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11-025 Agreement, County of Santa Clara, 2010 Emergency Management Performance Grant AGREEMENT BETWEEN THE COUNTY OF SANTA CLARA AND THE CITY OF CUPERTINO GRANTING PROGRAM FUNDS FOR THE 2010 EMERGENCY MANAGEMENT PERFORMANCE GRANT THIS AGREEMENT is made effective July 1, 2010, by and between the County of Santa Clara ( "County ") and the City of Cupertino ( "City ") for the allocation and distribution of 2010 Emergency Management Performance Grant ( "EMPG ") funds. RECITALS WHEREAS, the Cities of Campbell, Cupertino, Gilroy, Los Altos, Milpitas, Monte Sereno, Morgan Hill, Mountain View, Palo Alto, San Jose, Santa Clara, Saratoga, Sunnyvale, the Towns of Los Gatos, Los Altos Hills, and the County of Santa Clara, are parties to the 1994 Operational Area Interim Agreement; and WHEREAS, the Emergency Preparedness Council ( "EPC ") is the advisory body of the Santa Clara Operational Area in matters affecting disaster preparedness throughout the Operational Area. EPC membership includes an elected city council member from each city in the Operational Area, one member of the Water District and one member of the Santa Clara County Board of Supervisors; and WHEREAS, the County Emergency Services /Civil Defense Ordinance empowers the EPC to serve as the Santa Clara County Operational Area Council ( "OAC ") with governing body authority to carry out the responsibilities of the OAC and to make funding allocation decisions for the Emergency Management Performance Grants; and WHEREAS, on June 29, 2010, the California Emergency Management Agency awarded the County a 2010 Emergency Management Performance Grant of $445,789.00 for the purpose of managing emergency planning; NOW, THEREFORE, this AGREEMENT is to allocate the sum of $8,666.34 (a portion of the grant funds, allocated on a per capita basis, Exhibit B), from the County to the City , so that the City may implement programs as provided under this Agreement and specified in the Emergency Management Performance Grant guidelines for subgrant recipients, Exhibit C. The performance period for the County for this grant expires on June 30, 2011. The performance period for the City for the subgrant expires on June 15, 2011. The County and City agree as follows: // // Agreement between the County of Santa Clara and City of Cupertino Granting funds for 2010 Emergency Management Performance Grant Page 1 THE AGREEMENT Article I. Allocation and Spend Plans 1. Allocation. The 2010 Emergency Management Performance Grant funds will be disbursed pursuant to the State of California formula for each city. The County will reimburse to the City funds that the City expends under 2010 Emergency Management Performance Grant. The amount for the City of Cupertino will not exceed $8,666.34, unless additional funds become available under the 2010 Emergency Management Performance Grant following the execution of this Agreement. If additional funds are allocated, an amendment to this MOU will follow. 2. Spend Plans Upon execution of this agreement, City will provide County with Spend Plans for review by the County's Director of the Office of Emergency Services or designee. A "Spend Plan" is a written document that explains the Project on which City intends to spend 2010 EMPG funding, including Project deliverables and milestone dates when any funds allocated will be spent. All Spend Plans must be approved through the Office of Emergency Services. The Director of the Office of Emergency Services or designee will approve Spend Plans based upon projects submitted to the State for the 2010 EMPG Program. If a Spend Plan is not approved, the Office of Emergency Services will notify City and City will have 10 days from the date of the notice to submit a revised Spend Plan for approval or risk reallocation of funds. The City's Spend Plans are a required part of this MOU and City's Spend Plans are attached and incorporated herein as Exhibit A. If it is determined that a milestone date when funds are to be spent according to City's Spend Plans cannot be met, City will be required to complete and submit a "Spend Plan Request for Extension ", (Exhibit F), for review and approval by the Director of the Office of Emergency Services or designee. The "Request for Extension" must include an updated Spend Plan and explain the reason for the extension, why the deliverables /milestone dates were not met, and how City will meet the new date(s) requested for spending any allocated funds. Article II. Requests for Reimbursement and Reimbursements 1. Required Documentation for Reimbursement The EMPG is a matching funds grant. All requests for reimbursement should be accompanied by a spreadsheet, Exhibit H, indicating the 50% City match and the EMPG allowable amount up to the allocated amount of each city. All equipment must be indicated in the City's Spend Plan submitted to the County and authorized per the web -based Authorized Equipment List (AEL) on the Responder Agreement between the County of Santa Clara and City of Cupertino Granting funds for 2010 Emergency Management Performance Grant Page 2 Knowledge Base (RKB) which is sponsored by Grants & Training and the National Memorial Institute for the Prevention of Terrorism (MIPT) at https: / /www.rkb.us /. Sole sources are not allowable under the grant program unless first approved through the State. Sole source request documentation must be obtained and submitted through the Grants Manager, Office of Emergency Services. Upon City's completion and submission of the required sole source documentation, the Grants Manager will forward all sole source documents to the appropriate State contact for review and approval. Only after State approval is granted can a sole source procurement be completed and expenditures reimbursed using EMPG allocated funds. The following documentation is required for all reimbursement requests for equipment: • Quote or Solicitation Documents • Summary of pricing and chosen vendor • Documentation that vendor is not on the excluded parties list (https://www.epls.gov/) • Purchase order and /or Contract • Receiving