its employees, subgrantees or agents; (e) the use, misuse or failure of any equipment or facility used by SAN RAFAEL, or by any of its employees, subgrantees or agents, regardless of whether such equipment or facility is furnished, rented or loaned to SAN RAFAEL by an Indemnified Party; (f) any tax, fee, assessment or other charge for which SAN RAFAEL 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 SAN RAFAEL or its employees, subgrantees, 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 Francisco's costs of investigating any claims against San Francisco. 6.2 Duty to Defend; Notice of Loss. SAN RAFAEL 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 SAN RAFAEL by the Indemnified Party and continues at all times thereafter. The Indemnified Party shall give SAN RAFAEL prompt notice of any Loss under Section 6.1 and SAN RAFAEL 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 SAN RAFAEL if representation of such Indemnified Party by the counsel retained by SAN RAFAEL would be inappropriate due to conflicts of interest between such Indemnified Party and SAN RAFAEL. An Indemnified Party's failure to notify SAN RAFAEL promptly of any Loss shall not relieve SAN RAFAEL of any liability to such Indemnified Party pursuant to Section 6. 1, unless such failure materially impairs SAN RAFAEL's ability to defend such Loss. SAN RAFAEL shall seek the Indemnified Party's prior written consent to settle or FY 10 RCPGP SAN RAFAEL Page 12 of 21 NOVEMBER 1, 2011 compromise any Loss if SAN RAFAEL contends that such Indemnified Party shares in liability with respect thereto. 6.3 Incidental and Consequential Damaqes. Losses covered under this Article 6 shall include any and all incidental and consequential damages resulting in whole or in part from SAN RAFAEL's acts or omissions. Nothing in this Agreement shall constitute a waiver or limitation of any rights that any Indemnified Party may have under applicable law with respect to such damages. 6.4 LIMITATION ON LIABILITY OF SAN FRANCISCO. CITY'S OBLIGATIONS UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AGGREGATE AMOUNT OF GRANT FUNDS ACTUALLY DISBURSED HEREUNDER. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED IN THIS AGREEMENT OR ANY OTHER DOCUMENT OR COMMUNICATION RELATING TO THIS AGREEMENT, IN NO EVENT SHALL CITY BE LIABLE, REGARDLESS OF WHETHER ANY CLAIM IS BASED ON CONTRACT OR TORT, FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE GRANT FUNDS, THE GRANT PLAN OR ANY ACTIVITIES PERFORMED IN CONNECTION WITH THIS AGREEMENT. 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 Management Team or by City to be false or misleading. (b) Failure to Perform Other Covenants. SAN RAFAEL fails to perform or breaches any provision or covenant of this Agreement to be performed or observed by SAN RAFAEL 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. SAN RAFAEL fails to perform or breaches any of the terms or provisions of Article 12. (d) Voluntary Insolvencv. SAN RAFAEL(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 SAN RAFAEL or of any substantial part of SAN RAFAEL's property or (v) takes action for the purpose of any of the foregoing. (e) Involuntary Insolvencv,. Without consent by SAN RAFAEL, 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 SAN RAFAEL or with respect to any substantial part of SAN RAFAEL's property, FY 10 RCPGP SAN RAFAEL Page 13 of 21 NOVEMBER 1, 2011 (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 SAN RAFAEL. 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 SAN RAFAEL and, on the date specified in such notice, this Agreement shall terminate and all rights of SAN RAFAEL hereunder shall be extinguished. In the event of such termination, City will pay SAN RAFAEL for Authorized Expenditures in any Reimbursement Request that was submitted and approved by the UASI Management Team and by City prior to the date of termination specified in such notice. (b) Withholding of Grant Funds. City may withhold all or any portion of Grant Funds not yet disbursed hereunder, regardless of whether SAN RAFAEL 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 SAN RAFAEL 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 SAN RAFAEL in breach of the terms of this Agreement, together with interest thereon from the date of disbursement at the maximum rate permitted under applicable law. 7.3 Termination for Convenience. (a) City shall have the option, in its sole discretion, to terminate this Agreement, at any time during the term hereof, for convenience and without cause. City shall exercise this option by giving SAN RAFAEL written notice of termination. The notice shall specify the date on which termination shall become effective. (b) Upon receipt of the notice, SAN RAFAEL shall commence and perform, with diligence, all actions necessary on the part of SAN RAFAEL to effect the termination of this Agreement on the date specified by City and to minimize the liability of SAN RAFAEL 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, SAN RAFAEL 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 SAN RAFAEL 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 SAN RAFAEL or any of its contractors or subgrantees after the termination date specified by City. (e) City's payment obligation under this Section shall survive termination of this Agreement. FY 10 RCPGP SAN RAFAEL Page 14 of 21 NOVEMBER 1, 2011 7.4 Remedies Nonexclusive. Each of the remedies provided for in this Agreement may be exercised individually or in combination with any other remedy available hereunder or under applicable laws, rules and regulations. The remedies contained herein are in addition to all other remedies available to City at law or in equity by statute or otherwise and the exercise of any such remedy shall not preclude or in any way be deemed to waive any other remedy. ARTICLE 8 ASSIGNMENTS 8.1 No Assignment by SAN RAFAEL. SAN RAFAEL 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 SAN RAFAEL hereunder without the prior written consent of the UASI Management Team; provided, however, that any contractor or subgrantee specifically referenced in Appendix A shall not require the consent of Management Team. This Agreement shall not, nor shall any interest herein, be assignable as to the interest of SAN RAFAEL involuntarily or by operation of law without the prior written consent of City. A change of ownership or control of SAN RAFAEL or a sale or transfer of substantially all of the assets of SAN RAFAEL shall be deemed an assignment for purposes of this Agreement. 8.2 Aareement Made in Violation of this Article. Any agreement made in violation of Section 8.1 shall confer no rights on any person or entity and shall automatically be null and void. 8.3 SAN RAFAEL Retains Responsibility. SAN RAFAEL shall in all events remain liable for the performance by any subgrantee 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 San Francisco: San Francisco Department of Emergency Management 1011 Turk Street San Francisco, CA 94102 Attn: Anne Kronenberg, Executive Director Facsimile No.: (415) 558-3864 If to the UASI Management Team: UASI Management Team 10 Lombard Street, Suite 410 San Francisco, CA 94111 Attn: Teresa Serata, Director of Strategy and Compliance Facsimile No.: (415) 705-8513 FY 10 RCPGP SAN RAFAEL Page 15 of 21 NOVEMBER 1, 2011 If to SAN RAFAEL: City of San Rafael P.O. Box 15160 San Rafael, CA 94915 Attn: Nancy Mackle, City Manager Facsimile No.: (415) 459-2242 San Rafael Office of Emergency Services 1400 Fifth Avenue San Rafael, CA 94901 Attn: Steven E. Hancock Facsimile No.: (415) 485-3177 9.2 Effective Date. All communications sent in accordance with Section 9.1 shall become effective on the date of receipt. Such date of receipt shall be determined by: (a) if mailed, the return receipt, completed by the U.S. postal service; (b) if sent via hand delivery, a receipt executed by a duly authorized agent of the party to whom the notice was sent; or (c) if sent via facsimile, the date of telephonic confirmation of receipt by a duly authorized agent of the party to whom the notice was sent or, if such confirmation is not reasonably practicable, the date indicated in the facsimile machine transmission report of the party giving such notice. 