13-035 Agreement between the City and County of San Francisco for the Distribution of FY 2012 UASI Grant Funds ooO5'7 96k
AGREEMENT BETWEEN THE CITY AND COUNTY OF
SAN FRANCISCO AND THE CITY OF CUPERTINO
FOR THE DISTRIBUTION OIF FY 2012 UASI GRANT FUNDS
THIS AGREEMENT is made this DECEMBER 1, 2012 in the City and County of San Francisco,
State of California, by and between the CITY OF CUPERTINO ("CUPERTINO") and the CITY
AND COUNTY OF SAN FRANCISCO, a municipal corporation ("San Francisco" or"City"), in its
capacity as fiscal agent for the Approval Authority, as defined below, acting by and through the
San Francisco Department of Emergency Management ("DEM").
RECITALS
WHEREAS, The United States Department of Homeland Security ("DHS") consolidated the
separate San Jose, Oakland, and San Francisco Urban Areas into a combined Bay Area Urban
Area ("UASI Region") for the purpose of application for and allocation and distribution of federal
Urban Areas Security Initiative ("UASI") program grant funds; and
WHEREAS, The Bay Area Urban Area Approval Authority ("Approval Authority") was
established as the Urban Area Working Group ("UAWG") for the UASI Region, to provide overall
governance of the homeland security grant program across the UASI Region, to coordinate
development and implementation of all UASI program initiatives, and to ensure compliance with
all UASI program requirements; and
WHEREAS, The UASI General Manager is responsible for implementing and managing the
policy and program decisions of the Approval Authority, directing the work of the UASI
Management Team personnel, and performing other duties as determined and directed by the
Approval Authority, and
WHEREAS, San Francisco has been designated as the grantee for UASI funds granted by the
DHS through the California Emergency Management Agency ("CaIEMA") to the UASI Region,
with responsibility to establish procedures and execute subgrant agreements for the distribution
of UASI program grant funds to jurisdictions selected by the Approval Authority to receive grant
funding; and
WHEREAS, San Francisco has been designated to serve as the fiscal agent for the Approval
Authority, and to establish procedures and provide all financial services for distribution of UASI
program grant funds within the UASI Region; and
WHEREAS, Pursuant to grant allocation decisions by the Approval Authority, the UASI
Management Team has asked San Francisco to distribute a portion of the regional UASI grant
funds to CUPERTINO on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in
this Agreement and for other good and valuable consideration, the receipt and adequacy of
which is hereby acknowledged, the parties hereto agree as follows:
FY 12 UASI—CUPERTINO Page 1 of 21 December 1, 2012
ARTICLE 1
DEFINITIONS
1.1 Specific Terms. Unless the context requires otherwise, the following capitalized terms
(whether singular or plural) shall have the meanings set forth below:
(a) "ADA" shall mean the Americans with Disabilities Act (including all rules and
regulations there under) and all other applicable federal, state and local disability rights
legislation, as the same may be amended, modified or supplemented from time to time.
(b) "Authorized Expenditures" shall mean expenditures for those purposes
identified and budgeted in Appendix A, attached hereto and incorporated by reference as
though fully set forth herein.
(c) "Event of Default" shall have the meaning set forth in Section 7.1.
(d) "Fiscal Quarter" shall mean each period of three calendar months commencing
on July 1, October 1, January 1, and April 1, respectively.
(e) "Grant Funds" shall mean any and all funds allocated or disbursed to
CUPERTINO under this Agreement.
(f) "Grant Plan" shall mean the plans, performances, events, exhibitions,
acquisitions or other activities or matter, and the budget and requirements, described in
Appendix A. If CUPERTINO requests any modification to the Grant Plan, CUPERTINO shall
submit a written request to the UASI General Manager with the following information: Scope of
change requested, reason for change, proposed plan for change, summary of approved and
requested modifications to the Grant Plan, and any necessary approvals in support of change
(e.g., EHP).
(g) "Indemnified Parties" shall mean: (i) San Francisco, including all commissions,
departments including DEM, agencies, and other subdivisions of San Francisco; (ii) San
Francisco's elected officials, directors, officers, employees, agents, successors, and assigns;
and (iii) all persons or entities acting on behalf of the foregoing.
(h) "Losses" shall mean any and all liabilities, obligations, losses, damages,
penalties, claims, actions, suits, judgments, fees, expenses and costs of whatsoever kind and
nature (including legal fees and expenses and costs of investigation, of prosecuting or
defending any Loss described above) whether or not such Loss be founded or unfounded, of
whatsoever kind and nature.
(i) "Reimbursement Request" shall have the meaning set forth in Section 3.10(a).
1.2 Additional Terms. The terms "as directed," "as required" or"as permitted" and similar
terms shall refer to the direction, requirement, or permission of City. The terms "sufficient,"
"necessary" or"proper" and similar terms shall mean sufficient, necessary or proper in the sole
judgment of City. The terms "approval," "acceptable" or"satisfactory" or similar terms shall
mean approved by, or acceptable or satisfactory to, City. The terms "include," "included" or
"including" and similar terms shall be deemed to be followed by the words "without limitation."
The use of the term "subcontractor," "subgrantee," "successor" or"assign" herein refers only to
a subcontractor, subgrantee, successor or assign expressly permitted under Article 8.
FY 12 UASI—CUPERTINO Page 2 of 21 December 1, 2012
1.3 References to this Agreement. References to this Agreement include: (a) any and all
appendices, exhibits, schedules, and attachments hereto; (b) any and all statutes, ordinances,
regulations or other documents expressly incorporated by reference herein; and (c) any and all
amendments, modifications or supplements hereto made in accordance with Section 10.2.
References to articles, sections, subsections or appendices refer to articles, sections or
subsections of or appendices to this Agreement, unless otherwise expressly stated. Terms
such as "hereunder," "herein" or"hereto" refer to this Agreement as a whole.
1.4 Reference to laws. Any reference in this Agreement to a federal or state statute,
regulation, executive order, requirement, policy, guide, guideline, information bulletin, or
instruction shall mean that statute, regulation, executive order, requirement, policy, guide,
guideline, information bulletin, or instruction as is currently in effect and as may be amended,
modified or supplemented from time to time.
ARTICLE 2
ALLOCATION AND CERTIFICATION OF GRANT FUNDS;
LIMITATIONS ON SAN FRANCISCO'S OBLIGATIONS
2.1 Risk of Non-Allocation of Grant Funds. This Agreement is subject to all federal and
state grant requirements and guidelines, including DHS and CaIEMA requirements, guidelines,
information bulletins, and instructions, the decision-making of the CaIEMA and the Approval
Authority, the terms and conditions of the grant award; the approved application, and to the
extent applicable the budget and fiscal provisions of the San Francisco Charter. The Approval
Authority shall have no obligation to allocate or direct disbursement of funds for this Agreement
in lieu of allocations for new or other agreements. CUPERTINO acknowledges and agrees that
grant decisions are subject to the discretion of the CaIEMA and Approval Authority. Further,
CUPERTINO acknowledges and agrees that i:he City shall have no obligation to disburse grant
funds to CUPERTINO until City and CUPERTINO have fully and finally executed this
Agreement. CUPERTINO acknowledges and agrees that if it takes any action, informal or
formal, to appropriate, encumber or expend Grant Funds before final allocation decisions by
CaIEMA and the Approval Authority, and before this Agreement is fully and finally executed, it
assumes all risk of possible non-allocation or non-reimbursement of funds, and such
acknowledgement and agreement is part of the consideration of this Agreement.
2.2 Certification of Controller; Guaranteed Maximum Costs. No funds shall be available
under this Agreement until prior written authorization certified by the San Francisco Controller.
In addition, as set forth in Section 21.19 of the San Francisco Administrative Code:
(a) San Francisco's obligations hereunder shall not at any time exceed the amount
approved in the grant award and/or by the Approval Authority, and certified by the Controller for
the purpose and period stated in such certification.
(b) Except as may be provided by San Francisco ordinances governing emergency
conditions, San Francisco and its employees and officers, and the UASI Management Team
and its personnel, are not authorized to request CUPERTINO to perform services or to provide
materials, equipment and supplies that would result in CUPERTINO performing services or
providing materials, equipment and supplies that are beyond the scope of the services,
materials, equipment and supplies specified in this Agreement, unless this Agreement is
amended in writing and approved as required by law to authorize the additional services,
materials, equipment or supplies. San Francisco is not required to pay CUPERTINO for
services, materials, equipment or supplies that are provided by CUPERTINO that are beyond
the scope of the services, materials, equipment and supplies agreed upon herein and which
FY 12 UASI —CUPERTINO Page 3 of 21 December 1, 2012
were not approved by a written amendment to this Agreement having been lawfully executed by
San Francisco.
(c) San Francisco and its employees and officers, and the UASI Management Team
and its personnel, are not authorized to offer or promise to CUPERTINO additional funding for
this Agreement that would exceed the maximum amount of funding provided for herein.
Additional funding for this Agreement in excess of the maximum provided herein shall require
lawful approval and certification by the Controller. San Francisco is not required to honor any
offered or promised additional funding that exceeds the maximum provided in this Agreement
that requires lawful approval and certification of the Controller when the lawful approval and
certification by the Controller has not been obtained.
(d) The Controller is not authorized to make payments on any agreement for which
funds have not been certified as available in the budget or by supplemental appropriation.
2.3 SUPERSEDURE OF CONFLICTING PROVISIONS. IN THE EVENT OF ANY
CONFLICT BETWEEN ANY OF THE PROVISIONS OF THIS ARTICLE 2 AND ANY OTHER
PROVISION OF THIS AGREEMENT, THE APPLICATION DOCUMENTS OR ANY OTHER
DOCUMENT OR COMMUNICATION RELATING TO THIS AGREEMENT, THE TERMS OF
THIS ARTICLE 2 SHALL GOVERN.
ARTICLE 3
PERFORMANCE OF THE AGREEMENT
3.1 Duration of Term. The term of this Agreement shall commence on DECEMBER 1,
2012 and shall end at 11:59 p.m. San Francisco time on JANUARY 31, 2014.
3.2 Maximum Amount of Funds. In no event shall the amount of Grant Funds disbursed
hereunder exceed ONE HUNDRED THOUSAND DOLLARS ($100,000). The City will not
automatically transfer Grant Funds to CUPERTINO upon execution of this Agreement.
CUPERTINO must submit a Reimbursement Request under Section 3.10 of this Agreement,
approved by the UASI Management Team and City, before the City will disburse Grant Funds to
CUPERTINO.
3.3 Use of Funds.
(a) General Requirements. CUPERTINO shall use the Grant Funds received under
this Agreement for the purposes and in the amounts set forth in the Grant Plan. CUPERTINO
shall not use or expend Grant Funds for any other purpose, including but not limited to, for
matching funds for other federal grants/cooperative agreements, lobbying or intervention in
federal regulatory or adjudicatory proceedings, or to sue the federal government or any other
government entity. CUPERTINO shall not permit any federal employee to receive Grant Funds.
(b) Modification of Grant Plan. Under Sections 1.1(f) and 10.2 of this Agreement,
CUPERTINO may submit a written request to modify the Grant Plan. CUPERTINO shall not
appropriate, encumber or expend any additional or reallocated Grant Funds pursuant to such a
request for modification until (1) the General Manager or designee has provided written
approval for the request and (2) the parties have finally executed a modification of this
Agreement under Section 10.2, to reflect the modified Grant Plan. In addition, if the modification
request requires approval from the Approval Authority and/or CaIEMA, as determined by the
General Manager, CUPERTINO shall not appropriate, encumber or expend any additional or
FY 12 UASI—CUPERTINO Page 4 of 21 December 1, 2012
reallocated Grant Funds pursuant to the modification request without approval from the
Approval Authority and/or CaIEMA.
