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Home My WebLink About2012-14 - UASI FY2011 GrantRESOLUTION NO. 2012 -14 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NEWPORT BEACH APPROVING THE TRANSFER AGREEMENT FOR FISCAL YEAR 2011 URBAN AREA SECURITY INITIATIVE GRANT PROGRAM PURPOSES BETWEEN THE CITY OF NEWPORT BEACH AND THE CITY OF SANTA ANA AND AUTHORIZING THE CITY MANAGER AND THE EMERGENCY SERVICES COORDINATOR TO ACT AS THE "AUTHORIZED AGENTS" TO EXECUTE ON BEHALF OF THE CITY ANY ACTIONS NECESSARY TO IMPLEMENT THE TRANSFER AGREEMENT AND OBTAIN FEDERAL FINANCIAL ASSISTANCE PROVIDED BY THE FEDERAL DEPARTMENT OF HOMELAND SECURITY AND SUB - GRANTED THROUGH THE STATE OF CALIFORNIA EMERGENCY MANAGEMENT AGENCY. WHEREAS, the City of Newport Beach ( "City ") has partnered with the cities of Anaheim and Santa Ana to participate in the Fiscal Year 2011 Urban Area Security Initiative (UASI) Grant Program. The City will request equipment and training under this grant that will be used for the public safety of its citizens. WHEREAS, the City of Santa Ana is the administrator of the Fiscal Year 2011 UASI Grant Program. The City is required to sign a Transfer Agreement and the California Emergency Management Agency Grant Assurances. The City of Santa Ana requires the naming of two authorized agents from within the City to sign these documents on behalf of the City. NOW THEREFORE, BE IT RESOLVED as follows by the City Council of the City of Newport Beach: Section 1: Approve the Transfer Agreement for Fiscal Year 2011 UASI Grant Program purposes ( "Transfer Agreement') between the City and the City of Santa Ana attached hereto as Exhibit 1. Section 2: Authorize the City Manager and the Emergency Services Coordinator to act as the "Authorized Agents" to execute on behalf of the City any actions necessary to implement the Transfer Agreement and obtain federal financial assistance provided by the Federal Department of Homeland Security and sub - granted through the State of California Emergency Management Agency. Section 3: This resolution shall take effect immediately upon its adoption by the City Council, and the City Clerk shall certify the vote adopting the resolution. Adopted this 14th day of February, 2012. MAYOR ATTEST: 04 N�pO CITY CLERK Gp y1P AGREEMENT SUB- RECIPIENT: CITY OF NEWPORT BEACH City Contract Number TABLE OF CONTENTS Section Description Pace I INTRODUCTION §101. Parties to the Agreement 3 §102. Representatives of the Parties and Service of Notices 3 §103. Independent Party 4 §104.. Conditions Precedent to Execution of this Agreement 4 TERM AND SERVICES TO BE PROVIDED §201. Time of Performance §202. Use of Grant Funds III PAYMENT §301. Payment of Grant Funds and Method of Payment IV STANDARD PROVISIONS §401. Construction of Provisions and Titles Herein 9 §402. Applicable Law, Interpretation and Enforcement 9 §403. Integrated Agreement 9 §404. Excusable Delays 9 §405. Breach 10 §406. Prohibition Against Assignment or Delegation 10 §407. Permits 10 §408. Non Discrimination and Affirmative Action 10 §409. Bonds 11 TABLE OF CONTENTS Section Description Paae §410. Indemnification 11 §411. Conflict of Interest 11 §412. Restriction on Disclosures 13 §413. Statutes and Regulations Applicable to All Grant Contracts 13 §414. Federal, State, and Local Taxes 20 §415. Inventions, Patents and Copyrights 20 §416. MBENVBE 22 V DEFAULTS, SUSPENSION TERMINATION, AND AMENDMENTS §501. Defaults 23 §502. Amendments 23 V ENTIRE AGREEMENT §601. Complete Agreement 24 §602. Number of Pages and Attachments 24 Execution (Signature) Page 25 EXHIBITS ExhibitA Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion Lower Tier Covered Transactions Exhibit B Certification Regarding Lobbying Exhibit C Grant Assurances Exhibit D Reimbursement Requestfor Grant Expenditures ii Agreement Number AGREEMENT FOR TRANSFER OR PURCHASE OF EQUIPMENTISERVICES OR FOR REIMBURSEMENT OF TRAINING COSTS FOR FY2011 URBAN AREAS SECURITY INITIATIVE (UASI) BETWEEN THE CITY OF SANTA ANA AND CITY OF NEWPORT BEACH THIS AGREEMENT is made and entered into this 14th day of December, 2011, by and between the CITY OF SANTA ANA, a municipal corporation (the "CITY "), and CITY OF NEWPORT BEACH(the "SUB - RECIPIENT' or "Contractor"). WITNESSETH WHEREAS, CITY, acting through the Santa Ana Police Department in its capacity as a Core City for the Anaheim /Santa Ana Urban Area under the FYI Urban Areas Security Initiative, has applied for, received and accepted a grant entitled "FY 2011 Urban Areas Security Initiative" from the federal Department Of Homeland Security(DHS) Federal Emergency Management Agency (FEMA), through the State of California Emergency Management Agency (CalEMA), to enhance countywide emergency preparedness (the "grant "), as set forth in the grant guidelines and assurances that are incorporated to this Agreement by reference and located at: http:// www. fema .gov /pdf /government/grantt2Ol 1 /fyl 1_hsgp_kit.pdf http://www.calema.ca.gov/E,MS-HS- HazMat/Documents/HSGPII 1 1FY11 % 20CA %20Supplement %20to %20the %20Fed eral %20Program %20G u idance.pdf Copies of the grant guidelines shall be retained in the Anaheim /Santa Ana Grant Office. WHEREAS, this financial assistance is administered by the CITY OF SANTA ANA ( "CITY ") and is overseen by the California Emergency Management Agency ( "Cal- EMA "); and WHEREAS, this financial assistance is being provided to address the unique equipment, training, planning, and exercise needs of large urban areas, and to assist them in building an enhanced and sustainable capacity to prevent, respond to, and recover from threats or acts of terrorism; and WHEREAS, the Anaheim /Santa Ana Urban Area ( "ASAUA) consists of 34 cities in Orange County, including the City of Santa Ana and the City of Anaheim, the County of Orange, including the unincorporated area of the County of Orange, Santa Ana Unified School District Police, California State University, Fullerton, University of California, Irvine, Municipal Water District of Orange County, and the Orange County 1 Fire Authority; and WHEREAS, the Office of Grants Management ( "OGM ") awarded a FY11 UASI Grant of $7,421,142 ( "Grant Funds') to the CITY OF SANTA ANA, as a Core City, for use in the ASAUA; and WHEREAS, the CITY has designated the Chief of Police and the Santa Ana Police Department, Homeland Security Division ( "UASI Grant Office ") to provide for terrorism prevention and emergency preparedness; and WHEREAS, the UASI Grant Office now wishes to distribute FYI UASI Grant Funds throughout the ASAUA, as further detailed in this Agreement ( "Agreement ") to CITY OF NEWPORT BEACH ( "SUB- RECIPIENT ") and others; WHEREAS, the CITY and SUB - RECIPIENT are desirous of executing this Agreement as authorized by the City Council and the City Manager which authorizes the CITY to prepare and execute the Agreement. NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS: I INTRODUCTION §101. Parties to the Agreement The parties to this Agreement are: A. The CITY, a municipal corporation, having its principal office at 20 Civic Center Plaza, Santa Ana, CA 92702; and B. CITY OF NEWPORT BEACH, a municipal corporation, 3300 Newport Beach, Building B, Newport Beach, CA 92663 §102. Representatives of the Parties and Service of Notices A. The representatives of the respective parties who are authorized to administer this Agreement and to whom formal notices, demands and communications shall be given are as follows: 1. The representative of the City of Santa Ana shall be, unless otherwise stated in the Agreement: Kenneth Gominsky, Jr., Commander Santa Ana Police Department Homeland Security Division 60 Civic Center Plaza Santa Ana, CA. 92702 Phone: (714) 245 -8040 Fax: (714) 245 -8745 kgominsky@santa-ana.org 2. The representative of CITY OF NEWPORT BEACH shall be: Katie Eing, Emergency Services Coordinator CITY OF NEWPORT BEACH 3300 Newport Beach, Building B, Newport Beach, CA 92663 Phone: (949) 644 -3109 E -mail: keing @nbfd.net B. Formal notices, demands and communications to be given hereunder by either party shall be made in writing and may be effected by personal delivery or by registered or certified mail, postage prepaid, return receipt requested and shall be deemed communicated as of the date of mailing. C. If the name of the person designated to receive the notices, demands or communications or the address of such person is changed, written notice shall be given, in accord with this section, within five (5) business days of said change. §103. Independent Party SUB- RECIPIENT is acting hereunder as an independent party, and not as an agent or employee of the CITY OF SANTA ANA. No employee of SUB - RECIPIENT is, or shall be an employee of the CITY OF SANTA ANA by virtue of this Agreement, and SUB - RECIPIENT shall so inform each employee organization and each employee who is hired or retained under this Agreement. SUB - RECIPIENT shall not represent or otherwise hold out itself or any of its directors, officers, partners, employees, or agents to be an agent or employee of the CITY OF SANTA ANA. §104. Conditions Precedent to Execution of This Agreement SUB - RECIPIENT shall provide copies of the following documents to the CITY OF SANTA ANA, unless otherwise exempted. A. Grant Assurances in accordance with section 415C of this Agreement attached hereto as Exhibit C and made part hereof. B. Certifications Regarding Ineligibility, Suspension and Debarment as required by Executive Order 12549 in accordance with Section 415Al2 of this Agreement and attached hereto as Exhibit A and made a part hereof. C. Certifications and Disclosures Regarding Lobbying in accordance with Section 415C of this Agreement and attached hereto as Exhibit B and made a part hereof. SUB- RECIPIENT shall also file a Disclosure Form at the end of each calendar quarter in which there occurs any event requiring disclosure or which materially affects the accuracy of the information contained in any Disclosure Form previously filed by SUB- RECIPIENT. 