9.3 Chanqe of Address. From time to time any party hereto may designate a new address or recipient for notice for purposes of this Article 9 by written notice to the other party and the UASI Management Team. ARTICLE 10 MISCELLANEOUS 10.1 No Waiver. No waiver by San Francisco of any default or breach of this Agreement shall be implied from any failure by the UASI Management Team or San Francisco to take -)n on -r -,count of such default if such default persists or is repeated. No express waiver by Say o shall affect any default other than the default specified in the waiver and shall be operative for the time and to the extent therein stated. Waivers by San Francisco of any covenant, term or condition contained herein shall not be construed as a waiver of any subsequent breach of the same covenant, term or condition. The consent or approval by the UASI Management Team or San Francisco of any action requiring further consent or approval shall not be deemed to waive or render unnecessary the consent or approval to or of any subsequent similar act. 10.2 Modification. This Agreement may not be modified, nor may compliance with any of its terms be waived, except by written instrument executed and approved in the same manner as this Agreement. 10.3 Governinq Law; Venue. The formation, interpretation and performance of this Agreement shall be governed by the laws of the State of California, without regard to its conflict of laws principles. Venue for all litigation relative to the formation, interpretation and performance of this Agreement shall be in San Francisco. 10.4 SAN RAFAEL to Pav All Taxes. SAN RAFAEL 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, FY 10 RCPGP SAN RAFAEL Page 16 of 21 NOVEMBER 1, 2011 levied upon or in connection with this Agreement, the Grant Plan, the Grant Funds or any of the activities contemplated by this Agreement. 10.5 Headinas. All article and section headings and captions contained in this Agreement are for reference only and shall not be considered in construing this Agreement. 10.6 Entire 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, Authorized Expenditures Appendix B, Grant Assurances Appendix C, Form of Funding Request 10.7 Certified Resolution of Signatory Authoritv. Upon request of San Francisco, SAN RAFAEL shall deliver to San Francisco a copy of the corporate resolution(s) authorizing the execution, delivery and performance of this Agreement, certified as true, accurate and complete by the appropriate authorized representative of SAN RAFAEL. 10.8 Severabilitv. 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 validity of other provisions of this Agreement shall not be affected or impaired thereby, and (b) such provision shall be enforced to the maximum extent possible so as to effect the intent of the parties and shall be reformed without further action by the parties to the extent necessary to make such provision valid and enforceable. 10.09 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 and their respective successors and assigns and, in the case of Article 6, the Indemnified Parties) any legal or equitable right, remedy or claim under or in respect of this Agreement or any covenants, conditions or provisions contained herein. 10.10 Survival of Terms. The obligations of SAN RAFAEL and the terms of the following provisions of this Agreement shall survive and continue following expiration or termination of this Agreement: Sections 4.3 and 4.4, Article 6, this Article 10, and the Grant Assurances of Appendix B. 10.11 Further Assurances. From and after the date of this Agreement, SAN RAFAEL agrees to do such things, perform such acts, and make, execute, acknowledge and deliver such documents as may be reasonably necessary or proper and usual to complete the transactions contemplated by this Agreement and to carry out the purpose of this Agreement in accordance with this Agreement. ARTICLE 11 INSURANCE 11.1 Tvaes and Amounts of Coverage. Without limiting SAN RAFAEL's liability pursuant to Article 6 of this Agreement, SAN RAFAEL shall maintain in force, during the full term of the Agreement, insurance in the following amounts and coverages: FY 10 RCPGP SAN RAFAEL Page 17 of 21 NOVEMBER 1, 2011 (a) Workers' Compensation, in statutory amounts, with Employers' Liability Limits not less than $1,000,000 each accident, injury, or illness; and (b) Commercial General Liability Insurance with limits not less than $1,000,000 each occurrence Combined Single Limit for Bodily Injury and Property Damage, including Contractual Liability, Personal Injury, Products and Completed Operations; and (c) Commercial Automobile Liability Insurance with limits not less than $1,000,000 each occurrence Combined Single Limit for Bodily Injury and Property Damage, including Owned, Non -Owned and Hired auto coverage, as applicable. 11.2 Additional 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 Francisco, its Officers, Agents, and Employees. (b) That such policies are primary insurance to any other insurance available to the Additional Insureds, with respect to any claims arising out of this Agreement, and that insurance applies separately to each insured against whom claim is made or suit is brought. 11.3 Additional Requirements Regarding Workers' Compensation. Regarding Workers' Compensation, SAN RAFAEL hereby agrees to waive subrogation which any insurer of SAN RAFAEL may acquire from SAN RAFAEL by virtue of the payment of any loss. SAN RAFAEL 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 SAN RAFAEL, 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, SAN RAFAEL 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. 11.6 General Annual Aggregate Limittinclusion 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 date of such lapse of insurance. FY 10 RCPGP SAN RAFAEL Page 18 of 21 NOVEMBER 1, 2011 11.8 Evidence of Insurance. Before commencing any operations or expending any Grant Funds under this Agreement, SAN RAFAEL 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 SAN RAFAEL hereunder. 11.10 Insurance for Subcontractors and Evidence of this Insurance. If a subcontractor or subgrantee will be used to complete any portion of this Agreement, SAN RAFAEL shall ensure that the subcontractor or subgrantee shall provide all necessary insurance and shall name the City and County of San Francisco, its officers, agents and employees and the SAN RAFAEL as additional insureds. 11.11 Authoritv to Self -Insure. Nothing in this Agreement shall preclude SAN RAFAEL from self-insuring all or part of the insurance requirement in this Article. However, SAN RAFAEL shall provide proof of self-insurance, in a form acceptable to San Francisco, in the amounts of each line of self-insurance. ARTICLE 12 COMPLIANCE 12.1 Nondiscrimination. In the performance of this Agreement, SAN RAFAEL agrees not to discriminate against any employee, San Francisco employee working with SAN RAFAEL or any subgrantee of SAN RAFAEL, applicant for employment with SAN RAFAEL or subgrantee of SAN RAFAEL, or against any person seeking accommodations, advantages, facilities, privileges, services, or membership in all business, social, or other establishments or organizations, on the basis of the fact or perception of a person's race, color, creed, religion, national origin, ancestry, age, height, weight, sex, sexual orientation, gender identity, domestic partner status, marital status, disability or Acquired Immune Deficiency Syndrome or HIV status (AIDS/HIV status), or association with members of such protected classes, or in retaliation for opposition to discrimination against such classes. 