(c) No Supplanting. CUPERTINO shall use Grant Funds to supplement existing
funds, and not replace (supplant)funds that have been appropriated for the same purpose.
(d) Obligations. CUPERTINO must expend Grant Funds in a timely manner
consistent with the grant milestones, guidance and assurances; and make satisfactory progress
toward the goals, objectives, milestones and deliverables in this Agreement.
3.4 Grant Assurances; Other Requirements; Cooperation with Monitoring.
(a) CUPERTINO shall comply with all Grant Assurances included in Appendix B,
attached hereto and incorporated by reference as though fully set forth herein. CUPERTINO
shall require all subgrantees, contractors and other entities receiving Grant Funds through or
from CUPERTINO to execute a copy of the Grant Assurances, and shall ensure that they
comply with those Grant Assurances.
(b) In addition to complying with all Grant Assurances, CUPERTINO shall comply
with all applicable statutes, regulations, executive orders, requirements, policies, guides,
guidelines, information bulletins, CaIEMA grant management memos, and instructions; the
terms and conditions of the grant award; the approved application, and any conditions imposed
by CaIEMA or the Approval Authority. CUPERTINO shall require and ensure that all
subgrantees, contractors and other entities receiving Grant Funds through or from CUPERTINO
comply with all applicable statutes, regulations, executive orders, requirements, policies, guides,
guidelines, information bulletins, CaIEMA grant management memos, and instructions; the
terms and conditions of the grant award; the approved application, and any conditions imposed
by CaIEMA or the Approval Authority.
(c) CUPERTINO shall promptly comply with all standards, specifications and formats
of San Francisco and the UASI Management Team, as they may from time to time exist, related
to evaluation, planning and monitoring of the Grant Plan and compliance with this Agreement.
CUPERTINO shall cooperate in good faith with San Francisco and the UASI Management
Team in any evaluation, inspection, planning or monitoring activities conducted or authorized by
DHS, CaIEMA, San Francisco or the UASI Management Team. For ensuring compliance with
non-supplanting requirements, upon request by City or the UASI Management Team,
CUPERTINO shall supply documentation certifying that a reduction of non-federal resources
occurred for reasons other than the receipt or expected receipt of Grant Funds.
3.5 Administrative, Programmatic and Financial Management Requirements.
CUPERTINO shall establish and maintain administrative, programmatic and financial
management systems and records in accordance with federal and State of California
requirements. This provision requires, at a minimum, that CUPERTINO comply with the
following non-exclusive list of regulations commonly applicable to DHS grants, as applicable to
this Agreement and the Grant Plan:
(a) Administrative Requirements:
1. 44 CFR Part 13, Uniform Administrative Requirements for Grants and
Cooperative Agreements to State and Local Governments; and
2. 2 CFR Part 215, Uniform Administrative Requirements for Grants and
Agreements with Institutions of Higher Education, Hospitals, and Other Non-
Profit Organizations(formerly OMB Circular A-110).
FY 12 UASI —CUPERTINO Page 5 of 21 December 1, 2012
(b) Cost Principles:
1. 2 CFR Part 225, Cost Principles for State, Local, and Indian Tribal
Governments(formerly OMB Circular A-87);
2. 2 CFR Part 220, Cost Principles for Educational Institutions(formerly OMB
Circular A-21);
3. 2 CFR Part 230, Cost Principles for Non-Profit Organizations(formerly OMB
Circular A-122); and
4. Federal Acquisition Regulai:ions (FAR), Part 31.2 Contract Principles and
Procedures, Contracts with Commercial Organizations.
(c) Audit Requirements:
1. OMB Circular A-133, Audits of States, Local Governments, and Non-Profit
Organizations.
3.6 Technology Requirements.
(a) National Information Exchange Model ("NIEM"). CUPERTINO shall use the
latest NIEM specifications and guidelines regarding the use of Extensible Markup Language
("XML")for all awards of Grant Funds.
(b) Geospatial Guidance. CUPERTINO is encouraged to use Geospatial
technologies, which can capture, store, analyze, transmit and/or display location-based
information (i.e., information linked to a latitude and longitude), and to align any geospacial
activities with the guidance available on the Federal Emergency Management Agency ("FEMA")
website.
(c) Criminal Intelligence Systems Operating Policies. Any information technology
system funded or supported by Grant Funds shall comply with 28 CFR Part 23, Criminal
Intelligence Systems Operating Policies, if applicable.
(d) CUPERTINO is encouraged to use the DHS guidance in Best Practices for
Government Use of CCTV:: Implementing the Fair Information Practice Principles, if Grant
Funds are used to purchase or install closed circuit television (CCTV) systems or to support
operational CCTV systems.
3.7 Procurement Requirements.
(a) General Requirements. CUPERTINO shall follow its own procurement
requirements as long as those requirements comply with all applicable federal and State of
California statutes, regulations, requirements, policies, guides, guidelines and instructions.
(b) Specific Purchases. If CUPERTINO is using Grant Funds to purchase
interoperable communication equipment, CUPERTINO shall consult DHS's SAFECOM's
coordinated grant guidance, which outlines standards and equipment information to enhance
interoperable communication. If CUPERTINO is using Grant Funds to acquire critical
emergency supplies, prior to expending any Grant Funds, CUPERTINO shall submit to the
UASI Management Team for approval by CaIEMA a viable inventory management plan, an
effective distribution strategy, sustainment costs for such an effort, and logistics expertise to
avoid situations where funds are wasted because supplies are rendered ineffective due to lack
of planning.
FY 12 UASI—CUPERTINO Page 6 of 21 December 1, 2012
(c) Bond requirement. CUPERTINO shall obtain a performance bond for any
equipment items over$250,000 or any vehicle, aircraft or watercraft financed with Grant Funds.
3.8 Subqrantee and Contractor Requirements.
(a) CUPERTINO shall ensure and independently verify that any subgrantee,
contractor or other entity receiving Grant Funds through or from CUPERTINO is not debarred,
suspended, or otherwise excluded from or ineligible for participation in federal assistance
programs, under Executive Orders 12549 and 12689, as implemented at 44 CFR Part 17.
CUPERTINO shall obtain documentation of eligibility before disbursing Grant Funds to any
subgrantee, contractor or other entity. CUPERTINO shall maintain documentary proof of this
verification in its files. CUPERTINO shall establish procedures for the effective use of the
"Excluded Parties List System," to assure that it does not provide Grant Funds to excluded
parties. CUPERTINO shall also establish procedures to provide for effective use and/or
dissemination of the list to assure that its grantees and subgrantees, including contractors, at
any tier do not make awards in violation of the non-procurement debarment and suspension
common rule.
(b) CUPERTINO shall ensure that any subgrantee, contractor or other entity
receiving Grant Funds through or from CUPERTINO complies with the requirements of 44 CFR
Part 18, New Restrictions on Lobbying; and
(c) CUPERTINO shall ensure that any subgrantee, contractor or other entity
receiving Grant Funds through or from CUPERTINO complies with the requirements of 44 CFR
Part 17, Government-wide Requirements for a Drug-Free Workplace (Grants).
3.9 Monitoring Grant Performance.
(a) City and the UASI Management Team are both authorized to perform periodic
monitoring reviews of CUPERTINO's performance under this Agreement, to ensure that the
Grant Plan goals, objectives, performance requirements, timelines, milestone completion,
budgets and other criteria are being met. Programmatic monitoring may include the Regional
Federal Preparedness Coordinators, or other federal or state personnel, when appropriate.
Monitoring may involve a combination of desk-based reviews and on-site monitoring visits,
inspection of records, and verifications of grant activities. These reviews will involve a review
and analysis of the financial, programmatic, performance and administrative issues relative to
each program and will identify areas where technical assistance and other support may be
needed. The reviews may include, but are not limited to:
1. Evaluating eligibility of expenditures;
2. Comparing actual grant activities to those approved by the Approval Authority
and specified in the Grant Plan;
3. Ensuring that any advances have been deposited in an interest bearing
account and disbursed in accordance with applicable guidelines; and
4. Confirming compliance with: Grant Assurances; information provided on
performance reports and payment requests; and needs and threat
assessments and strategies.
(b) CUPERTINO is responsible for monitoring and auditing the grant activities of any
subgrantee, contractor or other entity receiving Grant Funds through or from CUPERTINO. This
requirement includes but is not limited to mandatory on-site verification visits.
FY 12 UASI—CUPERTINO Page 7 of 21 December 1, 2012
(c) If after any monitoring review, the DHS or CaIEMA makes findings that require a
Corrective Action Plan by CUPERTINO, the City shall place a hold on all Reimbursement
Requests from CUPERTINO until the findings are resolved.
3.10 Disbursement Procedures. San Francisco shall disburse Grant Funds to CUPERTINO
as follows:
(a) CUPERTINO shall submit to the UASI Management Team, in the manner
specified for notices pursuant to Article 9, a document("Reimbursement Request") substantially
in the form attached as Appendix C, attached hereto and incorporated by reference as though
fully set forth herein. The UASI Management Team shall serve as the primary contact for
CUPERTINO regarding any Reimbursement Request.
(b) The UASI Management Team will review all Reimbursement Requests for
compliance with this Agreement and all applicable guidelines and requirements. The UASI
Management Team will return to CUPERTINO any Reimbursement Request that is submitted
and not approved by the UASI Management Team, with a brief statement of the reason for the
rejection of the Reimbursement Request.
(c) The UASI Management Team will submit any Reimbursement Request that is
approved by the UASI Management Team to DEM. City through DEM shall review the
Reimbursement Request for compliance with this Agreement and all applicable guidelines and
requirements. City shall return to the UASI Management Team any Reimbursement Request
that is not approved by City, with a brief explanation of the reason for the rejection of the
Reimbursement Request.
(d) If a rejection relates only to a portion of the expenditures itemized in any
Reimbursement Request, City shall have no obligation to disburse any Grant Funds for any
other expenditures itemized in such Reimbursement Request unless and until CUPERTINO
submits a Reimbursement Request that is in all respects acceptable to the UASI Management
Team and to City.
(e) For Reimbursement Requests approved by both the UASI Management Team
and City, City shall disburse Grant Funds by check payable to CUPERTINO, sent via U.S. mail
in accordance with Article 9, unless City otherwise agrees in writing, in its sole discretion. City
shall make disbursements of Grant Funds no more than once during each month.
(f) If CUPERTINO is not in compliance with any provision of this Agreement, City
may withhold disbursement of Grant Funds until CUPERTINO has taken corrective action and
currently complies with all terms and conditions of the Agreement.
3.11 Disallowance. CUPERTINO agrees that if it claims or receives reimbursement from
City for an expenditure that is later disallowed by the State of California or the federal
government, CUPERTINO shall promptly refund the disallowed amount to City upon City's
written request. At its option, City may offset all or any portion of the disallowed amount against
any other payment due to CUPERTINO hereunder or under any other Agreement with
CUPERTINO. Any such offset with respect tc a portion of the disallowed amount shall not
release CUPERTINO from CUPERTINO's obligation hereunder to refund the remainder of the
disallowed amount.
3.12 Sustainability. Grant Funded programs that contain continuing personnel and operating
expenses, over and above planning and implementation costs, must be sustained once the
FY 12 UASI—CUPERTINO Pace 8 of 21 December 1, 2012
Grant Funding ends. If Equipment is purchased with grant funds the equipment must be
sustained through the useful life of equipment. By executing this Agreement, CUPERTINO
acknowledges its responsibility and agrees to sustain continuing programs beyond the Grant
Funding period. CUPERTINO acknowledges and agrees that this sustainability requirement is a
material term of the Agreement.