documentation/Packing slip • Invoice • Proof of Payment The following documentation is required for all reimbursement requests for contractors: • Quote or Solicitation Documents • Executive summary on how contractor was chosen • Documentation that contractor is not on the excluded parties list (https://www.epls.gov/) • Purchase order and/or Contract • Invoice showing deliverables and milestones completed • Proof of Payment For reimbursement of Salaries: • Functional Timesheet (Exhibit G) • Description of scope of job which includes Emergency Management functions • Hourly Rate • Payroll reports showing amount paid for each pay period being claimed For reimbursement for Training activities: • Class Syllabus • Class sign -in sheet • Instructor /Consultant contract documents • Instructor's invoice Agreement between the County of Santa Clara and City of Cupertino Granting funds for 2010 Emergency Management Performance Grant Page 3 • Proof of Payment 2. Submission of Requests for Reimbursement (a) Cities will be expected, if it coincides with their approved Spend Plans, to submit reimbursement requests to the Office of Emergency Services (see Article V.1 below) on a quarterly basis as detailed in the chart below. All reimbursement requests will be due fifteen calendar days after the end of the quarter, with the exception of the final expenditure and /or invoice, as indicated below unless otherwise pre- approved by the Director of the Office of Emergency Services or designee. Any expenditure during the final period identified in the chart below must be made by June 15, 2011 and any related invoice must be submitted by June 15, 2011, unless otherwise pre- approved by the Director of the Office of Emergency Services or designee, in order to meet 2010 EMPG deadlines. Reimbursement requests will be due for expenditures during specified periods as follows: For Expenditures During the Period: Due Dates for Reimbursement Requests: July 1, 2010 through September 30, 2010 October 15, 2010 October 1, 2010 through December 31, 2010 January 15, 2011 Januaryl, 2011 through March 31, 2011 April 15, 2011 April 1, 2011 through June 15, 2011 June 15, 2011 (b) During the term of this Agreement, the County is not obligated to honor any request for reimbursement that is submitted after the due dates for reimbursement requests for expenditures within a given quarter as specified above in Article II, Section 2(a). Article III. Use of Funds 1. Scope of Services (a) The City will use the funds granted under this Agreement only for the purpose of implementing applicable programs under the 2010 Emergency Management Performance Grant, as indicated in Exhibit D, Program Narrative. (b) The City will use the funds granted under this Agreement in a manner consistent with: (1) the applications submitted by the County to the State for the grants under this Agreement; (2) the grant guidance issued by the State for the grants under this Agreement; and (3) the notifications issued by the State for the approval of the grants under this Agreement. (c) The documents described in Article III.1(b)(1 -3) of this Agreement are on file with the County and the granting agencies of the State, and are hereby incorporated into this Agreement. Agreement between the County of Santa Clara and City of Cupertino Granting funds for 2010 Emergency Management Performance Grant Page 4 2. Master Grant Obligations (a) The City agrees to comply with all applicable requirements and assurances contained in the State Grant Requirements. The City may designate vendors or sub - grantees to fulfill these obligations. (b) If any provisions of this Agreement conflict with the State Grant Requirements, the provisions of the State Grant Requirements will control. 3. Reporting (a) The City will prepare progress reports for the duration of the term of this Agreement. The reports must include the status of all activities, including equipment purchases (if applicable). (b) The reports are due to the County representative identified in Article VI.1 as follows: Quarterly Performance Reporting Period Report Due Date July 1, 2010 — September 30, 2010 October 15, 2010 October 1, 2010 — December 31, 2010 January 15, 2011 January 1, 2011 — March 31, 2011 April 15, 2011 April 1, 2011 — June 30, 2011 July 15, 2011 Any final reporting documentation July 15, 2011 (c) The County will provide the City with a report template, (Exhibit E) and the City will utilize the template. (d) The City will notify the County representative identified in Article VI.1, within 15 days, when the City has completed all performance obligations for these grants. The City shall provide such notice no later than July 15, 2011. (e) The reporting requirements under this section shall survive termination of this Agreement. Article IV. Term and Termination 1. Term of Agreement This Agreement is effective from July 1, 2010 through June 30, 2011. 2. Availability of Funds (a) The parties acknowledge and agree that this Agreement is dependent upon the availability of County, regional, State and/or federal funding. Agreement between the County of Santa Clara and City of Cupertino Granting funds for 2010 Emergency Management Performance Grant Page 5 (b) Budgetary Contingency: This Agreement is contingent upon the appropriation of sufficient funding by the County for the products and services covered by this Agreement. If funding is reduced or deleted by the County for the products or services covered by this Agreement, the County has the option to either terminate this Agreement with no liability occurring to the County or to offer an amendment to this Agreement indicating the reduced amount. (c) The obligations of the County to make payments in accordance with the provisions of this Agreement may be delayed, reduced or terminated pursuant to any delay, reduction, or change in allocation or allotment in funding to County from federal, State or other regional funding sources. 