12.2 Conflict of Interest. Through its execution of this Agreement, SAN RAFAEL acknowledges that it is familiar with the provisions of Section 87100 et seq. and Section 1090 et seq. of the Government Code of the State of California, and certifies that it does not know of any facts which constitutes a violation of said provisions and agrees that it will immediately notify City if it becomes aware of any such fact during the term of this Agreement. 12.3 Compliance with ADA. SAN RAFAEL acknowledges that, pursuant to the ADA, programs, services and other activities provided by a public entity to the public, whether directly or through a grantee or contractor, must be accessible to the disabled public. SAN RAFAEL shall not discriminate against any person protected under the ADA in connection with all or any portion of the Grant Plan and shall comply at all times with the provisions of the ADA. 12.4 Prohibition on Political Activitv with Citv Funds,. In accordance with San Francisco Administrative Code Chapter 12.G, SAN RAFAEL may not participate in, support, or attempt to influence any political campaign for a candidate or for a ballot measure (collectively, "Political Activity") in the performance of the services provided under this Agreement. SAN RAFAEL FY 10 RCPGP SAN RAFAEL Page 19 of 21 NOVEMBER 1, 2011 agrees to comply with San Francisco Administrative Code Chapter 12.G and any implementing rules and regulations promulgated by San Francisco's Controller. The terms and provisions of Chapter 12.G are incorporated herein by this reference. In the event Contractor violates the provisions of this section, San Francisco may, in addition to any other rights or remedies available hereunder, (i) terminate this Agreement, and (ii) prohibit SAN RAFAEL from bidding on or receiving any new City contract for a period of two (2) years. The Controller will not consider SAN RAFAEL's use of profit as a violation of this section. 12.5 Submitting False Claims: Monetary Penalties. Pursuant to San Francisco Administrative Code §21.35, any contractor, subcontractor or consultant who submits a false claim shall be liable to the City for the statutory penalties set forth in that section. The text of Section 21.35, along with the entire San Francisco Administrative Code is available on the web at http://www.municode.com/Library/clientCodePage.aspx?clientlD=4201. A contractor, subcontractor or consultant will be deemed to have submitted a false claim to the City if the contractor, subcontractor or consultant: (a) knowingly presents or causes to be presented to an officer or employee of the City a false claim or request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by the City; (c) conspires to defraud the City by getting a false claim allowed or paid by the City; (d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to pay or transmit money or property to the City; or (e) is a beneficiary of an inadvertent submission of a false claim to the City, subsequently discovers the falsity of the claim, and fails to disclose the false claim to the City within a reasonable time after discovery of the false claim FY 10 RCPGP SAN RAFAEL Page 20 of 21 NOVEMBER 1, 2011 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first specified herein. CITY AND COUNTY OF SAN FRANCISCO: SAN FRANCISCO DEPARTMENT OF EMERGENCY MANAGEMENT M ANNE KRONENBERG EXECUTIVE DIRECTOR Approved as to Form: Dennis J. Herrera City Attorney By: Katharine Hobin Porter Deputy City Attorney CITY OF SAN RAFAEL: By: NANCY MACKLE CITY MANAGER Federal Tax ID #: 94-6000424 Approved as to Form: Robert F. Epstein, City Attorney Attest: Esther Beirne, City Clerk FY 10 RCPGP SAN RAFAEL Page 21 of 21 NOVEMBER 1, 2011 Appendix A — Authorized Expenditures and Timelines ENTITY: SAN RAFAEL Total allocation to be spent on the following solution areas: UASI Project Solution Title Area GRANT MATCH Grant Match Project C Regional Public Outreach and Community Preparedness Project Plan Planning Proqram Description THE REQUIRED GRANT MATCH IS SET IN SECTION 3.2 OF THIS AGREEMENT. By not later than 06/29/2012, SAN RAFAEL shall submit a plan for its required local Grant Match in the amount of $66,167 (including budget allocation information for any cash match and in-kind services), which plan is subject to approval by UASI Management Team. Funds for Get Ready 5'" Grade (GR5) Disaster Preparedness and Readiness Program. Project duties include: • Establish a GR5 working group (GR5WG) comprised of agency representatives from throughout the Bay Area to revise the current Marin County GR5 manual into a Bay Area GR5 manual. • Develop an outreach and marketing plan describing regional roll out and implementation targeting the 2012/2013 school year. • Conduct four GR5 orientation sessions, one for each of the four established major regions of the Bay Area UASI (north, south, west, and east regions). • Print 113,000 GR5 manuals for local agency use and implementation of the GR5 program for an initial two years. • The GR5 student manual will be translated into Spanish. Additional language translations may be considered pending budget and as determined by the GR5WG. • Conduct four Train -the -Trainer J3) sessions, one for each of the four Deliverable Dates Amount_ 06/29/2012 Not to 11/01/2011 - Exceed: 9/30/2012 $198,500 FY 10 RCPGP-SAN RAFAEL A-1 NOVEMBER 1, 2011 established major regions of the Bay Area UASI (north, south, west, and east regions). • Develop a website for GR5 materials and resources to be available for all agencies to access. • Develop a Bay Area GR5 Sustainability Plan to address issues and concerns regarding long term implementation of the program. • Personnel — Prior to any reimbursement for expenditures for personnel SAN RAFAEL must submit the following: all functional time sheets, payroll documentation showing payment of salaries and benefits, or cancelled checks. • Expenditures for this item cannot be released until UASI General Manager and SAN RAFAEL OES specifically identify the representative and mutually agree on the work plan, including the assignment, critical task and job functions and the expected deliverables. • Project contact: Steven E. Hancock • Contracts — All contracts must be pre -approved by the UASI prior to execution. In addition, SAN RAFAEL must satisfy the following guidelines: o Procurement of contractual services must follow local policies and procedures for competitive purchasing (provided they are not in conflict with Federal regulations which supersede them). If sole source approval is needed, SAN RAFAEL must transmit the sole source request to the UASI for submission to the State. o The contract must have a clearly stated scope of work and deliverables, deadlines for completion of work, and a schedule of contract payments. All services must be performed and paid within the grant performance period. • Travel - travel for planning activities must be pre -approved by the UASI Director of Strategy and Compliance FY 10 RCPGP-SAN RAFAEL A-2 NOVEMBER 1, 2011 or designee prior to scheduling. Invoices for all travel expenses must be submitted by no later than 11/30/2012. Invoices must include all backup documentation, including conference agendas, programs, brochures, lodging receipts, per diem calculations, airfare receipts/boarding passes, mileage calculations, other transportation receipts, and proof