3.13 EHP Requirements.
(a) Grant Funded projects must comply with the federal Environmental and Historic
Preservation ("EHP") program. CUPERTINO shall not initiate any project with the potential to
impact environmental or historic properties or resources until CaIEMA and FEMA have
completed EHP reviews and approved the project. Examples of projects that may impact EHP
resources include: communications towers, physical security enhancements, new construction,
and modifications to buildings, structures and objects that are 50 years old or greater.
CUPERTINO shall notify the UASI Management Team of any project that may require an EHP
review. CUPERTINO agrees to provide detailed project information to FEMA, CaIEMA and/or
the UASI Management Team, to cooperate fully in the review, and to prepare any documents
requested for the review. CUPERTINO shall comply with all conditions placed on the project as
the result of the EHP review, and implement any treatment or mitigation measures deemed
necessary to address potential adverse impacts. With prior approval of the UASI Management
Team, CUPERTINO may use Grant Funds toward the costs of preparing documents and/or
implementing treatment or mitigation measures. Any change to the approved project scope of
work will require re-evaluation for compliance with EHP requirements. If ground disturbing
activities occur during project implementation, CUPERTINO shall notify the UASI Management
Team and ensure monitoring of ground disturbance. If any potential archeological resources
are discovered, CUPERTINO shall immediately cease construction in that area and notify the
UASI Management Team, which will notify the appropriate State Historic Preservation Office. If
CUPERTINO is using Grant Funds for a communication tower project, CUPERTINO shall
complete its Federal Communication Commission ("FCC") EHP process before preparing its
CaIEMA/FEMA EHP materials, and shall include the FCC EHP materials in the CaIEMA/FEMA
submission.
(b) Any construction or other project that CUPERTINO initiates without the
necessary EHP review and approval will not be eligible for reimbursement. Failure of
CUPERTINO to meet federal, State, and local EHP requirements, obtain applicable permits, or
comply with any conditions that may be placed on the project as the result of FEMA's and/or
CaIEMA's EHP review will result in the denial of Reimbursement Requests.
3.14 National Energy Conservation Policy and Energy Policy Acts. CUPERTINO shall
comply with the following requirements:
(a) Grant Funds may not be used in contravention of the Federal buildings
performance and reporting requirements of Executive Order 13123, part 3 of Title V of the
National Energy Conservation Policy Act (42 USC §8251 et seq.), or Subtitle A of Title I of the
Energy Policy Act of 2005; and
(b) Grant Funds may not be used in contravention of Section 303 of the Energy
Policy Act of 1992 (42 USC §13212).
3.15 Royalty-Free License. CUPERTINO understands and agrees that FEMA reserves a
royalty-free, non-exclusive and irrevocable license to reproduce, publish or otherwise use, and
FY 12 UASI—CUPERTINO Page 9 of 21 December 1, 2012
authorize others to use, for federal government purposes: (a) the copyright in any work
developed using Grant Funds; and (b) any rights of copyright that CUPERTINO purchases or
acquires using Grant Funds. CUPERTINO shall consult with the UASI Management Team and
FEMA regarding the allocation of any patent rights that arise from, or are purchased with, Grant
Funds.
3.16 Publication Statements. CUPERTINO shall ensure that all publications created or
developed under this Agreement prominently contain the following statement: "This document
was prepared under a grant from the Federal Emergency Management Agencies Grant
Programs Directorate (FEMA/GPD) within the US Department of Homeland Security. Points of
view or opinions expressed in this document are those of the authors and do not necessarily
represent the official position or policies of FEMA/GPD or the US Department of Homeland
Security."
ARTICLE 4
REPORTING REQUIREMENTS; AUDITS
4.1 Regular Reports. CUPERTINO shall provide, in a prompt and timely manner, financial,
operational and other reports, as requested by the UASI Management Team or by City, in form
and substance satisfactory to the UASI Management Team or City. Such reports, including any
copies, shall be submitted on recycled paper and printed on double-sided pages, to the
maximum extent possible.
4.2 Notification of Defaults or Changes in Circumstances. CUPERTINO shall notify the
UASI Management Team and City immediately of(a) any Event of Default or event that, with
the passage of time, would constitute an Event of Default; (b)any change of circumstances that
would cause any of the representations or warranties contained in Article 5 to be false or
misleading at any time during the term of this Agreement; and (c) any change of circumstances
or events that would cause CUPERTINO to be out of compliance with the Grant Assurances in
Appendix B.
4.3 Books and Records. CUPERTINO shall establish and maintain accurate files and
records of all aspects of the Grant Plan and the matters funded in whole or in part with Grant
Funds. Without limiting the scope of the foregoing, CUPERTINO shall establish and maintain
accurate financial books and accounting records relating to Authorized Expenditures and to
Grant Funds received and expended under this Agreement, together with all invoices,
documents, payrolls, time records and other data related to the matters covered by this
Agreement, whether funded in whole or in part with Grant Funds. CUPERTINO shall maintain
all of the files, records, books, invoices, documents, payrolls and other data required to be
maintained under this Section in a readily accessible location and condition for a period of not
less than five (5) years after expiration of this Agreement or until any final audit by CaIEMA has
been fully completed, whichever is later.
4.4 Inspection and Audit. CUPERTINO shall make available to the UASI Management
Team and to City, and to UASI Management Team and City employees and authorized
representatives, during regular business hours, all of the files, records, books, invoices,
documents, payrolls and other data required to be established and maintained by CUPERTINO
under Section 4.3, and allow access and the right to examine those items. CUPERTINO shall
permit the UASI Management Team and City, and UASI Management Team and City
employees and authorized representatives, to inspect, audit, examine and make excerpts and
transcripts from any of the foregoing. The rights of the UASI Management Team and City
pursuant to this Section shall remain in effect:so long as CUPERTINO has the obligation to
FY 12 UASI—CUPERTINO Page 10 of 21 December 1, 2012
maintain such files, records, books, invoices, documents, payrolls and other data under this
Article 4. The DHS, the Comptroller General of the United States or designee, and CaIEMA
shall have the same inspection and audit rights as the City and UASI Management Team.
CUPERTINO shall cooperate with any federal or state audit.
4.5 Audit Report. If the amount specified in Section 3.2 of this agreement is $500,000 or
more, CUPERTINO shall submit an organization-wide financial and compliance audit report.
The audit must be performed in accordance with GAO's Government Auditing Standards, and
OMB Circular A-133, Audits of States, Local Governments and Non-Profit Organizations.
CUPERTINO shall submit its audit report to the UASI Management Team no later than six
months after the end of CUPERTINO's fiscal year.
ARTICLE 5
REPRESENTATIONS AND WARRANTIES
CUPERTINO represents and warrants each of the following as of the date of this Agreement
and at all times throughout the term of this Agreement:
5.1 No Misstatements. No document furnished or to be furnished by CUPERTINO to the
UASI Management Team or to City in connection with this Agreement, any Reimbursement
Request or any other document relating to any of the foregoing, contains or will contain any
untrue statement of material fact or omits or will omit a material fact necessary to make the
statements contained therein not misleading, under the circumstances under which any such
statement shall have been made.
5.2 Eligibility to Receive Federal Funds.. By executing this Agreement, CUPERTINO
certifies that it is eligible to receive federal funds, and specifically certifies as follows:
(a) CUPERTINO is not suspended, debarred or otherwise excluded from
participation in federal assistance programs, as required by Executive Order 12549 and 12689,
"Debarment and Suspension" and implemented at 44 CFR Part 17.
(b) CUPERTINO complies with 31 U.S.C. §1352, Limitation on use of appropriated
funds to influence federal contracting and financial transactions, as implemented at 44 CFR Part
18 and 6 CFR Part 9.
(c) CUPERTINO complies with the Drug-Free Workplace Act of 1988, as amended,
41 U.S.C. §701 et seq., as implemented in 44 CFR Part 17, and will continue to provide a drug-
free workplace as required under that Act and implementing regulations.
(d) CUPERTINO is not delinquent in the repayment of any federal debt. See OMB
Circular A-129.
CUPERTINO acknowledges that these certifications of eligibility to receive federal funds are
material terms of the Agreement.
5.3 NIMS Compliance. To be eligible to receive Grant Funds, CUPERTINO must meet
National Incident Management System ("NIMS") compliance requirements, and report full NIMS
compliance via the National Incident Management System Capability Assessment Support Tool
("NIMSCAST"). By executing this Agreement, CUPERTINO certifies that it is in full NIMS
compliance, and that it has reported that compliance via the NIMSCAST. CUPERTINO shall
FY 12 UASI—CUPERTINO Page 11 of 21 December 1, 2012
provide documentation of its NIMS compliance to the UASI Management Team. CUPERTINO
acknowledges that this certification is a material term of the Agreement.
ARTICLE 6
INDEMNIFICATION AND GENERAL LIABILITY
6.1 Indemnification. CUPERTINO shall indemnify, protect, defend and hold harmless each
of the Indemnified Parties from and against any and all Losses arising from, in connection with
or caused by CUPERTINO's performance of this Agreement, including, but not limited to, the
following: (a) a material breach of this Agreement by CUPERTINO; (b) a material breach of any
representation or warranty of CUPERTINO contained in this Agreement; (c) any personal injury
or death caused, directly or indirectly, by any act or omission of CUPERTINO or its employees,
subgrantees or agents; (d) any loss of or damage to property caused, directly or indirectly, by
any act or omission of CUPERTINO or its employees, subgrantees or agents; (e) the use,
misuse or failure of any equipment or facility used by CUPERTINO, or by any of its employees,
subgrantees or agents, regardless of whether such equipment or facility is furnished, rented or
loaned to CUPERTINO by an Indemnified Party; (f) any tax, fee, assessment or other charge for
which CUPERTINO is responsible under Section 10.4; or(g) any infringement of patent rights,
copyright, trade secret or any other proprietary right or trademark of any person or entity in
consequence of the use by any Indemnified Party of any goods or services furnished by
CUPERTINO or its employees, subgrantees or agents to such Indemnified Party in connection
with this Agreement. The foregoing indemnity shall include, without limitation, reasonable fees
of attorneys, consultants and experts and related costs and San Francisco's costs of
investigating any claims against San Francisco.
6.2 Duty to Defend; Notice of Loss. CUPERTINO acknowledges and agrees that its
obligation to defend the Indemnified Parties under Section 6.1: (a) is an immediate obligation,
independent of its other obligations hereunder; (b) applies to any Loss which actually or
potentially falls within the scope of Section 6.1, regardless of whether the allegations asserted in
connection with such Loss are or may be groundless, false or fraudulent; and (c) arises at the
time the Loss is tendered to CUPERTINO by i:he Indemnified Party and continues at all times
thereafter. The Indemnified Party shall give CUPERTINO prompt notice of any Loss under
Section 6.1 and CUPERTINO shall have the right to defend, settle and compromise any such
Loss; provided, however, that the Indemnified Party shall have the right to retain its own counsel
at the expense of CUPERTINO if representation of such Indemnified Party by the counsel
retained by CUPERTINO would be inappropriate due to conflicts of interest between such
Indemnified Party and CUPERTINO. An Indemnified Party's failure to notify CUPERTINO
promptly of any Loss shall not relieve CUPERTINO of any liability to such Indemnified Party
pursuant to Section 6.1, unless such failure materially impairs CUPERTINO's ability to defend
such Loss. CUPERTINO shall seek the Indemnified Party's prior written consent to settle or
compromise any Loss if CUPERTINO contends that such Indemnified Party shares in liability
with respect thereto.
6.3 Incidental and Consequential Damages. Losses covered under this Article 6 shall
include any and all incidental and consequential damages resulting in whole or in part from
CUPERTINO's acts or omissions. Nothing in this Agreement shall constitute a waiver or
limitation of any rights that any Indemnified Party may have under applicable law with respect to
such damages.