11 TERM AND SERVICES TO BE PROVIDED §201. Time of Performance The term of this Agreement shall commence on December 14, 2011 and end on March 31, 2014 or upon the final disbursement of all of the Grant Amount (as defined in Section 301) and any additional period of time as is required to complete any necessary close out activities. Said term is subject to the provisions herein. §202. Use of Grant Funds A. CITY may, a) transfer to SUB - RECIPIENT, equipment or services purchased with grant funds and in accordance with grant guidelines set forth above; or, b) reimburse SUB - RECIPIENT for purchase of authorized equipment, exercises, services or training upon receiving prior written approval from CITY or its designee and in accordance with grant guidelines and in full compliance with all of the SUB - RECIPIENT'S purchasing and bidding procedures. SUB - RECIPIENT shall specify the equipment, services, exercises and training to be purchased using the Application for Project Funding. A paper copy of this document will be provided to SUB - RECIPIENT by CITY. In addition, a compact disc with a copy of the document will be provided to SUB - RECIPIENT by CITY. If additional copies of the document are needed, SUB - RECIPIENT may contact the Santa Ana Grant Coordinator and it will be provided. B. SUB - RECIPIENT shall provide any reports requested by the CITY regarding the performance of the Agreement. Reports shall be in the form requested by the CITY, and shall be provided in a timely manner. C. The Authorized Equipment List (AEL) is a list of the allowable equipment which may be purchased pursuant to this Agreement and is located at https: //www.rkb.us, and incorporated to this Agreement by reference. A copy of the AEL shall be retained in the Anaheim/Santa Ana Grant Office. Unless otherwise stated in program guidance any equipment acquired pursuant to this Agreement shall meet all mandatory regulations and /or DHS- adopted standards to be eligible for purchase using grant funds. SUB - RECIPIENT shall provide the CITY a copy of its most current procurement guidelines and follow its own procurement requirements as long as they meet the minimum federal requirements. Federal procurement requirements for the FY 11 UAS1 Grant can be found at 2 Code of Federal Regulations (CFR) Part 225 "Cost Principles for State, Local, and Indian Tribal Goverments" and 44 CFR Part 13 "Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments." Any equipment acquired or obtained with Grant Funds: 1. Shall be made available under the California Disaster and Civil Defense Master Mutual Aid Agreement in consultation with representatives of the various fire, emergency medical, hazardous materials response services, and law enforcement agencies within the jurisdiction of the applicant; 2. Shall be consistent with needs as identified in the National Priorities and Target Capabilities, the State Homeland Security Strategy,and the Anaheim /Santa Ana Urban Area and Orange County Operational Area Homeland Security Grants Strategy; and deployed in conformance with those plans; 3. Shall be made available pursuant to applicable terms of the California Disaster and Civil Defense Master Mutual Aid Agreement and deployed with personnel trained in the use of such equipment in a manner consistent with the California Law Enforcement Mutual Aid Plan or the California Fire Services and Rescue Mutual Aid Plan; 4. Shall be subject to the requirements of Title 44 CFR Part 13.32 and 13.33 For the purposes of this subsection, "Equipment" is defined as nonexpendable property that is not consumed or does not lose its identity by being incorporated into another item of equipment, which costs $5,000 or more per unit, or is expected to have a useful life of one (1) year or more. Items costing less than $5,000, but falling into the following categories are also considered Equipment: (1)electronics communications equipment for stationary or vehicular use, including cellular telephones acquired by lease or purchase, and (2) electronic office equipment, including facsimile machines, copiers, electric typewriters, personal computers (monitors and CPU's), terminals and printers; 5. Shall be used by SUB - RECIPIENT in the program or project for which it was acquired as long as needed, whether or not the project or program continues to be supported by Federal funds. When no longer useful for the original program or project, the Equipment may be used in other activities currently or previously supported by a Federal agency. 6. Shall be made available for use on other projects or programs currently or previously supported by the Federal Government, providing such use will not interfere with the work on the projects or program for which it was originally acquired. First preference for other use shall be given to other programs or projects supported by the awarding agency. 7. Shall be recorded on a ledger. This record must be updated bi- annually and forwarded to the City. The record shall include: (a) description of the item of Equipment, (b) manufacturer's model and serial number, (c) Federal Stock number, national stock number, or other identification number; (d) the source of acquisition of the Equipment, including the award number, (e) date of acquisition; (f) the per unit acquisition cost of the Equipment, (g) records showing maintenance procedures to keep the Equipment in good running order, and (h) location and condition of Equipment. Records must be retained pursuant to 44 C.F.R. Part 13.42, and Office of G &T. 8. All equipment obtained under this Agreement shall have an ASAUA identification decal affixed to it, and, when practical, shall be affixed where it is readily visible. 9. A physical inventory of the Equipment shall be taken and the results reconciled with the Equipment records at least once every year. Inventory shall also be taken prior to any UASI, State or Federal monitor visits. 10. SUB - RECIPIENT shall exercise due care to preserve and safeguard equipment acquired with grant funds from damage or destruction and shall provide regular maintenance and such repairs for said equipment as necessary, in order to keep said equipment continually in good working order. Such maintenance and servicing shall be the sole responsibility of SUB- RECIPIENT, who shall assume full responsibility for maintenance and repair of the equipment throughout the life of said equipment. D. Any training paid pursuant to this Agreement shall conform to the guidelines as listed in FY 2011 Homeland Security Grant Program, as set forth above. All training expenses must be pre- authorized by Cal -EMA at http: / /www.firstrespondertraining .gov /admin. A catalogue of Grantor approved and sponsored training courses is available at http:/ANww.firstrespondertraining.gov/odp_�mebforms. E. Any exercise paid pursuant to this Agreement shall conform to the guidelines as listed in FY 2011 Homeland Security Grant Program, as set forth above. Detailed Homeland Security Exercise and Evaluation Program Guidance is available at http: / /hseep.dhs.gov. F. Any planning paid pursuant to this Agreement shall conform to the guidelines as listed in FY 2011 Homeland Security Grant Program, as set forth above. G. Any organizational activities paid pursuant to this Agreement shall conform to the guidelines as listed in FY 2011 Homeland Security Grant Program, as set forth above. III PAYMENT §301. Payment of Grant Funds and Method of Payment A. CITY may, a) transfer to SUB - RECIPIENT, equipment or services purchased with grant funds; or, b) reimburse SUB-RECIPIENTfor the purchase of authorized equipment, exercises, services or training upon receiving prior written approval from CITY or its designee and in accordance with grant guidelines and in full compliance with all of the SUB - RECIPIENT'S purchasing and bidding procedures. SUB - RECIPIENT shall specify the equipment, exercises, services or training to be purchased using the Application for Project Funding, A paper copy of this document will be provided to SUB - RECIPIENT by CITY. In addition, a compact disc with a copy of the document will be provided to SUB - RECIPIENT by CITY. If additional copies of the document are needed, SUB - RECIPIENT may contact the Santa Ana Grant Coordinator and it will be provided. Funds may be used for planning, exercises, organizational and training activities, and the purchase of equipment as described in Section 202 above. B. SUB - RECIPIENT shall provide quarterly invoices to the CITY requesting payment and all supporting documentation. Each reimbursement request shall be accompanied by the Reimbursement Request for Grant Expenditures (attached hereto as Exhibit D) detailing the expenditures made by SUB - RECIPIENT as authorized by Section 202 above. Each reimbursement request shall be submitted electronically at https:H38.184.198/. For equipment for which SUB - RECIPIENT is requesting reimbursement, all appropriate back -up documentation must be attached to the reimbursement form, including invoices, proof of payment, packing slips, and Equipment Reimbursement Worksheet. For training reimbursements, SUB - RECIPIENT must include a copy of any certificates issued or a copy of the class roster verifying training attendees, proof that a CalEMA tracking number has been assigned to the course, timesheets and payroll registers for all training attendees, receipts for travel expenses related to the training, and Training Reimbursement Worksheet. For regional project reimbursements, SUB - RECIPIENT must include approval from the lead agency for all submitted invoices. C. Payment of final invoice shall be withheld by the CITY until the SUB - RECIPIENT has turned in all supporting documentation and completed the requirements of this Agreement. D. It is understood that the CITY makes no commitment to fund this Agreement beyond the terms set forth herein. E. Funding for all periods of this Agreement is subject to the continuing availability to the CITY of federal funds for this program. The Agreement may be terminated immediately upon written notice to SUB - RECIPIENT of a loss or reduction of federal grant funds. IV STANDARD PROVISIONS §401. Construction of Provisions and Titles Herein All titles or subtitles appearing herein have been inserted for convenience and shall not be deemed to affect the meaning or construction of any of the terms or provisions hereof. The language of this Agreement shall be construed according to its fair meaning and not strictly for or against either party. The word "Sub- recipient' herein and in any amendments hereto includes the party or parties identified in this Agreement. The singular shall include the plural. If there is more than one Sub - recipient as identified herein, unless expressly stated otherwise, their obligations and liabilities hereunder shall be joint and several. Use of the feminine, masculine, or neuter genders shall be deemed to include