of payment - • Final deadline to submit a Reimbursement Request is 11/30/12. TOTAL ALLOCATION NOT TO EXCEED: $198,500 • All requests for reimbursements must be submitted by November 30, 2012 unless an earlier deadline is set in this Appendix. Descriptions of authorized expenditures are in the following documents: FY 2010 Regional Catastrophic Preparedness Grant Program, Guidance and Application Kit dated December, 2009: http://w3. calema. ca. gov/WebPage%eswebsite. nsf/ClientOESFileLibrary/Homeland % 20S ecurity % 20Files/$file/FY2010RCPGPFedera1Guidance. pdf California Supplement to Federal Program Guidance and Application Kit: http://w3. calema. ca. gov/WebPage%eswebsite. nsf/ClientOESFileLibrary/Homeland % 20S ecurity % 20Files/$fileIFY201ORCPGPCAStateSup,olement. pdf Office of Justice Programs Financial and Administrative Guide for Grants: http://www. ojp. usdoj. gov/financialguide/ • No Management and Administration expenses are allowed, unless expressly identified and authorized in this Appendix. FY 10 RCPGP-SAN RAFAEL A-3 NOVEMBER 1, 2011 Appendix B-- Grant Assurances Name of Jurisdiction: CITY OF SAN RAFAEL Name of Authorized Agent: Steven E. Hancock, Emergency Services Manaqer Address: 1400 Fifth Avenue City: San Rafael State: CA Zip Code: 94901 Telephone Number: (415) 485-3111 Fax Number: (415) 485-3177 E -Mail Address: Steven. Hancock(cDcitvofsanrafael.orq As the duly authorized representative of SAN RAFAEL, I certify that SAN RAFAEL: Will assure that grant funds will support efforts related to providing an integrated mechanism to enhance the coordination of national priority efforts to prevent, respond to, and recover from terrorist attacks, major disasters and other emergencies. 2. Has the legal authority to apply for Federal assistance and has the institutional, managerial and financial capability to ensure proper planning, management and completion of the grant provided by the U.S. Department of Homeland Security (DHS)/Federal Emergency Management Agency (FEMA) and sub -granted through the State of California, California Emergency Management Agency (Cal EMA). 3. Will assure that grant funds are used for allowable, fair, and reasonable costs only and will not be transferred between grant programs (for example: State Homeland Security Program, Urban Area Security Initiative, Citizen Corps Program, and Metropolitan Medical Response System) or fiscal years. 4. Will comply with any cost sharing commitments included in the FY2010 Investment Justifications submitted to DHS/FEMA/Cal EMA, where applicable. 5. Will give the Federal government, the General Accounting Office, the Comptroller General of the United States, the State of California, the Office of Inspector General, through any authorized representative, access to, and the right to examine, all paper or electronic records, books, or documents related to the award; and will establish a proper accounting system in accordance with generally accepted accounting standards and/or awarding agency directives. 6. Agrees that funds utilized to establish or enhance State and Local fusion centers must support the development of a statewide fusion process that corresponds with the Global Justice/Homeland Security Advisory Council (HSAC) Fusion Center Guidelines, follow the Federal and State approved privacy policies, and achieve (at a minimum) baseline level of capability as defined by the Fusion Capability Planning Tool. 7. Will provide progress reports, and other such information as may be required by the awarding agency, including the Initial Strategy Implementation Plan (ISIP) within 45 (forty- five) days of the award, and update via the Grant Reporting Tool (GRT) twice each year. FY 10 RCPGP -SAN RAFAEL B-1 NOVEMBER 1, 2011 Initials 8. Will initiate and complete the work within the applicable time frame after receipt of approval from Cal EMA. 9. Will maintain procedures to minimize the time elapsing between the award of funds and the disbursement of funds. 10. Will comply with all provisions of DHS/FEMA's codified regulation 44, Part 13, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments, including the payment of interest earned on advances. 11. Will establish safeguards to prohibit employees from using their positions for a purpose that constitutes, or presents the appearance of, personal or organizational conflict of interest, or personal gain for themselves or others, particularly those with whom they have family, business, or other ties. 12. Understands and agrees that Federal funds will not be used, directly or indirectly, to support the enactment, repeal, modification or adoption of any law, regulation, or policy, at any level of government, without the express prior written approval from DHS/FEMA/Cal EMA. 13. Agrees that, to the extent contractors or subcontractors are utilized, will use small, minority- owned, women -owned, or disadvantaged business concerns and contractors or subcontractors to the extent practicable. 14. Will notify Cal EMA of any developments that have a significant impact on award -supported activities, including changes to key program staff. 15. Will comply, if applicable, with the Lead -Based Paint Poisoning Prevention Act (42 U.S.C. §§ 4801 et seq.) which prohibits the use of lead based paint in construction or rehabilitation of structures. 16. Will comply with all Federal and State Statues relating to Civil Rights and Nondiscrimination. These include, but are not limited to: a. Title VI of the Civil Rights Act of 1964 (P.L. 88-352), as amended, which prohibits discrimination on the basis of race, color or national origin. b. Title IX of the Education Amendments of 1972, as amended (20 U.S.C. §§ 1681- 1683 and 1685-1686), which prohibits discrimination on the basis of gender. c. Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), which prohibits discrimination on the basis of handicaps. d. The Age Discrimination Act of 1975, as amended (42 U.S.C. §§ 6101-6107), which prohibits discrimination on the basis of age. e. The Drug Abuse Office and Treatment Act of 1972 (P.L. 92-255), as amended, relating to nondiscrimination on the basis of drug abuse. f. The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L. 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism. g. §§ 523 and 527 of the Public Health Service Act of 1912 (42 U.S.C. 290 dd-3 and 290 ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records. h. Title VIII of the Civil Rights Act of 1968 (42 U.S.C. § 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing. FY 10 RCPGP -SAN RAFAEL B-2 NOVEMBER 1, 2011 Initials i. Title 44 Code of Federal Regulations (CFR) Parts 7, 16, and 19 relating to nondiscrimination. j. The requirements on any other nondiscrimination provisions in the specific statute(s) under which the application for Federal assistance is being made. k. Will, in the event that a Federal or State court or Federal or State administrative agency makes a finding of discrimination after a due process hearing on the grounds or race, color, religion, national origin, gender, or disability against a recipient of funds, the recipient will forward a copy of the finding to the Office of Civil Rights, Office of Justice Programs. I. Will provide an Equal Employment Opportunity Plan, if applicable, to the Department of Justice Office of Civil Rights within 60 days of grant award. m. Will comply, and assure the compliance of all its subgrantees and contractors, with the nondiscrimination requirements and all other provisions of the current edition of the Office of Justice Programs Financial and Administrative Guide for Grants, M7100.1. 