6.4 LIMITATION ON LIABILITY OF SAN FRANCISCO. CITY'S OBLIGATIONS UNDER
THIS AGREEMENT SHALL BE LIMITED TO THE AGGREGATE AMOUNT OF GRANT FUNDS
ACTUALLY DISBURSED HEREUNDER. NOTWITHSTANDING ANY OTHER PROVISION
FY 12 UASI—CUPERTINO Page 12 of 21 December 1, 2012
CONTAINED IN THIS AGREEMENT OR ANY OTHER DOCUMENT OR COMMUNICATION
RELATING TO THIS AGREEMENT, IN NO EVENT SHALL CITY BE LIABLE, REGARDLESS
OF WHETHER ANY CLAIM IS BASED ON CONTRACT OR TORT, FOR ANY SPECIAL,
CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, INCLUDING LOST PROFITS,
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE GRANT FUNDS,
THE GRANT PLAN OR ANY ACTIVITIES PERFORMED IN CONNECTION WITH THIS
AGREEMENT.
ARTICLE 7
EVENTS OF DEFAULT AND REMEDIES; TERMINATION FOR CONVENIENCE
7.1 Events of Default. The occurrence of any one or more of the following events shall
constitute an "Event of Default" under this Agreement:
(a) False Statement. Any statement, representation, certification or warranty
contained in this Agreement, in any Reimbursement Request, or in any other document
submitted to the UASI Management Team or to City under this Agreement is found by the UASI
Management Team or by City to be false or misleading.
(b) Failure to Perform Other Covenants. CUPERTINO fails to perform or
breaches any provision or covenant of this Agreement to be performed or observed by
CUPERTINO as and when performance or observance is due and such failure or breach
continues for a period of ten (10) days after the date on which such performance or observance
is due.
(c) Failure to Comply with Applicable Laws. CUPERTINO fails to perform or
breaches any of the terms or provisions of Article 12.
(d) Voluntary Insolvency. CUPERTINO(i) is generally not paying its debts as they
become due, (ii)files, or consents by answer or otherwise to the filing against it of, a petition for
relief or reorganization or arrangement or any other petition in bankruptcy or for liquidation or to
take advantage of any bankruptcy, insolvency or other debtors' relief law of any jurisdiction,
(iii) makes an assignment for the benefit of its creditors, (iv) consents to the appointment of a
custodian, receiver, trustee or other officer with similar powers of CUPERTINO or of any
substantial part of CUPERTINO's property or (v) takes action for the purpose of any of the
foregoing.
(e) Involuntary Insolvency. Without consent by CUPERTINO, a court or
government authority enters an order, and such order is not vacated within ten (10)
days, (i) appointing a custodian, receiver, trustee or other officer with similar powers with
respect to CUPERTINO or with respect to any substantial part of CUPERTINO's property,
(ii) constituting an order for relief or approving a petition for relief or reorganization or
arrangement or any other petition in bankruptcy or for liquidation or to take advantage of any
bankruptcy, insolvency or other debtors' relief law of any jurisdiction or(iii) ordering the
dissolution, winding-up or liquidation of CUPERTINO.
7.2 Remedies upon Event of Default. Upon and during the continuance of an Event of
Default, City may do any of the following, individually or in combination with any other remedy:
(a) Termination. City may terminate this Agreement by giving a written termination
notice to CUPERTINO and, on the date specified in such notice, this Agreement shall terminate
and all rights of CUPERTINO hereunder shall be extinguished. In the event of such termination,
FY 12 UASI—CUPERTINO Page 13 of 21 December 1, 2012
City will pay CUPERTINO for Authorized Expenditures in any Reimbursement Request that was
submitted and approved by the UASI Management Team and by City prior to the date of
termination specified in such notice.
(b) Withholding of Grant Funds. City may withhold all or any portion of Grant
Funds not yet disbursed hereunder, regardless of whether CUPERTINO has previously
submitted a Reimbursement Request or whether the UASI Management Team and/or City has
approved the disbursement of the Grant Funds requested in any Reimbursement Request. Any
Grant Funds withheld pursuant to this Section and subsequently disbursed to CUPERTINO after
cure of applicable Events of Default shall be disbursed without interest.
(c) Return of Grant Funds. City may demand the immediate return of any
previously disbursed Grant Funds that have been claimed or expended by CUPERTINO in
breach of the terms of this Agreement, together with interest thereon from the date of
disbursement at the maximum rate permitted under applicable law.
7.3 Termination for Convenience.
(a) City shall have the option, in its sole discretion, to terminate this Agreement, at
any time during the term hereof, for convenience and without cause. City shall exercise this
option by giving CUPERTINO written notice of termination. The notice shall specify the date on
which termination shall become effective.
(b) Upon receipt of the notice, CUPERTINO shall commence and perform, with
diligence, all actions necessary on the part of CUPERTINO to effect the termination of this
Agreement on the date specified by City and to minimize the liability of CUPERTINO and City to
third parties as a result of termination. All such actions shall be subject to the prior approval of
the UASI Management Team.
(c) Within 30 days after the specified termination date, CUPERTINO shall submit to
the UASI Management Team an invoice for all Authorized Expenses incurred through the
termination date. For Authorized Expenses incurred after receipt of the notice of termination,
City will only reimburse CUPERTINO if the Authorized Expenses received prior approval from
the UASI Management Team as specified in subparagraph (b).
(d) In no event shall City be liable for costs incurred by CUPERTINO or any of its
contractors or subgrantees after the termination date specified by City.
(e) City's payment obligation under this Section shall survive termination of this
Agreement.
7.4 Remedies Nonexclusive. Each of the remedies provided for in this Agreement may be
exercised individually or in combination with any other remedy available hereunder or under
applicable laws, rules and regulations. The remedies contained herein are in addition to all
other remedies available to City at law or in equity by statute or otherwise and the exercise of
any such remedy shall not preclude or in any way be deemed to waive any other remedy.
ARTICLE 8
ASSIGNMENTS
8.1 No Assignment by CUPERTINO. CUPERTINO shall not, either directly or indirectly,
assign, transfer, hypothecate, subcontract or delegate all or any portion of this Agreement or
FY 12 UASI—CUPERTINO Page 14 of 21 December 1, 2012
any rights, duties or obligations of CUPERTINO hereunder without the prior written consent of
the UASI Management Team; provided, however, that any contractor or subgrantee specifically
referenced in Appendix A shall not require the consent of Management Team. This Agreement
shall not, nor shall any interest herein, be assignable as to the interest of CUPERTINO
involuntarily or by operation of law without the prior written consent of City. A change of
ownership or control of CUPERTINO or a sale or transfer of substantially all of the assets of
CUPERTINO shall be deemed an assignment for purposes of this Agreement.
8.2 Agreement Made in Violation of this Article. Any agreement made in violation of
Section 8.1 shall confer no rights on any person or entity and shall automatically be null and
void.
8.3 CUPERTINO Retains Responsibility. CUPERTINO shall in all events remain liable for
the performance by any subgrantee contractor, or assignee of all of the covenants, terms and
conditions in this Agreement.
ARTICLE 9
NOTICES AND OTHER COMMUNICATIONS
9.1 Requirements. Unless otherwise specifically provided herein, all notices, consents,
directions, approvals, instructions, requests and other communications hereunder shall be in
writing, shall be addressed to the person and address set forth below and shall be (a) deposited
in the U.S. mail, first class, certified with return receipt requested and with appropriate postage,
(b) hand delivered or(c) sent via facsimile (if a facsimile number is provided below):
If to San Francisco:
San Francisco Department of Emergency Management
1011 Turk Street
San Francisco, CA 94102
Attn: Anne Kronenberg, Executive Director
Facsimile No.: (415) 558-3864
If to the UASI Management Team:
UASI Management Team
711 Van Ness Avenue, Suite #420
San Francisco, CA 94102
Attn: Catherine Spaulding, Assistant General Manager
Facsimile No.: (415) 353-5247
If to CUPERTINO:
City of Cupertino
10300Torre Avenue
Cupertino, CA 95014
Attn: Carol Atwood, Director of Admin Services
Facsimile No.: (408) 777-3109
9.2 Effective Date. All communications sent in accordance with Section 9.1 shall become
effective on the date of receipt. Such date of receipt shall be determined by: (a) if mailed, the
return receipt, completed by the U.S. postal service; (b) if sent via hand delivery, a receipt
FY 12 UASI—CUPERTINO Page 15 of 21 December 1, 2012
executed by a duly authorized agent of the party to whom the notice was sent; or(c) if sent via
facsimile, the date of telephonic confirmation of receipt by a duly authorized agent of the party to
whom the notice was sent or, if such confirmation is not reasonably practicable, the date
indicated in the facsimile machine transmission report of the party giving such notice.
9.3 Change of Address. From time to time any party hereto may designate a new address
or recipient for notice for purposes of this Article 9 by written notice to the other party and the
UASI Management Team.
ARTICLE 10
MISCELLANEOUS
10.1 No Waiver. No waiver by San Francisco of any default or breach of this Agreement
shall be implied from any failure by the UASI Management Team or San Francisco to take
action on account of such default if such default persists or is repeated. No express waiver by
San Francisco shall affect any default other than the default specified in the waiver and shall be
operative only for the time and to the extent therein stated. Waivers by San Francisco of any
covenant, term or condition contained herein shall not be construed as a waiver of any
subsequent breach of the same covenant, term or condition. The consent or approval by the
UASI Management Team or San Francisco of any action requiring further consent or approval
shall not be deemed to waive or render unnecessary the consent or approval to or of any
subsequent similar act.
10.2 Modification. This Agreement may not be modified, nor may compliance with any of its
terms be waived, except by written instrument executed and approved in the same manner as
this Agreement; provided, however, that the General Manager or designee may establish
alternate procedures for modification of the Appendix A and the Grant Plan.
10.3 Governing Law; Venue. The formation, interpretation and performance of this
Agreement shall be governed by the laws of the State of California, without regard to its conflict
of laws principles. Venue for all litigation relative to the formation, interpretation and
performance of this Agreement shall be in Sari Francisco.
10.4 CUPERTINO to Pay All Taxes. CUPERTINO shall pay to the appropriate governmental
authority, as and when due, any and all taxes, fees, assessments or other governmental
charges, including possessory interest taxes and California sales and use taxes, levied upon or
in connection with this Agreement, the Grant Plan, the Grant Funds or any of the activities
contemplated by this Agreement.
10.5 Headings. All article and section headings and captions contained in this Agreement
are for reference only and shall not be considered in construing this Agreement.
10.6 Entire Agreement. This Agreement sets forth the entire Agreement between the
parties, and supersedes all other oral or written provisions. The following Appendices are
attached to and a part of this Agreement:
• Appendix A, Authorized Expenditures
• Appendix B, Grant Assurances
• Appendix C, Form of Funding Request
10.7 Certified Resolution of Signatory Authority. Upon request of San Francisco,
CUPERTINO shall deliver to San Francisco a copy of the corporate resolution(s) authorizing the
FY 12 UASI—CUPERTINO Page 16 of 21 December 1, 2012
execution, delivery and performance of this Agreement, certified as true, accurate and complete
by the appropriate authorized representative of CUPERTINO.
10.8 Severability. Should the application of any provision of this Agreement to any particular
facts or circumstances be found by a court of competent jurisdiction to be invalid or
unenforceable, then (a) the validity of other provisions of this Agreement shall not be affected or
impaired thereby, and (b) such provision shall be enforced to the maximum extent possible so
as to effect the intent of the parties and shall be reformed without further action by the parties to
the extent necessary to make such provision valid and enforceable.
10.9 Successors; No Third-Party Beneficiaries. Subject to the terms of Article 8, the terms
of this Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their
successors and assigns. Nothing in this Agreement, whether express or implied, shall be
construed to give any person or entity (other than the parties hereto and their respective
successors and assigns and, in the case of Article 6, the Indemnified Parties) any legal or
equitable right, remedy or claim under or in respect of this Agreement or any covenants,
conditions or provisions contained herein.