the genders not used. §402. Applicable Law. Interpretation and Enforcement Each party's performance hereunder shall comply with all applicable laws of the United States of America, the State of California, and the CITY. This Agreement shall be enforced and interpreted under the laws of the State of California and the CITY. If any part, term or provision of this Agreement shall be held void, illegal, unenforceable, or in conflict with any law of a federal, state or local government having jurisdiction over this Agreement, the validity of the remaining portions of provisions shall not be affected thereby. §403. Integrated Agreement This Agreement sets forth all of the rights and duties of the parties with respect to the subject matter hereof, and replaces any and all previous agreements or understandings, whether written or oral, relating thereto. This Agreement may be amended only by a written instrument executed by both parties hereto. §404. Excusable Delays In the event that performance on the part of any party hereto shall be delayed or suspended as a result of circumstances beyond the reasonable control and without the fault and negligence of said party, none of the parties shall incur any liability to the other parties as a result of such delay or suspension. Circumstances deemed to be beyond the control of the parties hereunder shall include, but not be limited to, acts of God or of the public enemy; insurrection; acts of the Federal Government or any unit of State or Local Government in either sovereign or contractual capacity; fires; floods; epidemics; quarantine restrictions; strikes, freight embargoes or delays in transportation; to the extent that they are not caused by the party's willful or negligent acts or omissions and to the extent that they are beyond the party's reasonable control. §405. Breach Except for excusable delays, if any party fails to perform, in whole or in part, any promise, covenant, or agreement set forth herein, or should any representation made by it be untrue, any aggrieved party may avail itself of all rights and remedies, at law or equity, in the courts of law. Said rights and remedies are cumulative of those provided for herein except that in no event shall any party recover more than once, suffer a penalty or forfeiture, or be unjustly compensated. §406. Prohibition Aqainst Assignment or Delegation SUB - RECIPIENT may not, unless it has first obtained the written permission of the CITY: A. Assign or otherwise alienate any of its rights hereunder, including the right to payment; or B. Delegate, subcontract, or otherwise transfer any of its duties hereunder. §407. Permits SUB - RECIPIENT and its officers, agents and employees shall obtain and maintain all permits and licenses necessary for SUB - RECIPIENT performance hereunder and shall pay any fees required therefore. SUB - RECIPIENT further certifies to immediately notify the CITY of any suspension, termination, lapses, non renewals or restrictions of licenses, certificates, or other documents. §408. Nondiscrimination and Affirmative Action SUB- RECIPIENT shall comply with the applicable nondiscrimination and affirmative action provisions of the laws of the United States of America, the State of California, and the CITY. In performing this Agreement, SUB- RECIPIENT shall not discriminate in its employment practices against any employee or applicant for employment because of such person's race, religion, national origin, ancestry, sex, sexual orientation, age, physical handicap, mental disability, marital status, domestic partner status or medical condition. SUB - RECIPIENT shall comply with Executive Order 11246, entitled "Equal Employment Opportunity," as amended by Executive Order 11375, and as supplemented in Department of Labor regulations (41 CRF Part 60). 10 If required, SUB - RECIPIENT shall submit an Equal Employment Opportunity Plan ( "EEOP ") to the DOJ Office of Civil Rights ( "OCR ") in accordance with guidelines listed at http: /I www,ojp.usdoj.gov /ocr /eeop.htm, Any subcontract entered into by the SUB- RICIPIENT relating to this Agreement, to the extent allowed hereunder, shall be subject to the provisions of this § 408. §409. Bonds SUB - RECIPIENT must purchase a performance bond for any equipment item over $250,000 or any vehicle (including aircraft or watercraft) financed with homeland security funds. §410. Indemnification Each of the parties to this Agreement is a public entity. In contemplation of the provisions of Section 895.2 of the Government Code of the State of California imposing certain tort liability jointly upon public entities, solely by reason of such entities being parties to an Agreement as defined by Section 895 of said Code, the parties hereto, as between themselves, pursuant to the authorization contained in Section 895.4 and 895.6 of said Code, will each assume the full liability imposed upon it or upon any of its officers, agents, or employees by law, for injury caused by a negligent or wrongful act or omission occurring in the performance of this Agreement, to the same extent that such liability would be imposed in the absence of Section 895.2 of said Code. To achieve the above- stated purpose, each party indemnifies and holds harmless the other party solely by virtue of said Section 895.2. The provision of Section 2778 of the California Civil Code is made a part hereto as if fully set forth herein. SUB - RECIPIENT certifies that it has adequate self insured retention of funds to meet any obligation arising from this Agreement. §411. Conflict of interest A. The SUB - RECIPIENT covenants that none of its directors, officers, employees, or agents shall participate in selecting, or administrating any subcontract supported (in whole or in part) by Federal funds where such person is a director, officer, employee or agent of the subcontractor; or where the selection of subcontractors is or has the appearance of being motivated by a desire for personal gain for themselves or others such as family business, etc.; or where such person knows or should have known that: 1. A member of such person's immediate family, or domestic partner or organization has a financial interest in the subcontract; 2. The subcontractor is someone with whom such person has or is negotiating any prospective employment; or 3. The participation of such person would be prohibited by the California Political Reform Act, California Government Code §87100 et seq. if such person were a public officer, because such person would have a "financial or other interest" in the subcontract. 11 B. Definitions: 1. The term "immediate family" includes but is not limited to domestic partner and/or those persons related by blood or marriage, such as husband, wife, father, mother, brother, sister, son, daughter, father in law, mother in law, brother in law, sister in law, son in law, daughter in law. 2. The term "financial or other interest" includes but is not limited to: a. Any direct or indirect financial interest in the specific contract, including a commission or fee, a share of the proceeds, prospect of a promotion or of future employment, a profit, or any other form of financial reward. b. Any of the following interests in the subcontractor ownership: partnership interest or other beneficial interest of five percent or more; ownership of five percent or more of the stock; employment in a managerial capacity, or membership on the board of directors or governing body. C. The SUB - RECIPIENT further covenants that no officer, director, employee, or agent shall solicit or accept gratuities, favors, anything of monetary value from any actual or potential subcontractor, supplier, a party to a sub agreement, (or persons who are otherwise in a position to benefit from the actions of any officer, employee, or agent). D. The SUB - RECIPIENT shall not subcontract with a former director, officer, or employee within a one year period following the termination of the relationship between said person,and the Contractor. E. Prior to obtaining the CITY'S approval of any subcontract, the SUB - RECIPIENT shall disclose to the CITY any relationship, financial or otherwise, direct or indirect, of the SUB - RECIPIENT or any of its officers, 'directors or employees or their immediate family with the proposed subcontractor and its officers, directors or employees. F. For further clarification of the meaning of any of the terms used herein, the parties agree that references shall be made to the guidelines, rules, and laws of the SUB - RECIPIENT, State of California, and Federal regulations regarding conflict of interest. G. The SUB - RECIPIENT warrants that it has not paid'or given and will not pay or give to any third person any money or other consideration for obtaining this Agreement. H. The SUB - RECIPIENT covenants that no member, officer or employee of SUB - RECIPIENT shall have interest, direct or indirect, in any contract or subcontract or the proceeds thereof for work to be performed in connection with this project during his /her tenure as such employee, member or officer or 12 for one year thereafter. I. The SUB - RECIPIENT shall incorporate the foregoing subsections of this Section into every agreement that it enters into in connection with this project and shall substitute the term "subcontractor" for the term "SUB- RECIPIENT' and "sub subcontractor" for "Subcontractor". §412. Restriction on Disclosures Any reports, analysis, studies, drawings, information, or data generated as a result of this Agreement are to be governed by the California Public Records Act (Cal fomia Government Code Sec. 6250, et seq.). §413. Statutes and Regulations Applicable To All Grant Contracts A. SUB- RECIPIENT shall comply with all applicable requirements of state, federal, county and SUB - RECIPIENT laws, executive orders, regulations, program and administrative requirements, policies and any other requirements governing this Agreement. SUB - RECIPIENT shall comply with state and federal laws and regulations pertaining to labor, wages, hours, and other conditions of employment. SUB - RECIPIENT shall comply with new, amended, or revised laws, regulations, and /or procedures that apply to the performance of this Agreement. These requirements include, but are not limited to: 1. Office of Management and Budget (OMB) Circulars SUB - RECIPIENT shall comply with OMB Circulars, as applicable: OMB Circular A -87 (Cost Principles for State, Local, and Indian Tribal Governments, relocated to 2 CFR Part 225); OMB Circular A- 102 (Grants and Cooperative Agreements with State and Local Governments, found in 44 CFR Part 13 "Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments "); OMB Circular A -133 (Audits of States, Local Governments, and Non - Profit Organizations. 