17. Will comply with the requirements of Titles II and III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. § 4601 et seq. [P.L. 91-646]) which provides for fair and equitable treatment of persons displaced or whose property is acquired as a result of Federal or Federally assisted programs. These requirements apply to all interested in real property acquired for project purposes regardless of Federal participation in purchases. Will also comply with Title 44 CFR, Part 25, Uniform Relocation Assistance and Real Property Acquisition for Federal and Federally -assisted programs. 18. Will comply, if applicable, with the flood insurance purchase requirements of Section 102(x) of the Flood Disaster Protection Act of 1973 (P.L. 93-234) which requires recipients in a special flood hazard area to participate in the program and to purchase flood insurance if the total cost of insurable construction and acquisition is ten thousand dollars ($10,000) or more. 19. Will comply with all applicable Federal, State, and Local environmental and historical preservation (EHP) requirements. Failure to meet Federal, State, and Local EHP requirements and obtain applicable permits may jeopardize Federal funding. Will comply with all conditions placed on any project as the result of the EHP review; any change to the scope of work of a project will require reevaluation of compliance with these EHP requirements. 20. Agrees not to undertake any project having the potential to impact the EHP resources without the prior written approval of DHS/FEMA/Cal EMA, including, but not limited to, ground disturbance, construction, modification to any structure, physical security enhancements, communications towers, and purchase and/or use of any sonar equipment. The subgrantee must comply with all conditions placed on the project as a result of the EHP review. Any construction- related activities initiated without the necessary EHP review and approval will result in a noncompliance finding, and may not be eligible for reimbursement with DHS/FEMA/Cal EMA funding. Any change to the scope of work will require re-evaluation of compliance with the EHP. If ground -disturbing activities occur during the project implementation, the subgrantee must ensure monitoring of the disturbance. If any potential archeological resources are discovered, the subgrantee will immediately cease activity in that area and notify DHS/FEMA/Cal EMA and the appropriate State Historic Preservation Office. 21. Will ensure that the facilities under its ownership, lease or supervision, which shall be utilized in the accomplishment of this project, are not on the Environmental Protection FY 10 RCPGP -SAN RAFAEL B-3 NOVEMBER 1, 2011 Initials Agency's (EPAs) List of Violating Facilities, and will notify Cal EMA and the Federal Grantor agency of the receipt of any communication from the Director of the EPA Office of Federal Activities indicating if a facility to be used in the project is under consideration for listing by the EPA. 22. Will provide any information requested by DHS/FEMA/Cal EMA to ensure compliance with applicable laws, including the following: a. Institution of environmental quality control measures under the National Environmental Policy Act, National Historical Preservation Act, Archaeological and Historic Preservation Act, Endangered Species Act, and Executive Orders on Floodplains (11988), Wetlands (11990) and Environmental Justice (EO12898) and Environmental Quality (EO11514). b. Notification of violating facilities pursuant to EO 11738. c. Assurance of project consistency with the approved state management program developed under the Coastal Zone Management Act of 1972 (16 U.S.C. §§ 1451 et seq ). d. Conformity of Federal actions to State (Clean Air) Implementation Plans under Section 176(c) of the Clean Air Act of 1955, as amended (42 U.S.C. § 7401 et seq.). e. Protection of underground sources of drinking water under the Safe Drinking Water Act of 1974, as amended, (P.L. 93-523). f. California Environmental Quality Act (CEQA). California Public Resources Code Sections 21080-21098. California Code of Regulations, Title 14, Chapter 3 Section 15000-15007. g. Wild and Scenic Rivers Act of 1968 (16 U.S.C. §§ 1271 et.seq.) related to protecting components or potential components of the national wild and scenic rivers system. h. Applicable provisions of the Coastal Barrier Resources Act (P.L. 97-348) dated October 19, 1982 (16 USC 3501 et seq.) which prohibits the expenditure of most new Federal funds within the units of the Coastal Barrier Resources System. 23. Will comply with Standardized Emergency Management System (SEMS) requirements as stated in the California Emergency Services Act, Government Code, Chapter 7 of Division 1 of Title 2, Section 8607.1(e) and CCR Title 19, Sections 2445, 2446, 2447, and 2448. 24. Agrees that all publications created or published with funding under this grant shall prominently contain the following statement: "This document was prepared under a grant from FEMA's Grant Programs Directorate, U. S. Department of Homeland Security. Points of view or opinions expressed in this document are those of the authors and do not necessarily represent the official position or policies of FEMA's Grant Programs Directorate or the U. S. Department of Homeland Security. " The recipient also agrees that, when practicable, any equipment purchased with grant funding shall be prominently marked as follows: "Purchased with funds provided by the U. S. Department of Homeland Security. " 25 Acknowledges that DHS/FEMA reserves a royalty -free, nonexclusive, and irrevocable license to reproduce, publish, or otherwise use, and authorize others to use, for Federal government purposes: a) the copyright in any work developed under an award or sub -award; and b) any rights of copyright to which a recipient or sub -recipient purchases ownership with Federal support. 26 The recipient agrees to consult with DHS/FEMA/Cal EMA regarding the allocation of any patent rights that arise from, or are purchased with, this funding. FY 10 RCPGP -SAN RAFAEL B-4 NOVEMBER 1, 2011 Initials 27. Has requested through the State of California, Federal financial assistance to be used to perform eligible work approved in the submitted application for Federal assistance and after the receipt of Federal financial assistance, through the State of California, agrees to the following: a. Promptly return to the State of California all the funds received which exceed the approved, actual expenditures as accepted by the Federal or State government. b. In the event the approved amount of the grant is reduced, the reimbursement applicable to the amount of the reduction will be promptly refunded to the State of California. c. Separately account for interest earned on grant funds, and will return all interest earned, in excess of $100 per Federal Fiscal Year. 28. Will comply with the Intergovernmental Personnel Act of 1970 (42 U.S.C. Sections 4728- 4763) relating to prescribed standards for merit systems for programs funded under one of the nineteen statutes or regulations specified in Appendix A of OPM's Standards for a Merit System of Personnel Administration (5 C.F.R. 900, Subpart F). 29. Will comply with provisions of the Hatch Act (5 U.S.C. Sections 1501-1508 and 7324- 7328) which limit the political activities of employees whose principal employment activities are funded in whole or in part with Federal funds. 30. Will comply, if applicable, with P.L. 93-348 regarding the protection of human subjects involved in research, development, and related activities supported by this award of assistance. 31. Will comply, if applicable, with the Laboratory Animal Welfare Act of 1966 (P. L. 89-544, as amended, 7 U.S.C. 2131 et seq.) pertaining to the care, handling, and treatment of warm blooded animals held for research, teaching, or other activities supported by this award of assistance. 