10.10 Survival of Terms. The obligations of CUPERTINO and the terms of the following
provisions of this Agreement shall survive and continue following expiration or termination of this
Agreement: Sections 4.3 and 4.4, Article 6, this Article 10, and the Grant Assurances of
Appendix B.
10.11 Further Assurances. From and after the date of this Agreement, CUPERTINO agrees
to do such things, perform such acts, and make, execute, acknowledge and deliver such
documents as may be reasonably necessary or proper and usual to complete the transactions
contemplated by this Agreement and to carry out the purpose of this Agreement in accordance
with this Agreement.
10.12 Disclosure of Subawards and Executive Compensation. Pursuant to the Federal
Funding Accountability and Transparency Act(FFATA) (P.L. 109-282) as amended by Section
6202(a) of the Government Funding Transparency Act of 2008 (P.L. 110-252), full disclosure to
the public of entities or organizations receiving federal funds is now required. As defined by the
Office of Management and Budget(OMB), all new Federal awards of$25,000 or more as of
October 1, 2010, are subject to FFATA reporting requirements. The Transparency Act definition
of"Federal awards" includes not only prime awards for grantees, cooperators, and contractors,
but also awards to sub-recipients. If applicable, the COUNTY OF CUPERTINO must provide
the following information on COUNTY OF CUPERTINO letterhead within 30 days of receipt of
this Agreement.
1. Subawards greater than $25,000:
a) Name of entity receiving award;
b)Amount of award;
c) Funding agency;
d)The Catalog of Federal Domestic Assistance program number;
e) Award title (descriptive of the purpose of the funding action);
f) Location of the entity and primary location of performance including city, state, and
Congressional district;
g) Dun & Bradstreet(D&B) DUNS Number of the entity, and its parent if applicable;
and,
FY 12 UASI —CUPERTINO Page 17 of 21 December 1, 2012
h) Total compensation and names of top five executives (same thresholds as for
prime recipients).
2. The Total compensation and names of the top five executives if:
a) 80% or more of annual gross revenues are from Federal awards (contracts, sub-
contracts and Federal financial assistance), and $25,000,000 or more in annual
gross revenues from Federal awards; and,
b) Compensation information is not already available through reporting to the
Securities and Exchange Commission.
ARTICLE 11
INSURANCE
11.1 Types and Amounts of Coverage. Without limiting CUPERTINO's liability pursuant to
Article 6 of this Agreement, CUPERTINO shall maintain in force, during the full term of the
Agreement, insurance in the following amounts and coverages:
(a) Workers' Compensation, in statutory amounts, with Employers' Liability
Limits not less than $1,000,000 each accident, injury, or illness; and
(b) Commercial General Liability Insurance with limits not less than $1,000,000
each occurrence Combined Single Limit for Bodily Injury and Property Damage, including
Contractual Liability, Personal Injury, Products and Completed Operations; and
(c) Commercial Automobile Liability Insurance with limits not less than
$1,000,000 each occurrence Combined Single Limit for Bodily Injury and Property Damage,
including Owned, Non-Owned and Hired auto coverage, as applicable.
11.2 Additional Requirements for General and Automobile Coverage. Commercial General
Liability and Commercial Automobile Liability Insurance policies must be endorsed to provide:
(a) Name as Additional Insured the City and County of San Francisco, its
Officers, Agents, and Employees.
(b) That such policies are primary insurance to any other insurance available to
the Additional Insureds, with respect to any claims arising out of this Agreement, and that
insurance applies separately to each insured against whom claim is made or suit is brought.
11.3 Additional Requirements Regarding Workers' Compensation. Regarding Workers'
Compensation, CUPERTINO hereby agrees to waive subrogation which any insurer of
CUPERTINO may acquire from CUPERTINO by virtue of the payment of any loss. CUPERTINO
agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation.
The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the
City for all work performed by the CUPERTINO, its employees, agents and subcontractors.
11.4 Additional Requirements for All Polities. All policies shall provide thirty days' advance
written notice to the City of reduction or nonrenewal of coverages or cancellation of coverages for
any reason. Notices shall be sent to the City address in Article 9, Notices and Other
Communications.
FY 12 UASI—CUPERTINO Page 18 of 21 December 1, 2012
11.5 Required Post-Expiration Coverage., Should any of the required insurance be provided
under a claims-made form, CUPERTINO shall maintain such coverage continuously throughout
the term of this Agreement and, without lapse, for a period of three years beyond the expiration of
this Agreement, to the effect that, should occurrences during the Agreement term give rise to
claims made after expiration of the Agreement, such claims shall be covered by such claims-
made policies.
11.6 General Annual Aggregate Limit/Inclusion of Claims Investigation or Legal Defense
Costs. Should any of the required insurance be provided under a form of coverage that includes
a general annual aggregate limit or provides that claims investigation or legal defense costs be
included in such general annual aggregate limit, such general annual aggregate limit shall be
double the occurrence or claims limits specified above.
11.7 Lapse in Insurance. Should any required insurance lapse during the term of this
Agreement, requests for reimbursement originating after such lapse may not be processed, in the
City's sole discretion, until the City receives satisfactory evidence of reinstated coverage as
required by this Agreement, effective as of the lapse date. If insurance is not reinstated, the City
may, at its sole option, terminate this Agreement effective on the date of such lapse of insurance.
11.8 Evidence of Insurance. Before commencing any operations or expending any Grant
Funds under this Agreement, CUPERTINO shall furnish to City certificates of insurance and
additional insured policy endorsements with insurers with ratings comparable to A-, VIII or higher,
that are authorized to do business in the State of California, and that are satisfactory to City, in
form evidencing all coverages set forth above, Failure to maintain insurance shall constitute a
material breach of this Agreement.
11.9 Effect of Approval. Approval of the insurance by City shall not relieve or decrease the
liability of CUPERTINO hereunder.
11.10 Insurance for Subcontractors and Evidence of this Insurance. If a subcontractor or
subgrantee will be used to complete any portion of this Agreement, CUPERTINO shall ensure that
the subcontractor or subgrantee shall provide all necessary insurance and shall name the City
and County of San Francisco, its officers, agents and employees and the CUPERTINO as
additional insureds.
11.11 Authority to Self-Insure. Nothing in this Agreement shall preclude CUPERTINO from
self-insuring all or part of the insurance requirement in this Article. However, CUPERTINO shall
provide proof of self-insurance, in a form acceptable to San Francisco, in the amounts of each line
of self-insurance.
ARTICLE 12
COMPLIANCE
12.1 Nondiscrimination. In the performance of this Agreement, CUPERTINO agrees not to
discriminate against any employee, San Francisco employee working with CUPERTINO or any
subgrantee of CUPERTINO, applicant for employment with CUPERTINO or subgrantee of
CUPERTINO, or against any person seeking accommodations, advantages, facilities, privileges,
services, or membership in all business, social, or other establishments or organizations, on the
basis of the fact or perception of a person's race, color, creed, religion, national origin, ancestry,
age, height, weight, sex, sexual orientation, gender identity, domestic partner status, marital
status, disability or Acquired Immune Deficiency Syndrome or HIV status (AIDS/HIV status), or
FY 12 UASI—CUPERTINO Page 19 of 21 December 1, 2012
association with members of such protected classes, or in retaliation for opposition to
discrimination against such classes.
12.2 Conflict of Interest. Through its execution of this Agreement, CUPERTINO
acknowledges that it is familiar with the provisions of Section 87100 et seq. and Section 1090 et
seq. of the Government Code of the State of California, and certifies that it does not know of any
facts which constitutes a violation of said provisions and agrees that it will immediately notify
City if it becomes aware of any such fact during the term of this Agreement.
12.3 Compliance with ADA. CUPERTINO acknowledges that, pursuant to the ADA,
programs, services and other activities provided by a public entity to the public, whether directly
or through a grantee or contractor, must be accessible to the disabled public. CUPERTINO
shall not discriminate against any person protected under the ADA in connection with all or any
portion of the Grant Plan and shall comply at all times with the provisions of the ADA.
12.4 Prohibition on Political Activity with City Funds. In accordance with San Francisco
Administrative Code Chapter 12.G, CUPERTINO may not participate in, support, or attempt to
influence any political campaign for a candidai:e or for a ballot measure (collectively, "Political
Activity") in the performance of the services provided under this Agreement. CUPERTINO
agrees to comply with San Francisco Administrative Code Chapter 12.G and any implementing
rules and regulations promulgated by San Francisco's Controller. The terms and provisions of
Chapter 12.G are incorporated herein by this reference. In the event Contractor violates the
provisions of this section, San Francisco may, in addition to any other rights or remedies
available hereunder, (i)terminate this Agreement, and (ii) prohibit CUPERTINO from bidding on
or receiving any new City contract for a period of two (2) years. The Controller will not consider
CUPERTINO's use of profit as a violation of this section.
12.5 Submitting False Claims; Monetary Penalties. Pursuant to San Francisco
Administrative Code §21.35, any contractor, subcontractor or consultant who submits a false
claim shall be liable to the City for the statutory penalties set forth in that section. The text of
Section 21.35, along with the entire San Francisco Administrative Code is available on the web
at http://www.municode.com/Library/clientCodePage.aspx?clientlD=4201. A contractor,
subcontractor or consultant will be deemed to have submitted a false claim to the City if the
contractor, subcontractor or consultant: (a) knowingly presents or causes to be presented to an
officer or employee of the City a false claim or request for payment or approval; (b) knowingly
makes, uses, or causes to be made or used a false record or statement to get a false claim paid
or approved by the City; (c) conspires to defraud the City by getting a false claim allowed or
paid by the City; (d) knowingly makes, uses, or causes to be made or used a false record or
statement to conceal, avoid, or decrease an obligation to pay or transmit money or property to
the City; or (e) is a beneficiary of an inadvertent submission of a false claim to the City,
subsequently discovers the falsity of the claim, and fails to disclose the false claim to the City
within a reasonable time after discovery of the false claim.
FY 12 UASI—CUPERTINO Page 20 of 21 December 1, 2012
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed
as of the date first specified herein.
CITY AND COUNTY OF SAN FRANCISCO: CITY OF CUPERTINO:
SAN FRANCISCO DEPARTMENT OF
EMERGENCY MANAGEMENT
By: . By:
ANNE KRONENBERG CAROL ATWOOD
EXECUTIVE DIRECTOR DIRECTOR OF ADMIN SERVICES
Federal Tax ID #: 94-6027368
Approved as to Form:
Dennis J. Herrera
City Attorney
Thomas O,wen
Deputy City Attorney
FY 12 UASI—CUPERTINO Page 21 of 21 December 1, 2012
Appendix A—Authorized Expenditures and Timelines
ENTITY: CUPERTINO
Total allocation to be spent on the following solution areas:
Projected
UASI Milestone Dates
Project (to be
Letter and Solution completed on or Deliverabl
Title Area Program Descri•tion about e Dates Amount
Database enhancement for existing
database (Metrics).
AEL#: 04AP-07-INVN
CUPERTINO must inventory, type,
organize and track all equipment
purchased in order to facilitate the
dispatch, deployment, and recovery of
resources before, during, and after an
incident.
Reimbursement for equipment
purchases require:
Project D • An approved EHP memo, if
Enhance applicable.
E e
nhanc • A performance bond is required for Development:
CBRNE
any equipment item that exceeds 04/30/13
Detection, $250,000, or for any vehicle, aircraft, Not to
Response Equipment or watercraft. Enhancements: 11/30/2013 Exceed:
and • As allowable under Federal 11/30/2013 $100,000
Decontamin
guidelines, procurement of equipment
ation g Maintenance:
Capabilities must follow local policies and 11/30/2013
procedures for competitive
purchasing (provided they are not in
conflict with Federal regulations
which supersede them). If sole
source approval is needed,
CUPERTINO must:transmit the
request to the UASI for request to the
State.