2. Single Audit Act If Federal funds are used in the performance of this Agreement, SUB - RECIPIENT shall adhere to the rules and regulations of the Single Audit Act, 31 USC Sec. 7501 et seq.; and any administrative regulation or field memos implementing the Act. When reporting under on the FYI UASI Grant Program under the Single Audit Act, SUB - RECIPIENT shall use Catalog of Federal Domestic Assistance (CFDA) Program Number 97.067 "Homeland Security Grant Program "; Grant Identification Number 2011 -SS -0077; and Identify the City of Santa Ana as the Pass - Through. 3. Americans with Disabilities Act . 13 SUB - RECIPIENT hereby certifies that it will comply with the Americans with Disabilities Act, 42 USC §§ 12101, et seq., and its implementing regulations. SUB- RECIPIENTwill provide reasonable accommodations to allow qualified individuals with disabilities to have access to and to participate in its programs, services and activities in accordance with the provisions of the Americans with Disabilities Act. SUB - RECIPIENT will not discriminate against persons with disabilities or against persons due to their relationship to or association with a person with a disability. Any subcontract entered into by the SUB- RECIPIENT, relating to this Agreement, to the extent allowed hereunder, shall be subject to the provisions of this paragraph. 4. Political and Sectarian Activity Prohibited None of the funds, materials, property or services provided directly or indirectly under this Agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office. Neither shall any funds provided under this Agreement be used for any purpose designed to support or defeat any pending legislation or administrative regulation. None of the funds provided pursuant to this Agreement shall be used for any sectarian purpose or to support or benefit any sectarian activity. If this Agreement provides for more than $100,000 in grant funds or more than $150,000 in loan funds, SUB- RECIPIENT shall submit to the CITY Certification Regarding Lobbying and a Disclosure Form, if required, in accordance with 31 USC §1352. A copy of the Certificate is attached hereto as Exhibit B. No funds will be released to SUB - RECIPIENT until the Certification is filed. SUB- RECIPIENT shall file a Disclosure Form at the end of each calendar quarter in which there occurs any event requiring disclosure or which materially affects the accuracy of any of the information contained in any Disclosure Form previously filed by SUB- RECIPIENT. SUB - RECIPIENT shall require that the language of this Certification be included in the award documents for all sub - awards at all tiers and that all subcontractors shall certify and disclose accordingly. 5. Records Inspection At any time during normal business hours and as often as the CITY, the U.S. Comptroller General, and /or the Auditor General of the State of California may deem necessary, SUB - RECIPIENT shall make available for examination all of its records with respect to all mailers covered by this Agreement. The CITY, the U.S. Comptroller General and /or the Auditor General of the State of California shall have the authority to audit, examine and make excerpts or transcripts from records, including SUB - RECIPIENTS invoices, I4 materials, payrolls, records of personnel, conditions of employment and other data relating to all matters covered by this Agreement. SUB- RECIPIENT agrees to provide any reports requested by the CITY regarding performance of the Agreement. 6. Records Maintenance Records, in their original form, shall be maintained in accordance with requirements prescribed by the CITY with respect to all matters covered on file for all documents specified in this Agreement. Original forms are to be maintained on file for all documents specified in this Agreement. Such records shall be retained for a period of three (3) years after termination of this Agreement and after final disposition of all pending matters. "Pending matters" include, but are not limited to, an audit, litigation or other actions involving records. The CITY may, at its discretion, take possession of, retain and audit said records. Records, in their original form pertaining to matters covered by this Agreement, shall at all times be retained within the County of Orange unless authorization to remove them is granted in writing by the CITY. Subcontracts and Procurement SUB - RECIPIENT shall comply with the federal and SUB - RECIPIENT standards in the award of any subcontracts. For purposes of this Agreement, subcontracts shall include but not be limited to purchase agreements, rental or lease agreements, third party agreements, consultant service contracts and construction subcontracts. SUB- RECIPIENT shall ensure that the terms of this Agreement with the CITY are incorporated into all Subcontractor Agreements. The SUB - RECIPIENT shall submit all Subcontractor Agreements to the CITY for review prior to the release of any funds to the subcontractor. The SUB - RECIPIENT shall withhold funds to any subcontractor agency that fails to comply with the terms and conditions of this Agreement and their respective Subcontractor Agreement. Labor SUB- RECIPIENT shall comply with the Intergovernmental Personnel Act of 1970 (42 U.S.C. §§4728 -4763) relating to prescribed requirements for merit systems for programs funded under one of the 19 statutes or regulations specified in Appendix A of OPM's Standards for a Merit System Personnel Administration (5 C.F.R. 900, Subpart F). SUB- RECIPIENT shall comply, as applicable, with the provisions of LS the Davis -Bacon Act (40 U.S.C. § §276a to 276a -7), the Copeland Act (40 U.S.C. §276c and 18 U.S.C. §874), the Contract Work Hours.and Safety Standards Act (40 U.S.C. § §327 -333), regarding labor standards for federally- assisted construction subagreements, and the Hatch Act (5 USC § §1501 -1508 and 7324 - 7328). SUB - RECIPIENT shall comply with the Federal Fair Labor Standards Act (29 USC §201) regarding wages and hours of employment. None of the funds shall be used to promote or deter Union /labor organizing activities. CA Gov't Code Sec. 16645, et seq. 9. Civil Rights SUB - RECIPIENT shall comply with all Federal statutes relating to nondiscrimination. These include but are not limited to: (a) Title VI of the Civil Rights Act of 1964 (P.L. 88 -352) 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 sex; (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 non - discrimination in the sale, rental or financing of housing; (i) any other nondiscrimination provisions in the specific statute(s) under which application for Federal assistance is being made; (j) the requirements of any other nondiscrimination statute(s) which may apply to the application; and (k) P.L. 93 -348 regarding the protection of human subjects involved in research, development, and related activities supported by this award of assistance. 10. Environmental SUB - RECIPIENT shall comply, or has already complied, with the requirements of Titles II and III of the Uniform relocation Assistance and Real Property Acquisition Policies Act of 1970 (P.L. 91 -646) which provide 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 interests in real property acquired for project purposes regardless of Federal Iri participation in purchases. SUB - RECIPIENT shall comply with environmental standards which may be prescribed pursuant to the following: (a) institution of environmental quality control measures under the National Environmental Policy Act of 1969 (P.L. 91 -190) and Executive Order (ED) 11514; (b) notification of violating facilities pursuant to EO 11738; (c) protection of wetlands pursuant to EO 11990; (d) evaluation of flood hazards in floodplains in accordance with EO 11988; (e) 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.); (f) . 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.); (g) protection of underground sources of drinking water under the Safe Drinking Water Act of 1974, as amended (P.L. 93 -523); (h) protection of endangered species under the Endangered Species Act of 1973, as amended (P.L. 93205); and (i) Flood Disaster Protection Act of 1973 §102(a) (P.L. 93 -234). SUB - RECIPIENT shall comply with the 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. SUB - RECIPIENT shall comply 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 residence structures. SUB - RECIPIENT shall comply with the Federal Water Pollution Control Act (33 U.S.C. § 1251, et seq.) which restores and maintains the chemical, physical and biological integrity of the Nation's waters. SUB - RECIPIENT shall ensure that the facilities under its ownership, lease or supervision which shall be utilized in the accomplishment of this project are not listed in the Environmental Protection Agency's (EPA) list of Violating Facilities and that it will notify the Federal Grantor agency of the receipt of any communication from the Director of the EPA Office of Federal Activities indicating that a facility to be used in the project is under consideration for listing by the EPA. By signing this Agreement, SUB - RECIPIENT ensures that it is in compliance with the California Environmental Quality Act (CEQA), Public Resources Code §21000, et seq. and is not impacting the environment negatively. SUB - RECIPIENT shall comply with the Energy Policy and Conservation Act (P.L. 94-163,,89 Stat. 871). 17 SUB - RECIPIENT shall comply, if applicable, with the provision 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. 11. Preservation SUB- RECIPIENT shall comply with Section 106 of the National Historic Preservation Act of 1966, as amended (16 U.S.C. §470), EO 11593 (identification and protection of historic properties), and the Archaeological and Historic Preservation Act of 1974 (16 U.S.C. § §469a -1, et seq.). 