32. Will comply with the minimum wage and maximum hour provisions of the Federal Fair Labor Standards Act (29 U.S.C. 201), as they apply to employees of institutions of higher education, hospitals, and other non-profit organizations. 33. Will comply, as applicable, with the provisions of the Davis -Bacon Act (40 U.S.C. Section 276a to 276a-7), the Copeland Act (40 U.S.C. Section 276c and 18 U.S.C. Sections 874), and the Contract Work Hours and Safety Standards Act (40 U.S.C. Sections 327-333), regarding labor standards for Federally -assisted construction sub -agreements. 34. Agrees that: a. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the making of any Federal grant, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal grant or cooperative agreement. b. If any other funds than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or an employee of Congress, or employee of a Member of Congress in connection with the Federal grant or cooperative agreement, the FY 10 RCPGP -SAN RAFAEL B-5 NOVEMBER 1, 2011 Initials undersigned shall complete and submit Standard Form LLL, "Disclosure of Lobbying Activities," in accordance with its instructions. c. The undersigned shall require that the language of this certification be included in the award documents for all sub awards at all tiers including subgrants, contracts under grants and cooperative agreements, and subcontract(s) and that all sub recipients shall certify and disclose accordingly. d. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. 35. Agrees that equipment acquired or obtained with grant funds: a. Will be made available pursuant to applicable terms of the California Disaster and Civil Defense Master Mutual Aid Agreement in consultation with representatives of the varies eriergency medical, hazardous materials response services, and law Pr ins .i lencies within the jurisdiction of the applicant, and deployed with inel trained in the use of such equipment in a manner consistent with the aiifornia Law Enforcement Mutual Aid Plan or the California Fire Services and Rescue Mutual Aid Plan. b. Is consistent with needs as identified in the State Homeland Security Strategy and will ' A deployed in conformance with that Strategy. - awarded under this grant will be used to supplement existing funds for ,.,i ugran I u -ind will not supplant (replace) non -Federal funds. 37. Will comply with all applicable Federal statutes, regulations, policies, guidelines and �rn its, including OMB Circulars A102 and A-133, E.O. 12372 and the current utive Requirements, Cost Principles, and Audit Requirements. s. Will comply with all provisions of 2 CFR, including: Part 215 Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals, and Other Non -Profit Organizations (OMB Circular A-110); Part 225 Cost Principles for State, Local and Indian Tribal Governments (OMB Circular A-87); Part 220 Cost Principles for Educational Institutions (OMB Circular A-21); Part 230 Cost Principles for Non -Profit Organizations (OMB Circular A-122). 39. Will comply with Subtitle A, Title II of the Americans with Disabilities Act (ADA) 1990. 40. Agrees to cooperate with any assessments, national evaluation efforts, or information or data collection requests, including, but not limited to, the provision of any information required for the assessment or evaluation of any activities within this agreement. 41. Will comply with Federal Acquisition Regulations (FAR), part 31.2 Contract Cost Principles and Procedures, Contracts with Commercial Organizations. 42. Will comply with the financial and administrative requirements set forth in the current edition of the DHS Financial Management Guide. FY 10 RCPGP -SAN RAFAEL B-6 NOVEMBER 1, 2011 initials 43. Agrees that all allocations and use of funds under this grant will be in accordance with the FY 2010 Homeland Security Grant Program Guidance and Application Kit, and the California Supplement to the FY 2010 Homeland Security Grant Program Guidance and Application Kit. All allocations and use of funds under this grant will be in accordance with the Allocations, and use of grant funding must support the goals and objectives included in the State and/or Urban Area Homeland Security Strategies as well as the investments identified in'the Investment Justifications which were submitted as part of the California FY2010 Homeland Security Grant Program application. Further, use of FY10 funds is limited to those investments included in the California FY10 Investment Justifications submitted to DHS/FEMA/Cal EMA and evaluated through the peer review process. 44. Will not make any award or permit any award (subgrant or contract) to any party which is debarred or suspended or is otherwise excluded from or ineligible for participation in Federal assistance programs under Executive Order 12549 and 12689, "Debarment and Suspension". 45. As required by Executive Order 12549, Debarment and Suspension, and implemented at 44 CFR Part 17, for prospective participants in primary covered transactions, a. The applicant certifies that it and its principals: i. Are not presently debarred, suspended, proposed for debarment, declared ineligible, sentenced to a denial of Federal benefits by a State or Federal court, or voluntarily excluded from covered transactions by any Federal department or agency. ii. Have not within a three-year period preceding this application been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property. iii. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this certification; and have not within a three-year period preceding this application had one or more public transactions (Federal, State, or local) terminated for cause or default; and b. Where the applicant is unable to certify to any of the statements in this certification, he or she shall attach an explanation to this application. 46. Agrees to comply with the Drug -Free Workplace Act of 1988, and certifies that it will or will continue to provide a drug-free workplace by: a. Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the grantee's workplace and specifying the actions that will be taken against employees for violation of such prohibition. b. Establishing an on-going drug-free awareness program to inform employees about: i. The dangers of drug abuse in the workplace; ii. The grantee's policy of maintaining a drug-free workplace; iii. Any available drug counseling, rehabilitation, and employee assistance programs; and FY 10 RCPGP -SAN RAFAEL B-7 NOVEMBER 1, 2011 Initials _ _ iv. The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace. c. Making it a requirement that each employee to be engaged in the performance of the grant be given a copy of the statement required by paragraph (a). d. Notifying the employee in the statement required by paragraph (a) that, as a condition of employment under the grant, the employee will i. Abide by the terms of the statement; and ii. Notify the employer in writing of his or her conviction for a violation of a criminal drug statute occurring in the workplace no later than five calendar days after such conviction. e. Notifying the agency, in writing, within 10 calendar days after receiving notice under subparagraph (d)(2) from an employee or otherwise receiving actual notice of such conviction. Employers of convicted employees must provide notice, including position title, to: Department of Justice, Office of Justice Programs ATTN: Control Desk 633 Indiana Avenue, N.W. Washington, D.C. 20531 Notice shall include the identification number(s) of each affected grant. f. Taking one of the following actions, within 30 calendar days of receiving notice under subparagraph (d)(2), with respect to any employee who is so convicted. i. Taking appropriate personnel action against such an employee, up to and including termination, consistent with the requirements of the Rehabilitation Act of 1973, as amended; or ii. Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health, law enforcement, or other appropriate agency. g. Making a good faith effort to continue to maintain a drug-free workplace through implementation of paragraphs (a), (b), (c), (d), (e), and (f). 47. Will comply with all applicable requirements of all other Federal and State laws, executive orders, regulations, program and administrative requirements, policies and any other requirements governing this program. 48. Understands that failure to comply with any of the above assurances may result in suspension, termination, or reduction of grant funds. The undersigned represents that he/she is authorized by SAN RAFAEL to execute these Grant Assurances for and on behalf of SAN RAFAEL. Signature of Authorized Agent: Printed Name of Authorized Agent: Title: Emerqencv Services Manaqer Steven E. Hancock Date: FY 10 RCPGP -SAN RAFAEL B-8 NOVEMBER 1, 2011 Initials Appendix C -- Form of Reimbursement Request REIMBURSEMENT REQUEST 12012 UASI Management Team 10 Lombard Street, Suite 410 San Francisco, CA 94111 Re: FY 10 RCPGP Grant Reimbursement Request Pursuant to Section 3.11 of the "Agreement between the City and County of San Francisco and the City of San Rafael for the Distribution of FY 2010 Regional Catastrophic Preparedness Grant Program Funds" (the "Agreement"), dated NOVEMBER 1, 2011, between the City of San Rafael ("SAN RAFAEL") and the City and County of San Francisco, SAN RAFAEL hereby requests reimbursement as follows: Total Amount of Reimbursement Requested in this $ Request: Maximum Amount of Funds Specified in Section 3.3 of the Agreement: $ Total of All Funds Disbursed Prior to this Request: $ Total Amount of Grant Match in this Request: $ Total Grant Match provided prior to this $ Request. Total Required Grant Match under Section $ 3.2 of the Agreement: FY 10 RCPGP-SAN RAFAEL C-1 NOVEMBER 1, 2011 SAN RAFAEL certifies that: (a) The total amount of funds requested pursuant to this Funding Request will be used to reimburse SAN RAFAEL for Authorized Expenditures, which expenditures are set forth on the attached Schedule 1, to which are attached true and correct copies of all required documentation of such expenditures. (b) The total amount of Grant Match specified in this Reimbursement Request will be used to satisfy some or all of SAN RAFAEL's required Grant Match. The Grant Match is set forth in the attached Schedule 2, to which are attached true and correct copies of supporting and verifying documentation. For a cash Grant Match, SAN RAFAEL shall attach a true and correct copy of an expenditure report. For a Grant Match of in-kind services, SAN RAFAEL shall provide true and correct copies of all documentation demonstrating the value of the in-kind services. (c) After giving effect to the disbursement requested pursuant to this Reimbursement Request, the Funds disbursed as of the date of this disbursement will not exceed the maximum amount set forth in Section 3.3 of the Agreement, or the not to exceed amounts specified in Appendix A for specific projects and programs. (d) The representations, warranties and certifications made in the Agreement are true and correct in all material respects as if made on the date hereof, and SAN RAFAEL is in compliance with all Grant Assurances in Appendix B of the Agreement; (e) No Event of Default has occurred and is continuing; and (f) The undersigned is an officer of SAN RAFAEL authorized to execute this Reimbursement Request on behalf of SAN RAFAEL. Signature of Authorized Agent: Printed Name of Authorized Agent: Title: Date: FY 10 RCPGP-SAN RAFAEL C-2 NOVEMBER 1, 2011 SCHEDULE 1 TO REQUEST FOR REIMBURSEMENT The following is an itemized list of Authorized Expenditures for which reimbursement is requested: Project Payee Amount Description The following are attached as part of this Schedule 1: (i) An invoice for each item of expenditure for which reimbursement is requested; (ii) The front and the back of canceled checks or other written evidence documenting the payment of each invoice; (iii) For expenditures which are wages or salaries, payroll registers containing a detailed breakdown of earnings and withholdings, together with both sides of canceled payroll checks evidencing payment thereof (unless payment has been made electronically). FY 10 RCPGP-SAN RAFAEL C-3 NOVEMBER 1. 2011 SCHEDULE 2 TO REQUEST FOR REIMBURSEMENT The following is an itemized list of SAN RAFAEL's Grant Match associated with this Reimbursement Request: Specify Cash or In Kind Amount Description The following are attached as part of this Schedule 2: (i) An expenditure report supporting cash Grant Match; and (ii) Appropriate and complete documentation supporting the in-kind Grant Match. FY 10 RCPGP-SAN RAFAEL C-4 NOVEMBER 1 2011 Get Ready 5'' Grade — A Proposal for a Bay Area Implementation Problem Statement: There is currently no disaster preparedness program available that fosters family emergency preparedness through the efforts of the children within a household. As we have seen with many of our more recent societal changes, the efforts to change aspects of our culture begin with the education of our youth and making them our advocates for change. We have seen program after program focus on family disaster preparedness, but we have yet to see a program that targets the children with the specific purpose of having them, through their actions, foster and develop their family's emergency readiness and ultimate disaster resilience. Solution: To address the above mentioned problem, local agencies within the county of Marin came together to create the Get Ready 5`h Grade (GR5) program. The GR5 program is a school-based disaster preparedness program specific to multi -hazard emergency preparedness planning that targets the children but also engages the participation of the entire family and household. GR5 is taking the first steps in changing our youth's perceived vulnerabilities to disasters. Through their empowerment and the leading of their family in disaster preparedness activities, they are complementing our culture of preparedness and turning those vulnerabilities to strengths. The curriculum engages the students in a classroom setting with a 1 -hour lesson covering a variety of emergency preparedness topics. Through the in -class lesson, the GR5 program empowers the students as "Chief Inspectors" of their households and teaches them how to take actions to get their families prepared for an emergency or disaster event. Through the course, students are prepared to lead their family through the necessary steps in learning about the hazards and dangers in their area, creating emergency plans, and putting together individual and family emergency kits. The GR5 Student Emergency Preparedness Manual has Get Ready Now! activity markers throughout the manual where students work independently as well as with their family and other members of the household to: • Establish emergency contacts • Determine the location of utilities and understand when and how to secure them • Map their homes, create evacuation plans, identify exit routes out of the house, and mark meeting places • Identify items to take during an evacuation • Create or update emergency kits, if needed • Establish family communications plans It is through these activities that, while working as a family and household unit, the students are leading their families in developing their emergency plans and increasing their state of disaster readiness. The curriculum concludes when the student, as the "Chief Inspector", evaluates their family's level of preparedness through an Inspection Report. The report outlines basic information and supplies they have ready and what action steps they still need to take to become prepared for a disaster or emergency event. This homework is turned back into their teachers and a prize is given to the student. With the returned Inspection Report, we are able to measure the family preparedness levels. Marin County Implementation: The GR5 program has been in place in Marin County since 2008 with demonstrated success. After initial pilot classes to evaluate the program, a full school year implementation began in 2009. Funds to develop the initial GR5 program as well as to implement the first few years were provided by existing homeland security grant funds. Many teachers local agencies, and students have praised this program and find the material very fun and engaging during the classroom as well as the homework activities. Statistics • 2008/2009 - GR5 pilot program taught at 7 schools, 175 students • 2009/2010 - 1,552 or 57% students participated in GR5 countywide • 2010/2011 - 2,071 or 73% students participated in GR5 countywide City of San Rafael Office of Emergency Services September 29, 2011 Get Ready 5t' Grade — A Proposal for a Bay Area Implementation Regional Implementation Proposal: Utilizing Marin County's successful GR5 program, the project proposal is to take the existing Marin County specific GR5 manual and program and revise it to be applicable throughout the Bay Area, encompassing all of its counties, cities, and towns. The City of San Rafael Office of Emergency Services (SROES) will work as the project manager and lead agency to: 1) Establish a GR5 working group (GR5WG) comprised of agency representatives from throughout the Bay Area to revise the current Marin County GR5 manual into a Bay Area GR5 manual. 2) Develop, along with support from the GR5WG, an outreach and marketing plan describing regional roll out and implementation targeting the 2012/2013 school year. 3) Conduct GR5 orientation sessions in each of the established Bay Area UASI Hubs to: • Provide overview of GR5 program • Describe the processes associated with GR5 implementation • Identify interest in delivering the GR5 program to local schools. • Provide information regarding follow-up train -the -trainer (T3) sessions. 4) Print in bulk GR5 manuals for local agency use. While this is not intended to be a forever grant funded project, initial inventories of manuals and materials will be provided in order to assist in the program implementation. Costs for publication of materials will be factored into long term sustainability. 5) Conduct one T3 session for each of the four Hubs. • Provide all GR5 program resources and materials for implementation of the GR5 program by the local agencies. 6) Develop a website for GR5 materials and resources to be available for all agencies to access. The materials can be easily downloaded and printed making the program easy to implement and sustainable. 7) Develop, along with support from the GR5WG, a Bay Area GR5 Sustainability Plan to addresses issues and concerns regarding long term implementation of the program. 8) Develop, along with support from the GR5WG, a Bay Area GR5 Evaluation Plan which determines the level of regional use of the program as well as effectiveness and value of the program. Summary: The GR5 program has demonstrated success in reaching a key demographic. According to the Bay Area SUAS/ Citizen Preparedness Assessment Project, Best Practices from National and International Perspectives, March 2008, the Get Ready 5'h Grade program: • Takes a strategic approach of building an integrated and multifaceted program involving children/youth with a school curriculum. • Emphasizes capacity building and empowerment by teaching the students clear and actionable preparedness steps to take. • Expands the general preparedness platform by including mitigation information to protect oneself, one's home, its contents, and the environment. • Integrates into credible and existing programs in Marin County, as well the messaging supports State and Federal agencies and programs, such as Ready.gov, American Red Cross and FEMA. Marin County has demonstrated success in the implementation and delivery of the GR5 program. With specific planning and management, the GR5 program can be molded into a Bay Area youth preparedness program with the same levels of success and value. Key factors in the development of a long term and sustainable regional program will remain on local agency management and support. Further details and explanations for the transition from this county specific program to a regional use program will be provided upon request and award of the contract. City of San Rafael Office of Emergency Services September 29, 2011 2 I Get Ready 5'' Grade — A Proposal for a Bay Area Implementation Budget Breakdown: Project Management & Oversight $35,000 General management & oversight of project, plan development, and program roll out will be by San Rafael OES existing staff. Additional part-time staff will be hired if needed. Development of Regional Implementation & Sustainability Plan $5,000 Develop regional implementation plans for roll out of GR5 program. Research and develop a plan for sustainability for continued success of GR5 program for all of Bay Area once implemented. Development of Materials $15,000 Lead the development of materials appropriate for Bay Area roll out of GR5 program. Revise all support and program management and classroom materials for the GR5 Marin program for Bay Area. Materials translated into Spanish are budgeted into this estimate. Additional language translations will be done as needed for an additional $5000 per language. Program Roll Out $10,000 Implement and facilitate the GR5 program roll out plan across the Bay Area. Conduct train -the -trainer sessions with program participants. Marketing & Outreach $2,500 Perform marketing and outreach activities for the GR5 program. Develop tracking and measurement tools to evaluate the success of program implementation. Lead workgroup with program objectives. Total $67,500 Materials Printed student manuals for 1 year. 50,000 x $1.16 each = $58,000 Target 57% of 5`h grade student population. Stats based on Marin's first year of program implementation. Total $125,500 Printed student manuals for two years. 63,000 x $1.16 each = $73,000 Target 73% of 5►h grade student population. Stats based on Marin's second year of program implementation Total $198,500 *The above are rough estimates based on the planning and implementation of the Marin County GR5 program. City of San Rafael Office of Emergency Services September 29, 2011 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first specified herein. CITY AND COUNTY OF SAN FRANCISCO SAN FRANCISCO DEPARTMENT OF EMERGENCY MANAGEMENT By: ANNE KRONENBERG EXECUTIVE DIRECTOR Approved as to Form: Dennis J. Herrera City Attorney By: Katharine Hobin Porter Deputy City Attorney CITY OF SAN RAFAEL: By: NANCY MACKLE CITY MANAGER Federal Tax ID #: 94-6000424 Approved as to Form: Robert F. Epstein, City Attorney Attest: Esther Beirne, City Clerk FY 10 RCPGP SAN RAFAEL Page 21 of 21 NOVEMBER 1, 2011 MEMORANDUM CITY OF SAN RAFAEL SAN RAFAEL, CALIFORNL4 TO: Steven Hancock DATE: April 13, 2012 FROM: Esther C. Beirne SUBJECT: Regional Catastrophic Preparedness Grant Program Funds Hi Steven Herewith Agreement executed by the City of San Rafael. When executed by the City and County of San Francisco, please forward a copy for my files. Thanks Esther. 1400 Fifth Avenue, Room 209, P.O. Box 151560, San Rafael, CA 94915-1560 Phone: (415) 485-3066 Fax: (415) 485-3133 TDD: (415) 485-3198