• Prior to reimbursement, CUPERTINO
must submit all invoices, AEL
numbers, and a list of all equipment
ID numbers and the deployed
locations.
• Final deadline for submittal of claims
is 1/3/2014. There will be NO
EXTENSIONS.
NOT TO
TOTAL ALLOCATION EXCEED:
$100,000
FY 12 UASI—CUPERTINO A-1 December 1, 2012
• All requests for reimbursements must be submitted by January 3, 2014 unless an
earlier deadline is set in this Appendix. There will be NO EXTENSIONS. CUPERTINO
should submit reimbursement requests on a quarterly basis, as applicable.
• Authorized expenditures must fall into one of the following categories: Planning,
Organization, Equipment, Training, or Exercises. Descriptions of authorized
expenditures are in the following documents:
• FY 2012 Homeland Security Grant Program, Guidance and Application Kit dated May,
2012 http://www.fema.gov/fy-2012-homeland-security-qrant-program
• California Supplement to Federal Program Guidance and Application Kit:
http://www.calema.ca.qov/EMS-HS-HazMat/Paqes/Homeland-Security-Grant-Proqram-
Documents.aspx
• Authorized Equipment List: www.rkb.us
• Office of Justice Programs Financial and Administrative Guide for Grants:
http://www.olp.usdoi.qov/financialquide/
• Cal EMA Rules and Regulations, including the Recipient Handbook:
http://www.calema.ca.qov/GrantsMonil.orinq/Pages/Rules%20and%20Requlations.aspx
• Any equipment purchased under this Agreement must match the UASI 2012 Grant
Application Workbook. Any modification to the inventory list in that Workbook must
receive prior written approval from by the Bay Area UASI Program Manager.
• No Management and Administration expenses are allowed, unless expressly
identified and authorized in this Appendix.
• Sustainability requirements may apply to some or all of the grant funded projects or
programs authorized in this Appendix. See Agreement, ¶113.12.
• All EHP documentation must be submitted and approved prior to any expenditure of
funds requiring EHP submission.
FY 12 UASI—CUPERTINO A-2 December 1, 2012
Appendix B-- Grant Assurances
Name of Jurisdiction: City of CUPERTINO
Name of Authorized Agent: Carol Atwood, Director of Admin Services
Address: 10300 Torre Avenue
City: Cupertino State: CA Zip Code: 95014
Telephone Number: (408) 777-3220
Fax Number: (408) 777-3109
E-Mail Address: Carola a(�cupertino.orq
As the duly authorized representative of CUPERTINO, I certify that the CUPERTINO:
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, California Emergency Management Agency(Cal EMA).
3. Will assure that grant funds are used for allowable, fair, and reasonable costs only and will
not be transferred between grant programs (for example: State Homeland Security
Program, Urban Area Security Initiative, Citizen Corps Program, and Metropolitan Medical
Response System) or fiscal years.
4. Will comply with any cost sharing commitments included in the FY2012 Investment
Justifications submitted to DHS/FEMA/Cal EMA, where applicable.
5. Will give the Federal government, the General Accounting Office, the Comptroller General
of the United States, the State of California, the Office of Inspector General, through any
authorized representative, access to, and the right to examine, all paper or electronic
records, books, or documents related to the award; and will establish a proper accounting
system in accordance with generally accepted accounting standards and/or awarding
agency directives.
6. Agrees that funds utilized to establish or enhance State and Local fusion centers must
support the development of a statewide fusion process that corresponds with the Global
Justice/Homeland Security Advisory Council (HSAC) Fusion Center Guidelines, follow the
Federal and State approved privacy policies, and achieve (at a minimum) baseline level of
capability as defined by the Fusion Capability Planning Tool.
FY 12 UASI—CUPERTINO B-1 December 1, 2012
Initials: /�`�°��
7. Will provide progress reports, and other such information as may be required by the
awarding agency, including the Initial Strategy Implementation Plan (ISIP)within 45 (forty-
five) days of the award, and update via the Grant Reporting Tool (GRT)twice each year.
8. Will initiate and complete the work within the applicable time frame after receipt of
approval from Cal EMA.
9. Will maintain procedures to minimize the time elapsing between the award of funds and
the disbursement of funds.
10. Will comply with all provisions of DHS/FEMA's codified regulation 44, Part 13, Uniform
Administrative Requirements for Grants and Cooperative Agreements to State and Local
Governments, including the payment of interest earned on advances.
11. Will comply with all provisions of 48 CFR, 31.2, Federal Acquisition Regulations (FAR),
Contracts with Commercial Organizations.
12. Will establish safeguards to prohibit employees from using their positions for a purpose
that constitutes, or presents the appearance of, personal or organizational conflict of
interest, or personal gain for themselves or others, particularly those with whom they have
family, business, or other ties.
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/Cal
EMA.
14. Agrees that, to the extent contractors or subcontractors are utilized, will use small,
minority-owned, women-owned, or disadvantaged business concerns and contractors or
subcontractors to the extent practicable.
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 with all Federal and State Statues relating to Civil Rights and
Nondiscrimination. These include, but are not limited to:
a. Title VI of the Civil Rights Act of 1964 (P.L. 88-352), as amended, which prohibits
discrimination on the basis of race, color or national origin.
b. Title IX of the Education Amendments of 1972, as amended (20 U.S.C. §§ 1681-
1683 and 1685-1686), which prohibits discrimination on the basis of gender.
c. Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), which
prohibits discrimination on the basis of handicaps.
d. The Age Discrimination Act of 1975, as amended (42 U.S.C. §§6101-6107), which
prohibits discrimination on the basis of age.
FY 12 UASI—CUPERTINO B-2 December 1, 2012
Initials: C,��
e. The Drug Abuse Office and Treatment Act of 1972 (P.L. 92-255), as amended,
relating to nondiscrimination on the basis of drug abuse.
f. The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and
Rehabilitation Act of 1970 (P.L. 91.616), as amended, relating to nondiscrimination
on the basis of alcohol abuse or alcoholism.
g. §§ 523 and 527 of the Public Health Service Act of 1912 (42 U.S.C. 290 dd-3 and
290 ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient
records.
h. Title VIII of the Civil Rights Act of 1968 (42 U.S.C. § 3601 et seq.), as amended,
relating to nondiscrimination in the sale, rental or financing of housing.
i. Title 44 Code of Federal Regulations (CFR) Parts 7, 16, and 19 relating to
nondiscrimination.
j. The requirements on any other nondiscrimination provisions in the specific statute(s)
under which the application for Federal assistance is being made.
k. Will, in the event that a Federal or State court or Federal or State administrative
agency makes a finding of discrimination after a due process hearing on the grounds
or race, color, religion, national origin, gender, or disability against a recipient of
funds, the recipient will forward a copy of the finding to the Office of Civil Rights,
Office of Justice Programs.
I. Will provide an Equal Employment Opportunity Plan, if applicable, to the Department
of Justice Office of Civil Rights within 60 days of grant award.
m. Will comply, and assure the compliance of all its subgrantees and contractors, with
the nondiscrimination requirements and all other provisions of the current edition of
the Office of Justice Programs Financial and Administrative Guide for Grants,
M7100.1.
18. 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.
19. Will comply, if applicable, with the flood insurance purchase requirements of Section
102(a)of the Flood Disaster Protection Act of 1973 (P.L. 93-234)which requires recipients
in a special flood hazard area to participate in the program and to purchase flood
insurance if the total cost of insurable construction and acquisition is ten thousand dollars
($10,000) or more.
20. Will comply with all applicable Federal, State, and Local environmental and historical
preservation (EHP) requirements. Failure to meet Federal, State, and Local EHP
requirements and obtain applicable permits may jeopardize Federal funding. Will comply
with all conditions placed on any project as the result of the EHP review; any change to
the scope of work of a project will require reevaluation of compliance with these EHP
requirements.
FY 12 UASI —CUPERTINO B-3 December 1, 2012
Initials: 0 .
21. Will comply with all provisions of DHS/FEMA's codified regulation 44, Part 10,
Environmental Considerations.
22. Agrees not to undertake any project having the potential to impact the EHP resources
without the prior written approval of DHS/FEMA/CaI 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 will result in a
noncompliance finding, and may not be eligible for reimbursement with DHS/FEMA/Cal
EMA funding. Any change to the scope of work will require re-evaluation of compliance
with the EHP. If ground-disturbing activities occur during the project implementation, the
subgrantee must ensure monitoring of the disturbance. If any potential archeological
resources are discovered, the subgrantee will immediately cease activity in that area and
notify DHS/FEMA/CaI EMA and the appropriate State Historic Preservation Office.
23. Any construction activities that have been initiated prior to the full environmental and
historic preservation review could result in non-compliance finding. grantees must
complete the FEMA EHP Screening Form (OMB Number 1660-0115/FEMA Form 024-0-
01) and submit it, with all supporting documentation, to the GPD EHP team at
GPDEHPinfo @fema.dhs.gov for review.
24. Grantees should submit the FEMA EHP Screening Form for each project as soon as
possible upon receiving their grant award. The Screening From for these types of projects
is available at:
www.fema.gov/doc/government/grant/bulletins/info329 final_screening_memo.doc
25. Will ensure that the facilities under its ownership, lease or supervision, which shall be
utilized in the accomplishment of this project, are not on the Environmental Protection
Agency's (EPAs) List of Violating Facilities, and will notify Cal EMA and the Federal
Grantor agency of the receipt of any communication from the Director of the EPA Office of
Federal Activities indicating if a facility to be used in the project is under consideration for
listing by the EPA.
26. Will provide any information requested by DHS/FEMA/Cal EMA to ensure compliance with
applicable laws, including the following:
a. Institution of environmental quality control measures under the Archaeological and
Historic Preservation Act, Endangered Species Act, and Executive Orders on
Floodplains (11988), and Environmental Justice (E012898)and Environmental
Quality(E011514).
b. Notification of violating facilities pursuant to EO 11738.
c. Assurance of project consistency with the approved state management program
developed under the Coastal Zone Management Act of 1972 (16 U.S.C. §§ 1451 et
seq.).
d. Conformity of Federal actions to State (Clean Air) Implementation Plans under
Section 176(c) of the Clean Air Act of 1955, as amended (42 U.S.C. § 7401 et seq.).
FY 12 UASI —CUPERTINO B-4 December 1, 2012
Initials: � �
e. Protection of underground sources of drinking water under the Safe Drinking Water
Act of 1974, as amended, (P.L. 93--523).
f. California Environmental Quality Act(CEQA). California Public Resources Code
Sections 21080-21098. California Code of Regulations, Title 14, Chapter 3 Section
15000-15007.
g. Wild and Scenic Rivers Act of 1968 (16 U.S.C. §§ 1271 et.seq.) related to protecting
components or potential components of the national wild and scenic rivers system.
h. Applicable provisions of the Coastal Barrier Resources Act(P.L. 97-348) dated
October 19, 1982 (16 USC 3501 et seq.)which prohibits the expenditure of most
new Federal funds within the units of the Coastal Barrier Resources System.
27. Will comply with Standardized Emergency Management System (SEMS) requirements as
stated in the California Emergency Services Act, Government Code, Chapter 7 of Division
1 of Title 2, Section 8607.1(e) and CCR Title 19, Sections 2445, 2446, 2447, and 2448.
28. Agrees that all publications created or published with funding under this grant shall
prominently contain the following statement: "This document was prepared under a grant
from FEMA's Grant Programs Directorate, U.S. Department of Homeland Security. Points
of view or opinions expressed in this document are those of the authors and do not
necessarily represent the official position or policies of FEMA's Grant Programs
Directorate or the U.S. Department of Homeland Security."The recipient also agrees that,
when practicable, any equipment purchased with grant funding shall be prominently
marked as follows: "Purchased with funds provided by the U.S. Department of Homeland
Security."