12. Suspension and Debarment SUB - RECIPIENT shall comply with Federal Register, Volume 68, Number 228, regarding Suspension and Debarment, and SUB - RECIPIENT shall submit a Certification Regarding Debarment required by Executive Order 12549 and any amendment thereto. Said Certification shall be submitted to the CITY concurrent with the execution of this Agreement and shall certify that neither SUB - RECIPIENT nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participation in this transaction by any federal department head or agency. SUB - RECIPIENT shall require that the language of this Certification be included in the award documents for all sub -award at all tiers and that all subcontractors shall certify accordingly. 13. Drug -Free Workplace -SUB- RECIPIENT shall comply with the federal Drug -Free Workplace Act of 1988, 41 USC §701, 44 CFR Part 67; the California Drug -Free Workplace Act of 1990, CA Gov't Code §§ 8350 -8357. 14. Miscellaneous SUB - RECIPIENT shall comply with the Laboratory Animal Welfare Act of 1966, as amended (P.L. 89 -544, 7 USC § §2131, et seq.). B. Statutes and Regulations Applicable To This Particular Grant SUB- RECIPIENT shall comply with all applicable requirements of state and federal laws, executive orders, regulations, program and administrative requirements, policies and any other requirements governing this particular grant program.'SUB- RECIPIENT shall comply with new, amended, or revised laws, regulations, and /or procedures that apply to the performance of this Agreement. These requirements include, but are not limited to: Title 44 Code of Federal Regulations (CFR) Part 13; EO 12372; Department of Justice (DOJ) Office of Judicial Programs (OJP) Office 18 of the Comptroller, U.S. Department of Homeland Security, Preparedness Directorate Financial Management Guide; U.S. Department of Homeland Security, Office of Grants and Training. FY 2009 Homeland Security Grant Program — Program Guidance and Application Kit; ODP WMD Training Course Catalogue; and DOJ Office for Civil Rights. Standardized Emergency Management System (SEMS) requirements as stated in the California Emergency Services Act, Government Code Chapter 7 of Division 1 of Title 2, § 8607.1(e) and CCR Title 19, §§ 2445 -2448. Provisions of 44 CFR applicable to grants and cooperative agreements, including Part 18, Administrative Review Procedures; Part 20, Criminal Justice Information Systems; Part 22, Confidentiality of Identifiable Research and Statistical Information; Part 23, Criminal Intelligence Systems Operating Policies; Part 30, Intergovernmental Review of Department of Justice Programs and Activities; Part 35, Nondiscrimination on the Basis of Disability in State and Local Government Services; Part 38, Equal Treatment of Faith -based Organizations; Part 42, Nondiscrimination /Equal employment Opportunities Policies and Procedures; Part 61, Procedures for Implementing the National Environmental Policy Act; Part 63, Floodplain Management and Wetland Protection Procedures; Part 64, Floodplain Management and Wetland Protection Procedures; Federal laws or regulations applicable to federal Assistance Programs; Part 69, New Restrictions on Lobbying; Part 70, Uniform Administrative Requirements for Grants and Cooperative Agreements (including sub - awards) with Institutions of Higher Learning, Hospitals and other Non - Profit Organizations; and Part 83, Government- Wide Requirements for a Drug Free Workplace (grants). Nondiscrimination requirements of the Omnibus Crime Control and Safe Streets Act of 1968, as amended, 42 USC 3789(d), or the Juvenile Justice and Delinquency Prevention Act, or the Victims of Crime Act, as appropriate; the provisions of the current edition of the Office of Justice Programs Financial and Administrative Guide for Grants, M7100.1, and all other applicable federal laws, orders, circulars, or regulations. 2. Travel Expenses SUB - RECIPIENT as. provided herein may be compensated for SUB - RECIPIENT'S reasonable travel expenses incurred in the performance of this Agreement, to include travel and per diem, unless otherwise expressed. Travel including in -State and out -of- State travel shall not be reimbursed without prior written authorization from the UASI Grant Office. 19 SUB - RECIPIENT'S travel and per diem reimbursement costs shall be reimbursed based on the SUB - RECIPIENTS travel policies and procedures. If SUB - RECIPIENT does not have established travel policies and procedures, SUB - RECIPIENT'S reimbursement rates shall not exceed the amounts established by the State Department of Personnel Administration Rules and Regulations, PML 97 -024, Section 599.619, dated July 1, 1997 and Section 599.631. and as amended from time to time. 3. Noncompliance SUB - RECIPIENT understands that failure to comply with any of the above assurances may result in suspension, termination or reduction of grant funds, and repayment by SUB - RECIPIENT to CITY of any unlawful expenditures. C. Compliance With Grant Assurances To obtain the Grant Funds, the Grantor required an authorized representative of the CITY to sign certain promises regarding the way the Grant Funds would be spent ( "Grant Assurances "), attached hereto as Exhibit C. By signing these Grant Assurances, the CITY became liable to the Grantor for any funds that are used in violation of the grant requirements. SUB - RECIPIENT shall be liable to the Grantor for any funds the Grantor determines SUB - RECIPIENT used in violation of these Grant Assurances. SUB - RECIPIENT shall indemnify and hold harmless the CITY for any sums the Grantor determines SUB - RECIPIENT used in violation of the Grant Assurances. §414. Federal, State and Local Taxes Federal, State and local taxes shall be the responsibility of SUB - RECIPIENT as an independent party and not as a CITY employee. §415. Inventions, Patents and Copyrights A. Reporting Procedure for Inventions If any project produces any invention or discovery (Invention) patentable or _otherwise under title 35 of the U.S. Code, including, without limitation, processes and business methods made in the course of work under this Agreement, the SUB - RECIPIENT shall report the fact and disclose the Invention promptly, and fully to the CITY. The CITY shall report the fact and disclose the Invention to the Grantor. Unless there is a prior agreement between the CITY and the Grantor, the Grantor shall determine whether to seek protection on the Invention. The Grantor shall determine how the rights in the Invention, including rights under any patent issued thereon, will be allocated and administered in order to protect the public interest consistent with the policy ( "Policy ") embodied in the Federal Acquisition Regulations System, which is based on Ch. 18 of title 35 U.S.C. Sections 200, et seq. 20 (Pub. L. 95 -517, Pub. L. 98 -620, 37 CFR part 401): Presidential Memorandum on Government Patent Policy to the Heads of the Executive Departments and Agencies, dated 2118/1983); and Executive Order 12591, 4/10187, 52 FR 13414, 3 CFR, 1987 Comp., p. 220 (as amended by Executive Order 12618, 12122187, 52 FR 48661, 3 CFR, 1987 Comp., p. 262). SUB- RECIPIENT hereby agrees to be bound by the Policy, and will contractually require its personnel to be bound by the Policy. B. Rights to Use Inventions CITY shall have an unencumbered right, and a non - exclusive, irrevocable, royalty- free license, to use, manufacture, improve upon, and allow others to do so for all government purposes, any Invention developed under this Agreement. C. Copyright Policy Unless otherwise provided by the terms of the Grantor or of this Agreement, when copyrightable material ( "Material ") is developed under this Agreement, the author or the CITY, at the CITY'S discretion, may copyright the Material. If the. CITY declines to copyright the Material, the CITY shall have an unencumbered right, and a non - exclusive, irrevocable, royalty- free license, to use, manufacture, improve upon, and allow others to do so for all government purposes, any Material developed under this Agreement. 2. The Grantor shall have an unencumbered right, and a non - exclusive, irrevocable, royalty -free license, to use, manufacture, improve upon, and allow others to do so for all government purposes, any Material developed under this Agreement or any Copyright purchased under this Agreement. 3. SUB - RECIPIENT shall comply with 24 CFR 85.34. D. Rights to Data The Grantor and the CITY shall have unlimited rights or copyright license to any data first produced or delivered under this Agreement. "Unlimited rights" means the right to use, disclose, reproduce, prepare derivative works, distribute copies to the public, and perform and display publicly, or permit others to do so; as required by 48 CFR 27.401. Where the data are not first produced under this Agreement or are published copyrighted data with the notice of 17 U.S.C. Section 401 or 402, the Grantor acquires the data under a copyright license as set forth in 48 CFR 27.404(f)(2) instead of unlimited rights. (48 CFR 27.404(a)). E. Obligations Binding on Subcontractors SUB - RECIPIENT shall require all subcontractors to comply with the obligations of this section by incorporating the terms of this section into all 21 subcontracts. §416. Minority. Women, And Other Business Enterprise Outreach Program It is the policy of the CITY to provide minority business enterprises (MBEs), women business enterprises (WBEs) and all other business enterprises an equal opportunity to participate in the performance of all SUB - RECIPIENT contracts, including procurement, construction and personal services. This policy applies to all Contractors and Sub - Contractors. 22 V DEFAULTS, SUSPENSION, TERMINATION. AND AMENDMENTS §501. Defaults Should SUB - RECIPIENT fail for any reason to comply with the contractual obligations of this Agreement within the time specified by this Agreement, the CITY reserves the right to terminate the Agreement, reserving all rights under state and federal law. §502. Amendments Any change in the terms of this Agreement, including changes in the services to be performed by SUB- RECIPIENT and any increase or decrease in the amount of compensation which are agreed to by the CITY and SUB - RECIPIENT shall be incorporated into this Agreement by a written amendment properly executed and signed by the person authorized to bind the parties thereto. SUB - RECIPIENT agrees to comply with all future CITY Directives, or any rules, amendments or requirements promulgated by the CITY affecting this Agreement. 23 VI ENTIRE AGREEMENT §601. Complete Agreement This Agreement contains the full and complete Agreement between the two parties. Neither verbal agreement nor conversation with any officer or employee of either party shall affect or modify any of the terms and conditions of this Agreement. §602. Number of Paces and Attachments This Agreement is executed in two (2) duplicate originals, each of which is deemed to be an original. This Agreement includes twenty -five (25) pages and five (4) Exhibits which constitute the entire understanding and agreement of the parties. 24 IN WITNESS WHEREOF, the City and CITY OF NEWPORT BEACH have caused this Agreement to be executed by their duly authorized representatives on the date first set forth above. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: CITY OF SANTA ANA, a municipal Corporation of the State of California go Paul M. Walters City Manager By yV SUB - RECIPIENT resa Judd CITY OF NEWPORT BEACH Assistant City A ney M Printed Name Title APPROVED AA TO FORM By: �- Printed Name 41C Title'y Cori !f /rna„ 25 �v EXHIBIT A CERTIFICATION REGARDING DEBARMENT, SUSPENSION AND OTHER RESPONSIBILITY MATTERS Applicants should refer to the regulations cited below to determine the cetiftcation to which they are required to attest. Applicants should also review the instructions for certification included in the regulations before completing this form. Signatu, e of this form provides for compliance with certification requirements under the applicable CFR covering New Restrictions on Government -wide Debanment and Suspension (Nonprocuremenr). The certification ;hall be treated as a material representation of fact upon which reliance will be placed when the Agency determines to award the covered transaction or cooperative agreement. As required by Executive Order 12549, Debarment and Suspension, and implemented under the applicable CFR, for prospective participants in covered transactions, as defined in the applicable CFR A. The applicant certifies that- it and its principals: (a) 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; (b) Have riot 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; (c) Are not presently indicted for or otherwise criminally or civilly charged by a government entity (Federal State or local) with commission of any of these offenses enumerated in paragraph (1) (b) of this certification; and (d) hIave 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. Authorized Agent Signature Printed or Typcd Name Address: 26 11 &11 items • •' _[ gig URUMOR I 1. By signing and submitting this document, the prospective recipient of Federal assistance funds is providing the certification as set out below. 2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective recipient of Federal assistance funds knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the department or agency with which this transaction originated may pursue available remedies, including suspension and /or debarment. 3. The prospective recipient of Federal assistance funds shall provide immediate written notice to the person to whom this agreement is entered, if at any time the prospective recipient of Federal assistance funds learns that its certification was erroneous, when submitted or has become erroneous by reason of changed circumstances. 4. The terms "covered transaction," "debarred," " suspended, "ineligible," "lower tier covered transaction, " 'participant," "person," "primary covered transaction, "'principal, "'proposal," and "voluntarily excluded," as used in "his clause, have the meanings set out In the 7efiniiions and Coverage sections of rules implementing Executive Order 12549. 5. The prospective recipient of Federal assistance funds agrees by submitting this proposal `:hat, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower Her covered transaction with a person who Is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated. 6. The prospective recipient of Federal assistance funds further agrees by submitting this proposal that It will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion Lower Tier Covered Transactions," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 7. A participant in a covered transaction, may rely upon a certification of a prospective participant in a lower tier covered transaction teat it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the 0gibility of its principals. Each participant may, but Is not required to, check the List of Parties Excluded from Procurement or Non Procurement Programs. 8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 9. Except for transactions authorized under Paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntary excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the department or agency with which this transaction originated may pursue available remedies, including suspension and /or debarment. 27 EXHIBIT B CERTIFICATION REGARDING LOBBYING Certification for Contracts. Grants. Loans and Cooperative Agreements The undersigned certifies, to the best of his or her knowledge and belief, that: 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 an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan or cooperative agreement. If any funds other 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 employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form LLL "Disclosure Form to Report Lobbying" in accordance with its instructions. 3. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. 4. 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 that $10,000 and not more than $100,000 for each such failure. AGREEMENT NUMBER C 0 N TRACTO R /BORROWER /AGENCY NAME AND TITLE OF AUTHORIZED REPRESENTATIVE SIGNATURE DATE 28 EXHIBIT C California Emergency Management Agency (Cal ENbk) Fiscal Year (F19 2011 Grant Assurances (All HSGP Applicants) Name of Applicant: Address: City: State: Zip Code: Telephone Number: Fax Number: E -Mail Address: As the duly authorized representative of the applicant, I certify that the applicant named above: 1. 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, Cal BMA, 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 FY 2011 Investment Justifications submitted to DHS /FEMA and 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 (1SIP) within 45 days of the award, and update via the Grant Reporting Tool (CRT) twice each year. 8. Will initiate and complete the work within the applicable time frame after receipt of approval from Cal ErMA. 29 9. Will maintain procedures to minimize the time elapsing between the award of funds and the disbursement of funds. 10. Will comply with all regulations applicable to DHS /FEMA grants, including, but not limited to, 44 CM Part 13, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments including, but not limited to, all provisions relevant to the payment of interest earned on advances. 11. Will comply with all provisions of 48 CFR, Part 31.2, Federal Acquisition Regulations (FAR), Contracts with Commercial Organizations. 12. Will establish safeguards to prohibit employees Gom 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. 13. 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 and Cal EMA. 14. Agrees that, to the extent contractors or subcontractors are uti lized, will use small, minority- owned, women- owned, or disadvantaged business concerns and contractors or subcontractors to the extent practicable. 15. Will notify Cal EMA of any developments that have a significant impact on award - supported activities, including changes to key program staff. 16. 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. 17. Will comply, and will assure the compliance of all agents and contractors, 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 against individuals with disabilities. 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. Sections 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. 30 i. Title 44 Code of Federal Regulations (CFR) Parts 7, 16, and 19 relating to nondiscrimination. j. The requirements of any other nondiscrimination provisions in the specific statute(s) under which the application for federal assistance is being made. k. 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. 18. 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 Cal EMA, FEMA and the U.S. Department of Justice Office of Civil Rights, Office of Justice Programs. 19. Will provide an Equal Employment Opportunity Plan, if applicable, to the Department of Justice Office of Civil Rights within 60 days of grant award. 20. 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. 21. Will comply, if applicable, with the flood insurance purchase requirements of Section 102(a) of the Flood Disaster Protection Act of 1973 (P.L. 93 -234) which requires recipients in a special flood hazard area to participate in the program and to purchase flood insurance if the total cost of insurable construction and acquisition is $10,000 or more. 22. 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. Applicant 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. 23. Will comply with all regulations applicable to DHS/FEMA grants including, but not limited to, 44 CFR, Part 10, Environmental Considerations. Applicant will also comply with all state laws, including the California Environmental Quality Act. 24. Agrees not to undertake any project having the potential to impact the EHP resources without the prior written approval of DHS /FEMA and Cal EMA including, but not limited to, ground disturbance, construction, modification to any structure, physical security enhancements, communications towers, any structure over 50 years old, and purchase and/or use of any sonar equipment. The subgrantee must comply with all conditions and restrictions placed on the project as a result of the EHP review. Any construction- related activities initiated without the necessary EHP review and approval wil l 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. 31 25. Agrees any construction activities that have been initiated prior ro the full env:rormtental and historic preservation review could result in non - compliance finding; Subgrantees must complete the FEMA EHP Screening Form (ONIB Number 1660- 01151FEbiA Form 024 -0 -01) and submit it, with all supporting documentation, to Cal EMA for review. The FRP Screening Form is part of an Information Bulletin available at: n• vnv. fema.¢, ov/ doc (L,osetnmenUgranUbullerinsfnfo329 final screenine memo.doc Grantees should submit the FEMA EHP Screening Form for each project as soon as possible upon receiving their grant award. 