29. Acknowledges that DHS/FEMA reserves a royalty-free, nonexclusive, and irrevocable
license to reproduce, publish, or otherwise use, and authorize others to use, for Federal
government purposes: a) the copyright in any work developed under an award or sub-
award; and b) any rights of copyright to which a recipient or sub-recipient purchases
ownership with Federal support.
30. The recipient agrees to consult with DHS/FEMA/Cal EMA regarding the allocation of any
patent rights that arise from, or are purchased with, this funding and has requested
through the State of California, Federal financial assistance to be used to perform eligible
work approved in the submitted application for Federal assistance and after the receipt of
Federal financial assistance, through the State of California, agrees to the following:
a. Promptly return to the State of California all the funds received which exceed the
approved, actual expenditures as accepted by the Federal or State government.
b. In the event the approved amount of the grant is reduced, the reimbursement
applicable to the amount of the reduction will be promptly refunded to the State of
California.
c. Property/equipment purchased under the HSGP reverts to Cal EMA if the grant
funds are deobligated/disallowed and/or not promptly repaid.
d. HSGP funds used for the improvement of real property must be promptly repaid
following deobligation/disallowment of costs or Cal EMA reserves the right to place a
lien on the property for the amount owed.
FY 12 UASI —CUPERTINO B-5 December 1, 2012
Initials: (O/L
e. Separately account for interest earned on grant funds, and will return all interest
earned, in excess of$100 per Federal Fiscal Year.
31. Will comply with the Intergovernmental Personnel Act of 1970 (42 U.S C. Sections 4728-
4763) relating to prescribed standards for merit systems for programs funded under one of
the nineteen statutes or regulations specified in Appendix A of OPM's Standards for a
Merit System of Personnel Administration (5 C.F.R. 900, Subpart F).
32. Will comply with provisions of the Hatch Act (5 U.S.C. Sections 1501-1508 and 7324-
7328)which limit the political activities of employees whose principal employment activities
are funded in whole or in part with Federal funds.
33. Will comply, if applicable, with the Laboratory Animal Welfare Act of 1966 (P. L. 89-544, as
amended, 7 U.S.C. 2131 et seq.) pertaining to the care, handling, and treatment of warm
blooded animals held for research, teaching, or other activities supported by this award of
assistance.
34. Will comply with the minimum wage and maximum hour provisions of the Federal Fair
Labor Standards Act(29 U.S.C. 201), as they apply to employees of institutions of higher
education, hospitals, and other non-profit organizations.
35. 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.. 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.
36. Agrees that where an award recipient 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 other agreement for goods or services that will include access to
classified national security information by the contractor, subawardee, 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.qov/xopnbiz/grants/index.shtm
37. 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 facilitate 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.
FY 12 UASI —CUPERTINO B-6 December 1, 2012
Initials: lam'
DHS Office of Security ISPB contact information:
Telephone: 202-447-5346
Email: DD254AdministrativeSecurity @dhs.00v
Mail: Department of Homeland Security
Office of the Chief Security Officer
ATTN: ASD/Industrial Security Program Branch
Washington, D.C. 20528
38. Agrees with the requirements regarding Data Universal Numbering System (DUNS)
Numbers, meaning if recipients are authorized to make subawards under this award, they
must notify potential sub-recipients 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. For purposes of this award term, the following definitions will apply:
a. "Data Universal Numbering System (DUNS)" number means the nine digit number
established and assigned by Dun and Bradstreet, Inc. (D&B) to uniquely identify
business entities. A DUNS number may be obtained from D&B by telephone
(currently 866-705-5711) or the Internet, currently at http://fedgov.dnb.com/webform
b. "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 under an award or subaward to a non-Federal
entity.
c. "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 sub-recipient. It does not include your
procurement of property and services needed to carry out the project or program (for
further explanation, see Sec. 210 cf the attachment to OMB Circular A-133, "Audits
of States, Local Governments, and Non-Profit Organizations") and may be provided
through any legal agreement, including an agreement that you consider a contract.
d. "Sub-recipient" means an entity that receives a subaward from you under this award;
and is accountable to you for the use of the Federal funds provided by the subaward.
39. Will comply, as applicable, with the provisions of the Davis-Bacon Act (40 U.S.C. Section
276a to 276a-7), the Copeland Act (40 U.S.C. Section 276c and 18 U.S.C. Sections 874),
and the Contract Work Hours and Safety Standards Act (40 U.S.C. Sections 327-333),
regarding labor standards for Federally-assisted construction sub-agreements.
40. 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.
FY 12 UASI—CUPERTINO B-7 December 1, 2012
Initials: -
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 Form LLL,
"Disclosure of Lobbying Activities," in accordance with its instructions.
c. The undersigned shall require that the language of this certification be included in the
award documents for all sub awards at all tiers including subgrants, contracts under
grants and cooperative agreements, and subcontract(s) and that all sub recipients
shall certify and disclose accordingly.
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.
41. 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.
42. 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.
43. Will comply with all applicable Federal statutes, regulations, policies, guidelines and
requirements, including OMB Circulars A102 and A-133, E.O. 12372 and the current
Administrative Requirements, Cost Principles, and Audit Requirements.
44. Will comply with all provisions of 2 CFR, including: Part 215 Uniform Administrative
Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals,
and Other Non-Profit Organizations (OMB Circular A-110); Part 225 Cost Principles for
State, Local and Indian Tribal Governments (OMB Circular A-87); Part 220 Cost Principles
for Educational Institutions (OMB Circular A-21); Part 230 Cost Principles for Non-Profit
Organizations (OMB Circular A-122).
45. Will comply with Subtitle A, Title II of the Americans with Disabilities Act (ADA) 1990.
46. Agrees to cooperate with any assessments, national evaluation efforts, or information or
data collection requests, including, but not limited to, the provision of any information
required for the assessment or evaluation of any activities within this agreement.
FY 12 UASI—CUPERTINO B-8 December 1, 2012
Initials: C
47. Will comply with Federal Acquisition Regulations (FAR), part 31.2 Contract Cost Principles
and Procedures, Contracts with Commercial Organizations.
48. Will comply with the financial and administrative requirements set forth in the current
edition of the DHS Financial Management Guide.
49. Agrees that all allocations and use of funds under this grant will be in accordance with the
FY 2012 Homeland Security Grant Program Funding Opportunity Announcement, and the
California Supplement to the FY 2012 Homeland Security Grant Program Funding
Opportunity Announcement. 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 FY2012 Homeland Security Grant Program application. Further, use of
FY12 funds is limited to those investments included in the California FY12 Investment
Justifications submitted to DHS/FEMA/Cal EMA and evaluated through the peer review
process.
50. Will not make any award or permit any award (subgrant or contract) to any party which is
debarred or suspended or is otherwise excluded from or ineligible for participation in
Federal assistance programs under Executive Order 12549 and 12689, "Debarment and
Suspension". As required by Executive Order 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, 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
governmental entity(Federal, State, or local)with commission of any of the offenses
enumerated in paragraph (1)(b)of this certification; and have not within a three-year
period preceding this application had one or more public transactions (Federal,
State, or local)terminated for cause or default; and
d. 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.
51. Will comply with all applicable requirements of all other Federal and State laws, executive
orders, regulations, program and administrative requirements, policies and any other
requirements governing this program.
FY 12 UASI —CUPERTINO B-9 December 1, 2012
Initials: _____,
52. Will comply with the administrative requirements that apply to most DHS award recipients
through a grant or cooperative agreement arise from two sources: - Office of Management
and Budget(OMB) Circular A-102, Uniform Administrative Requirements for Grants and
Cooperative Agreements to State and Local Governments (also known as the "A-102
Common Rule"), found under FEMA regulations at Title 44, Code of Federal Regulations
(CFR) Part 13, "Uniform Administrative Requirements for Grants and Cooperative
Agreements to State and Local Governments." - OMB Circular A-110, Uniform
Administrative Requirements for Grants and Agreements with Institutions of Higher
Education, Hospitals, and Other Non-Profit Organizations, relocated to 2 CFR Part 215.
The requirements for allowable costs/cost principles are contained in the A-102 Common
Rule, OMB Circular A-110 (2 CFR § 215.27), DHS program legislation, Federal awarding
agency regulations, and the terms and conditions of the award. The four costs principles
circulars are as follows: - OMB Circular A-21, Cost Principles for Educational Institutions,
relocated to 2 CFR Part 220. - OMB Circular A-87, Cost Principles for State, Local, and
Indian Tribal Governments, relocated to 2 CFR Part 225. - OMB Circular A-122, Cost
Principles for Non-Profit Organizations, relocated to 2 CFR Part 230. — OMB Circular A-
133, Audits of States, Local Governments and Non-Profit Organizations.
53. Will acknowledge, agree, and require any sub-recipients, contractors, successors,
transferees, and assignees acknowledge and agree-to comply with applicable provisions
governing DHS access to records, accounts, documents, information, facilities, and staff.
a. Recipients must cooperate with any compliance review or complaint investigation
conducted by DHS and/or Cal EMA.
b. Recipients must give DHS/Cal EMA access to and the right to examine and copy
records, accounts, and other documents and sources of information related to the
grant and permit access to facilities, personnel, and other individuals and information
as may be necessary, as required by DHS/Cal EMA regulations and other applicable
laws or program guidance.
c. Recipients must submit timely, complete, and accurate reports to the appropriate
DHS/Cal EMA officials and maintain appropriate backup documentation to support
the reports.
d. Recipients must comply with all other special reporting, data collection, and
evaluation requirements, as prescribed by law or detailed in program guidance.
e. If, during the past three years, the recipient has been accused of discrimination on
the grounds of race, color, national origin (including limited English proficiency), sex,
age, disability, religion, or familial status, the recipient must provide a list of all such
proceedings, pending or completed, including outcome and copies of settlement
agreements to the DHS/Cal EMA awarding office and the DHS Office of Civil Rights
and Civil Liberties.
f. In the event any court or administrative agency makes a finding of discrimination on
grounds of race, color, national origin (including limited English proficiency), sex,
age, disability, religion, or familial status against the recipient, or the recipient settles
a case or matter alleging such discrimination, recipients must forward a copy of the
complaint and findings to the DHS Component and/or awarding office. The United
States has the right to seek judicial enforcement of these obligations.
FY 12 UASI—CUPERTINO B-10 December 1, 2012
Initials:
54. Agrees that none of the funds provided under an award may be expended by the recipient
to pay any person to influence, or attempt 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 any Federal action concerning the award or
renewal of any Federal contract, grant, loan, cooperative agreement. These lobbying
prohibitions can be found at 31 U.S.C. § 1352.
55. Will comply with requirements to acknowledge Federal funding when issuing statements,
press releases, requests for proposals, bid invitations, and other documents describing
projects or programs funded in whole or in part with Federal funds.
56. Will comply with requirements that publications or other exercise of copyright for any work
first produced under Federal financial assistance awards hereto related unless the work
includes any information that is otherwise controlled by the Government(e.g., classified
information or other information subject 1:o national security or export control laws or
regulations). For any scientific, technical, or other copyright work based on or containing
data first produced under this award, including those works published in academic,
technical or professional journals, symposia proceedings, or similar works, the recipient
grants the Government a royalty-free, nonexclusive and irrevocable license to reproduce,
display, distribute copies, perform, disseminate, or prepare derivative works, and to
authorize others to do so, for Government purposes in all such copyrighted works. The
recipient shall affix the applicable copyright notices of 17 U.S.C. § 401 or 402 and an
acknowledgement of Government sponsorship (including award number) to any work first
produced under an award.
57. Will obtain DHS's approval prior to using the DHS seal(s), logos, crests or reproductions of
flags or likenesses of DHS agency officials, including use of the United States Coast
Guard seal, logo, crests or reproductions of flags or likenesses of Coast Guard officials.