26. Will ensure that the facilities under its ownership, lease or supervision, which shall be utilized in the accomplishment of this project, are not on the Environmental Protection Agency's (EPAs) List of Violating Facilities, and will notify Cal EMA and FEMA of the receipt of any communication from the Director of the EPA Office of Federal Activities indicating €f a facility to be used in the project is under consideration for listing by the EPA. 27. Will provide any information requested by DHS?FEMA and /or Cal EYIA to ensure compliance wi *h 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 or: Floodplains (11988), Wetlands (11990), Environmental Justice (12898), and Environmental Quality (11514). 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) hnplementation 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: Califomia Code of Regulations (CCR), Title 14, Chapter Sections 15000 - 15007. g. Wild and Scenic Rivers Act of 1968 (16 U.S.C. §§ 127: et seq.) related to protecting components or potential components of the national wild and scenic rivers system. It. Applicable provisions of the Coastal Barrier Resources Act (P.L. 97 -348) dated October 19, 1982 (1 6 USC 3501 et seq.), which prohibits the expenditure of most new federal funds within the units of the Coastal Barrier Resources System. 28. Will comply with Standardized Emergency Management System (SEMS) requirements as stated in the California Emergency Services Act, Government Code, Chapter 7 of Division I of Title 2, Section 8607.1(e) and CCR Title 19, Sections 2445, 2446, 2447, and 2448. 29. Agrees that all publications created or published with funding under this grant shall prominently contain the following statement: "This doctanent was prepared under a grant from FEMA's Grant programs Directorate, US. Department ofAomeland 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 ofFEjVL4 s Grant Programs Directorate or the US Department of Homeland Security. " The recipient also agrees that, when practicable, any equipment purchased with grant funding shall be prominently 32 marked as follcws: "Purchased with funds provided by the U.S. Department of Homeland Security. " 30. Acknowledges that DI-IS/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 tc which a recipient or sub - recipient purchases ownership with federal support. 31. The recipient agrees to consul: with DHS /FEMA and Cal EMA regarding the allocation of any patent rights that arise from, or are purchased with, this funding. 31 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 'govetnmen. 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. 33. 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 19 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). 34. Will comply with provisions of the I latch 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. 35. 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. 36. Understands and agrees that the applicant, grantees, subgrantees, recipients, sub - recipients, employees of the applicant, grantees, subgrantees, recipients and subrccipients, may not: a. Engage in severe forms of trafficking in persons during the period of time that the award is in effect; b. Procure a commercial sex act during the period of time that the award is in effect; or c. Use forced labor in the performance of the award or subawards under the award. Applicant understands and agrees that Cal EMA and/or DHS/FEMA may unilaterally terminate any award, without penalty, if the subgrantee that is a private entity: d. Is determined to have violated a prohibition identified in paragraph 35, subsections a, b, or c; or e. Has an employee who is determined by the agency official authorized to terminate the award to have violated a prohibition in paragraph 35 subsection a, b, or c through conduct that is either: i. associated with performance under this award; or 33 ii. imputed to the authorized agent or subrecipient using the standards and due process for imputing the conduct of an individual to an organization provided in 2 CFR Part 180, "OMB Guidelines to .Agencies on Government wide Department and Suspension (Non- procurement)," as implemented by D14S /17EMA at 2 CFR, Part 3000. And further understands that subgrantees and subrecipients must: f. Inform Cal EMA immediately of any information received from any source alleging a violation of a prohibition in paragraph 35 subsection a, b, or c; g. FL•MA's right to terminate unilaterally as described in paragraph 35 implements section 106(,) of the Trafficking Victims Protection Act (TVPA) of 2000, as amended (22 USC 7104(8)). The right of FEN IA and Cal EMA to terminate this award unilaterally is in addition to all other remedies for noncompliance that are available under this award. h. For purposes of this tern: "Employee" means either: i, an individual employed by the subgrantee or subrecipient who is engaged in the performance or the project or program under this award; or ii. another person engaged in the performance of the project or program underthis award and not compensated by the subgrantee or subrecipient, including, but not limited to, a volunteer or individual whose services are contributed by a third party as an in -kind contribution toward cost sharing or matching requirements. ii. "Forced labor" means labor obtained by any of the following methods: the recruitment, harboring, transportation, provision, or obtaining of a person for labor or services, through the use of force, fraud, or coercion for the purpose of subjectiun to involuntary servitude, peonage, debt bondage or slavery. iii. "Private entity" means any entity other than a state, local eovemment Indian Tribe, or foreign public entity, as those terms are defined in 2 CFR 175.25, and includes non - profit organizations, including any non- profit institution of higher education, hospital, or tribal organization other than one included in the definition of Indian Tribe at 2 CFR 175.25(b), and for - profit organizations. iv. "Severe forms of trafficking in persons," "commercial sex net," and "coercion" have the meanings given at section 103 of the TVPA, as amended (22 USC 7102). 37. 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 warn blooded animals held for research, teaching, or other activities supported by this award of assistance. 38. Will comply with tre 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. 39. Agrees that "Classified national security information," as defined in Executive Order (EO) 12958, as amended, means information that has been determined pursuant to EO 12958 or any predecessor order to require protection against unauthorized disclosure and is marked to indicate its classified status when in documentary form. 40. Agrees that no funding under this award shall be used to support a contract, subaward, or other agreement for goods or services that will include access to classified national security information if the award recipient has not been approved for and has access to such information. 34 41. Agrees that where an award recipient, grantee, subrecipiem, or subgrantee has been approved for and has access to classified national security information, no funding under this award shall be used to support a contract, subaward, or otiter agreement for goods or services that will include access to classified national security information by the contractor, subawardec, or other entity without prior written approval from the DHS Office of Security, Industrial Security Program Branch (ISPB), or, an appropriate official within the federal department or agency with whom the classified effort will be performed. Such contracts, subawards, or other agreements shall be processed and administered in accordance with the DHS "Standard Operating Procedures, Classified Contracting by States and Local Entities," dated July 7, 2008: EOs 12829, 12958, 12968, as amended; the National Industrial Security Program Operating Manual (NISPOM); and /or other applicable implementing directives or instructions. All security requirement documents are located at: http:// www. dhs .gov /xopnbiz/grants/index.shtm. 42. Understands that immediately upon determination by the award recipient that funding under this award will be used to support such a contract, subaward, or other agreement, and prior to execution of any actions to Picilitate the acquisition of such a Contract, subaward, or other agreement, the award recipient shall contact ISPB, or the applicable federal department or agency, for approval and processing instructions. DHS Office of Security ISPB contact information: Telephone: 202 -447 -5346 E -mail: DD254AdministrativeSeewity (iidhs.gov Mail: Department of Homeland Security Office of the Chief Security Officer ATTN: ASD /Industrial Security Program Branch Washington, DC 20528 43. Agrees with the requirements regarding Data Universal Numbering System (DUNS) Number's, meaning if recipients are authorized to make subawards under this award, they must notify potential subrecipients that no entity (see definition in paragraph C of this award term) may receive or make a subaward to any entity unless the entity has provided its DUNS number. a. For puq)oses of this award term, the following definitions will apply: i. "Data Universal Numbering System (DUNS)" number means tie nine digit number established and assigned by Dun and Bradstreet, Inc. (D &B) to unique]), identify business- entities. A DUNS number may be obtained from. D &B by telephone (currently 866- 705 -5711) or the Internet (currently at Inttp :! /fedgov.dnb.com/webform). ii: "Entity", as it is used in this award term, means all of the following, as defined at 2 CFR part 25, subpart C, as a Governmental organization, which is a state, local government, or Indian Tribe; or a foreign public entity; or a domestic or foreign nonprofit organization; or a domestic or foreign for -profit organization; or a federal agency, but only as a sub - recipient wider an award or subaward to a non - federal entity. iii. "Subaward" means a legal instrument to provide support for the performance of any portion of the substantive project or program for which you received this award and that you as the recipient award to an eligible subrecipient. It does not include your procurement of property and services needed to carry out the project or program (for further explanation, see Sec. 210 of the attachment to OMB Circular A -133, "Audits of Sates, Local Governments, and lion -Profit Organizations ") and may be provided through any legal agreement, including an agreement that you consider a contract. iv. "Subrecipient" means an entity that receives a subaward from you tinder this award; and is accountable to you for the use of the federal funds provided by the subaward. 44. 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 Bours and Safety Standards Act (40 U.S.C. Sections 327- 333), regarding labor standards for federally - assisted construction sub - agreements. 45. 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 undersigned shall complete and submit Standard Fort 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. 46. Agrees that equipment acquired or obtained with grant funds: a. Will be made available pursuant to applicable terms of the California Disaster and Civil Defense Master Mutual Aid Agreement in consultation with representatives of the various fire, emergency medical, hazardous materials response services, and law enforcement agencies within the jurisdiction of the applicant, and deployed with personnel trained in the use of such equipment in a manner consistent with the California Law Enforcement Mutual Aid Plan or the California Fire Services and Rescue Mutual Aid Plan. b. Is consistent with needs as identified in the State Homeland Security Strategy and will be deployed in conformance with that Strategy. 47. Agrees that funds awarded under this grant will be used to supplement existing funds for program.activities, and will not supplant (replace) non - federal funds. 48. Will comply with all applicable federal statutes, regulations, policies, guidelines and requirements, including OMB Circulars A 102 and A -133, E.O. 12372 and the current Administrative Requirements, Cost Principles, and Audit Requirements. 49. 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 36 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). 50. Will comply with Subtitle A, Title II of the Americans with Disabilities Act (ADA) 1990. 51. Agrees to cooperate with any assessments, national evaluation efforts, or information or data collection requests, including, but not limited to, the provision ofany information required for the assessment or evaluation of any activities within this agreement. 52. Will comply with Federal Acquisition Regulations (FAR), part 31.2 Connect Cost Principles and Procedures, Contracts with Commercial Organizations. 53. Will comply with the friancial and administrative requirements set forth in the current edition of the DHS Financial Management Guide. 54. Agrees that all allocations and use of funds under this grant will be in accordance with the FY 201: Homeland Security Grant Program Guidance and Application Kit, and the California Supplement to the FY 2011 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 FY 2011 Homeland Security Grant Program application. Further, use of FY 2011 fiends is limited to those investments included in the California FY 2011 Investment Justifications submitted to DHS/FEMA and Cal EMA and evaluated through the peer review process. 55. Will not make any award or permit any award (subgrant or contract) to any party that is debarred or suspended or is otherwise excluded from or ineligible for participation in federal assistance programs under EOs 12549 and 12689, "Debarment and Suspension ". 56. As required by EO 12549, Debarment and Suspension, and implemented at 44 CFR Part 17, for prospective participants in primary covered transactions, the applicant certifies that it and its principals: a. 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. b. 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, thefr, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property. c. 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 (I)(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 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. 37 57. 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 ongoing 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 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 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 grad, the employee will: i. Abide by the terns of the statement; and ii. Notify the employer in writing of his or her conviction for a violation of a oriminal drug statute occurring in the workplace no later than five calendar days after such conviction. e. Notifying Cal EMA, in writing, within 10 calendar days after receiving notice under subparagraph (d)(ii) 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 Prognuns ATfN: Control Desk 633 Indiana Avenue, N.W. Washington, DC 20531 Noticc 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)(ii), with respect to any employee who is so convicted. i. 'faking 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 paragraph 57 subsections (a), (b), (c), (d), (e), and (f). 58. Will comply with all applicable requirements of all other federal and state laws, EOs, regulations, program and administrative requirements, policies and any other requirements governing this program. 59. Understands the reporting of subawards and executive compensation rules, including first tier subawards to Cal EMA. a. Applicability: unless you are exempt as provided in subsection (d) of this paragraph, subrecipient must report each action that obligates $25,000 or more in Federal funds that does not include Recovery funds (as defined in section 1512(a)(2) of Ore American Recovery and Reinvestment Act of 2009. b. Where and when to report: you must report each obligating action described in the following paragraphs to Cal EMA. For subaward information, report no later 38 than the end of the month following the month in which the obligation was made. (For example, if the obligation was made on November 7, 2011, the obligation must be reported by no later than December 31, 2011.) c. What to report: You must report the information about each obligating action that the submission instructions posted in Information Bulletin 350, to Cal EMA. d. Reporting Total Compensation of Recipient Executives: You must report total compensation for each of your five most highly compensated executives for the preceding completed fiscal year, if: i. The total federal funding authorized to date under this award is $25,000 or more; ii. In the preceding fiscal year, you received 80 percent or more of your annual gross revenues from federal procurement contracts (and subcontracts) and federal financial assistance subject to the Transparency Act, as defined at'-) CFR 170.320 (and subawards); and $25,000,000 or more in annual gross revenues from federal procurement contracts (and subcontracts) and federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and subawards); and iii. The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at http: / /www.sec.gov /answers /execomp.htm.) iv. Subrecipient Executives. Unless you are exempt as provided above, for each first -tier subrecipient under this award, you shall report the names and total compensation of each of the subrecipienfs five most highly compensated executives for the subrecipient's preceding completed fiscal year, if in the subrecipient's preceding fiscal year, the subrecipient received 80 percent or more of its annual gross revenues from federal procurement contracts (and subcontracts) and federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and subawards); and $25,000,000 or more in annual gross revenues from federal procurement contracts (and subcontracts), and federal financial assistance subject to the Transparency Act (and subawards); and the public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at http: / /www.see.gov /answers/execomp,htm.)You must report subrecipient executive total compensation to Cal EMA by the end of the month following the month during which you make the subaward. For example, if a subaward is obligated on any date during the month of October of a given year (i.e., between October 1 and 31), you must report any required compensation information of the subrecipient by November 30 of that year. 60. Exemptions to Paragraph 59 include: If, in the previous tax year, you had gross income, from all sources, under $300,000, you are exempt from the requirements to report on subawards, and the total compensation of the five most highly compensated executives of any subrecipient: a. Definitions associated with paragraph 59 include: i. "Executive" means officers, managing partners, or any other employees in management positions. 39 ii. " fetd compensation" means the cash and iioncash dollar value earned by the executive during the recipient's or subrecipient's preceding fiscal year and includes the following (for more information see 17 CPR 229.40.1(c)(2)): • Salary and bonus. • Awards of stock, stock options, and stock appreciation rights. Use the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance vviih the Statement of Financial Accounting Standards No. 123 (Revised 2004) (FAS 123R), Shared Based Payments. Earnings for services under non - equity incentive plans. This does not include group life, health, hospitalization or medical reimbursement plans that do not discriminate In favor of executives, and are available generally to all salaried employees. Change in pension value. ThIs is the change in present value of defined benefit and actuarial pension plans. Above- market earnings on deferred compensation which is not tax - qualified. • Other compensation, if the aggregate value of all such other compensation (e.g., severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property) for the executive exceeds $10,000. 61. 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 the above named applicant to enter into this agreement for and on behalf of the said applicant. Signature of Authorized Agent: Printed Name of Authorized Agent: Title: Date: M STATE OF CALIFORNIA } COUNTY OF ORANGE CITY OF NEWPORT BEACH } I, Leilani I. Brown, City Clerk of the City of Newport Beach, California, do hereby certify that the whole number of members of the City Council is seven; that the foregoing resolution, being Resolution No. 2012 -14 was duly and regularly introduced before and adopted by the City Council of said City at a regular meeting of said Council, duly and regularly held on the 14th day of February, 2012, and that the same was so passed and adopted by the following vote, to wit: Ayes: Hill, Rosansky, Curry, Selich, Henn, Daigle, Mayor Gardner Noes: None Absent: None IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the official seal of said City this 15th day of February, 2012. ` ow'/ City Clerk Newport Beach, California (Seal)