58. Will comply with the requirements that project activities carried on outside the United
States are coordinated as necessary with appropriate government authorities and that
appropriate licenses, permits, or approvals are obtained.
59. Will comply with the requirements of the Preference for U.S. Flag Air Carriers: Travel
supported by U.S. Government funds requirement, which states preference for the use of
U.S. flag air carriers (air carriers holding certificates under 49 U.S.C. § 41102)for
international air transportation of people and property to the extent that such service is
available, in accordance with the International Air Transportation Fair Competitive
Practices Act of 1974 (49 U.S.C. § 40118) and the interpretative guidelines issued by the
Comptroller General of the United States in the March 31, 1981, amendment to
Comptroller General Decision B138942.
60. Will comply with the requirements of the Drug-Free Workplace Act of 1988 (41 U.S.C. §
701 et seq.), which requires that all organizations receiving grants from any Federal
agency agree to maintain a drug-free workplace. The recipient must notify the awarding
office if an employee of the recipient is convicted of violating a criminal drug statute.
Failure to comply with these requirements may be cause for debarment. These regulations
are codified at 2 CFR 3001.
FY 12 UASI -CUPERTINO B-11 December 1, 2012
Initials: eiz-
61. Will comply with the requirements of the government-wide award term which implements
Section 106(g) of the Trafficking Victims Protection Act (TVPA) of 2000, as amended (22
U.S.C. § 7104), located at 2 CFR Part 175. This is implemented in accordance with OMB
Interim Final Guidance, Federal Register, Volume 72, No. 218, November 13, 2007.In
accordance with Section 106(g) of the TVPA, as amended, requires the agency to include
a condition that authorizes the agency to terminate the award, without penalty, if the
recipient or a sub-recipient engages in severe forms of trafficking in persons during the
period of time that the award is in effect, procures a commercial sex act during the period
of time that the award is in effect; or uses forced labor in the performance of the award or
subawards under the award. Full text of the award term is provided at 2 CFR § 175.15.
62. Will comply with the requirements of Title VI of the Civil Rights Act of 1964 (42 U.S.C. §
2000d et seq.), which provides that no person in the United States will, on the grounds of
race, color, or national origin, be excluded from participation in, be denied the benefits of,
or be subjected to discrimination under any program or activity receiving Federal financial
assistance.
63. Will comply with Title VIII of the Civil Rights Act of 1968, which prohibits recipients from
discriminating in the sale, rental, financing, and advertising of dwellings, or in the provision
of services in connection therewith, on the basis of race, color, national origin, religion,
disability, familial status, and sex (42 U.S.C.§ 3601 et seq.), as implemented by the
Department of Housing and Urban Development at 24 CFR Part 100. The prohibition on
disability discrimination includes the requirement that new multifamily housing with four or
more dwelling units-i.e., the public and common use areas and individual apartment units
(all units in buildings with elevators and ground-floor units in buildings without elevators)-
be designed and constructed with certain accessible features (see 24 CFR § 100.201).
64. Will comply with the requirements of Titles I, II, and III of the Americans with Disabilities
Act, which prohibits recipients from discriminating on the basis of disability in the operation
of public entities, public and private transportation systems, places of public
accommodation, and certain testing entities (42 U.S.C. §§ 12101-12213).
65. Will comply with the requirements of the Age Discrimination Act of 1975 (42 U.S.C. § 6101
et seq.), which prohibits discrimination on the basis of age in any program or activity
receiving Federal financial assistance.
66. Will comply with the requirements of Title IX of the Education Amendments of 1972 (20
U.S.C. § 1681 et seq.), which provides that no person in the United States will, on the
basis of sex, be excluded from participation in, be denied the benefits of, or be subjected
to discrimination under any educational program or activity receiving Federal financial
assistance. These regulations are codified at 44 CFR Part 19.
67. Will comply with the requirements of Executive Order 13166, Improving Access to
Services for Persons with Limited English Proficiency, and resulting agency guidance,
national origin and resulting agency guidance, national origin discrimination includes
discrimination on the basis of limited English proficiency (LEP). To ensure compliance with
Title VI, recipients must take reasonable steps to ensure that LEP persons have
meaningful access to your programs. Meaningful access may entail providing language
assistance services, including oral and written translation, where necessary. Recipients
FY 12 UASI —CUPERTINO 13-12 December 1, 2012
Initials:
are encouraged to consider the need for language services for LEP persons served or
encountered both in developing budgets and in conducting programs and activities. For
assistance and information regarding LEP obligations, go to http://www.lep.gov.
68. Will comply with the requirements of 42 U.S.C. § 7401 et seq. and Executive Order 11738,
which provides for the protection and enhancement of the quality of the nation's air
resources to promote public health and welfare and for restoring and maintaining the
chemical, physical, and biological integrity of the nation's waters is considered research for
other purposes.
69. Will comply with the requirements of the Federal regulations at 45 CFR Part 46 and the
requirements in DHS Management Directive 026-04, Protection of Human Subjects, prior
to implementing any work with human subjects. The regulations specify additional
protections for research involving human fetuses, pregnant women, and neonates
(Subpart B); prisoners (Subpart C); and children (Subpart D). The use of autopsy materials
is governed by applicable State and local law and is not directly regulated by 45 CFR Part
46.
70. Will comply with the requirements of the National Environmental Policy Act (NEPA), as
amended, 42 U.S.C. § 4331 et seq., which establishes national policy goals and
procedures to protect and enhance the environment, including protection against natural
disasters. To comply with NEPA for its grant-supported activities, DHS requires the
environmental aspects of construction grants (and certain non-construction projects as
specified by the Component and awarding office) to be reviewed and evaluated before
final action on the application.
71. Will comply with the requirements of Section 1306(c) of the National Flood Insurance Act,
as amended, which provides for benefit payments under the Standard Flood Insurance
Policy for demolition or relocation of a structure insured under the Act that is located along
the shore of a lake or other body of water and that is certified by an appropriate State or
local land use authority to be subject to imminent collapse or subsidence as a result of
erosion or undermining caused by waves or currents of water exceeding anticipated
cyclical levels. These regulations are codified at 44 CFR Part 63.
72. Will comply with the requirements of the Flood Disaster Protection Act of 1973, as
amended (42 U.S.C. § 4001 et seq.), which provides that no Federal financial assistance
to acquire, modernize, or construct property may be provided in identified flood-prone
communities in the United States, unless the community participates in the National Flood
Insurance Program and flood insurance is purchased within one year of the identification.
The flood insurance purchase requirement applies to both public and private applicants for
DHS support. Lists of flood-prone areas that are eligible for flood insurance are published
in the Federal Register by FEMA.
73. Will comply with the requirements of Executive Order 11990, which provides that federally
funded construction and improvements minimize the destruction, loss, or degradation of
wetlands. The Executive Order provides that, in furtherance of Section 101(b)(3) of NEPA
(42 U.S.C. § 4331(b)(3)), Federal agencies, to the extent permitted by law, must avoid
undertaking or assisting with new construction located in wetlands unless the head of the
agency finds that there is no practicable alternative to such construction, and that the
FY 12 UASI—CUPERTINO B-13 December 1, 2012
Initials:
proposed action includes all practicable measures to minimize harm to wetlands that may
result from such use. In making this finding, the head of the agency may take into account
economic, environmental, and other pertinent factors. The public disclosure requirement
described above also pertains to early public review of any plans or proposals for new
construction in wetlands. This is codified at 44 CFR Part 9.
74. Will comply with the requirements of the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act(USA PATRIOT Act),
which amends 18 U.S.C. §§ 175-175c. Among other things, it prescribes criminal penalties
for possession of any biological agent, toxin, or delivery system of a type or in a quantity
that is not reasonably justified by a prophylactic, protective, bona fide research, or other
peaceful purpose. The act also establishes restrictions on access to specified materials.
"Restricted persons," as defined by the act, may not possess, ship, transport, or receive
any biological agent or toxin that is listed as a select agent.
75. 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 paragraph d. of this award term,
you 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 the American
Recovery and Reinvestment Act of 2009,
b. Where and when to report: you must report on each obligating action described in
the following paragraphs to Cal EMA. For subaward information, report no later 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. 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. Subgrantees must report sub-recipient
executive total compensation to Cal EMA by the end of the month following the
month during which you make the subaward. Exemptions 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 sub-recipient.
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 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, as defined at 2
CFR 170.320 (and subawards); and
FY 12 UASI—CUPERTINO B-14 December 1, 2012
Initials:
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. Sub-recipient Executives. Unless you are exempt as provided above, for
each first-tier sub-recipient under this award, you shall report the names and
total compensation of each of the sub-recipient's five most highly
compensated executives for the sub-recipient's preceding completed fiscal
year, if in the sub-recipient's preceding fiscal year, the sub-recipient 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.
76. 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 CUPERTINO to execute these Grant
Assurances for and on behalf of CUPERTINO.
Signature of Authorized Agent: a al-1-1,7)-010
Printed Name of Authorized Agent: Carol Atwood
Title: Director of Administrative Services Date:
FY 12 UASI—CUPERTINO B-15 December 1, 2012
Initials:
Appendix C -- Form of Reimbursement Request
REIMBURSEMENT REQUEST
, 2013
UASI Management Team
711 Van Ness Avenue, Suite 420
San Francisco, CA 94102
Re: FY 12 UASI Grant Reimbursement Request
Pursuant to Section 3.10 of the "Agreement between the City and County of San Francisco and
the County of CUPERTINO for the Distribution of FY 2012 UASI Grant Funds" (the
"Agreement"), dated DECEMBER 1, 2012, between the City of CUPERTINO ("CUPERTINO")
and the City and County of San Francisco, CUPERTINO hereby requests reimbursement as
follows:
Total Amount of
Reimbursement
Requested in this $
Request:
Maximum Amount of
Funds Specified in
Section 3.2 of the
Agreement: $
Total of All Funds
Disbursed Prior to this
Request: $
CUPERTINO certifies that:
(a) The total amount of funds requested pursuant to this Funding Request will be used
to reimburse CUPERTINO for Authorized Expenditures, which expenditures are set
forth on the attached Schedule 1, to which are attached true and correct copies of
all required documentation of such expenditures.
(b) After giving effect to the disbursement requested pursuant to this Reimbursement
Request, the Funds disbursed as of the date of this disbursement will not exceed the
maximum amount set forth in Section 3.2 of the Agreement, or the not to exceed amounts
specified in Appendix A for specific projects and programs.
FY 12 UASI—CUPERTINO C-1 December 1, 2012
(c) The representations, warranties and certifications made in the Agreement are true
and correct in all material respects as if made on the date hereof, and
CUPERTINO is in compliance with all Grant Assurances in Appendix B of the
Agreement;
(d) No Event of Default has occurred and is continuing; and
(e) The undersigned is an officer of CUPERTINO authorized to execute this
Reimbursement Request on behalf of CUPERTINO.
Signature of Authorized Agent:
Printed Name of Authorized Agent:
Title: Date:
FY 12 UASI —CUPERTINO C-2 December 1, 2012
SCHEDULE 1 TO REQUEST FOR REIMBURSEMENT
The following is an itemized list of Authorized Expenditures for which reimbursement is
requested:
Project Payee Amount Description
The following are attached as part of this Schedule 1:
(i) An invoice for each item of expenditure for which reimbursement is requested;
(ii) The front and the back of canceled checks or other written evidence documenting the
payment of each invoice;
(iii) For expenditures which are wages or salaries, payroll registers containing a detailed
breakdown of earnings and withholdings, together with both sides of canceled payroll
checks evidencing payment thereof(unless payment has been made electronically).
(iv) Copies of purchase orders and contracts, as applicable.
FY 12 UASI—CUPERTINO C-3 December 1, 2012