3. Termination (a) Either party may terminate this Agreement for cause or no cause upon written notice to the other. Termination for cause includes, but is not limited to a material breach of this Agreement, a violation of any applicable laws, or failure to comply with applicable EMPG grant guidelines. (b) Opportunity to cure. The non - breaching party shall give written notice of the breach to the breaching party, specifying the breach/cause. The breaching party shall not be deemed in default hereunder and the non - breaching party shall not institute proceedings or exercise any remedies against the breaching party unless the breach has not been cured, corrected or remedied within thirty (30) days after the giving of such notice of breach or within such longer period as may be reasonably required to cure, correct or remedy the breach, provided the breaching party has commenced such cure, correction or remedy within such thirty (30) day period and diligently and continuously pursues such cure, correction or remedy. (c) If this Agreement is terminated, the City shall return funding in accordance with grant guidelines. Article V. Liabilities 1. Mutual Indemnification In lieu of and notwithstanding the pro rata risk allocation which might otherwise be imposed between the parties pursuant to Government Code Section 895.6, the parties agree that all losses or liabilities incurred by a party shall not be shared pro rata but instead the County and the City agree that pursuant to Government Code Section 895.4, each of the parties hereto shall fully indemnify and hold each of the other parties, their officers, board members, employees and agents, harmless from any claim, expense or cost, damage or liability imposed for injury (as defined by Government Code Section 810.8) occurring by reason of the negligent acts or omissions or willful misconduct of the indemnifying party, its officers, board members, employees or agents, under or in connection with or arising out of any work, authority or jurisdiction delegated to such party under this Agreement. No party, nor any officer, board member, employee or agent thereof shall be responsible for any damage or liability occurring by reason of the negligent acts or omissions or Agreement between the County of Santa Clara and City of Cupertino granting funds for 2010 Emergency Management Performance Grant 6 of 9 willful misconduct of other parties hereto, their officers, board members, employees or agents, under or in connection with or arising out of any work, authority or jurisdiction delegated to such other parties under this Agreement. Article VI. Miscellaneous 1. Notice All notices required by this Agreement will be deemed given when in writing and delivered personally or deposited in the United States mail, postage prepaid, return receipt requested, addressed to the other party at the address set forth below or at such other address as the party may designate in writing: To the City: Emergency Preparedness Coordinator City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 -3232 To the County: Diane Stambaugh Administrative Services & Grants Manager County of Santa Clara Office of Emergency Services 55 W. Younger Ave., Suite 450 San Jose, CA 95110 2. Compliance and Nondiscrimination The parties will comply with all applicable Federal, State, and local laws and regulations. Such laws include but are not limited to the following: Title VII of the Civil Rights Act of 1964 as amended, the Americans with Disabilities Act of 1990, the Rehabilitation Act of 1973 (Sections 503 and 504), the California Fair Employment and Housing Act (Government Code sections 12900 et seq.), and California Labor Code sections 1101 and 1102. The parties will not discriminate against any subcontractor, employee, or applicant for employment because of age, race, color, national origin, ancestry, religion, sex /gender, sexual orientation, mental disability, physical disability, medical condition, political beliefs, organizational affiliations, or marital status in the recruitment, selection for training including apprenticeship, hiring, employment, utilization, promotion, layoff, rates of pay or other forms of compensation. Nor will the parties discriminate in the provision of services provided under this Agreement because of age, race, color, national origin, ancestry, religion, sex /gender, sexual orientation, mental disability, physical disability, medical condition, political beliefs, organizational affiliations, or marital status. /1 Agreement between the County of Santa Clara and City of Cupertino granting funds for 2010 Emergency Management Performance Grant 7 of 9 3. County No- Smoking Policy Contractor and its employees, agents and subcontractors, shall comply with the County's No Smoking Policy, as set forth in the Board of Supervisors Policy Manual section 3.47 (as amended from time to time), which prohibits smoking: (1) at the Santa Clara Valley Medical Center Campus and all County - owned and operated health facilities, (2) within 30 feet surrounding County -owned buildings and leased buildings where the County is the sole occupant, and (3) in all County vehicles. 4. Governing Law This Agreement has been executed and delivered in, and will be construed and enforced in accordance with, the laws of the State of California. 5. Assignment The parties may not assign this Agreement or the rights and obligations hereunder without the specific written consent of the other. 6. Entire Agreement This document represents the entire Agreement between the parties with respect to the subject matter hereof. All prior negotiations and written and/or oral agreements between the parties with respect to the subject matter of this Agreement are merged into this Agreement. 7. Amendments This Agreement may only be amended by an instrument signed by the parties. 8. Counterparts This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. 9. Severability If any provision of this Agreement is found by a court of competent jurisdiction to be void, invalid or unenforceable, the same will either be reformed to comply with applicable law or stricken if not so conformable, so as not to affect the validity or enforceability of this Agreement. 10. Waiver No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. Any waiver granted by a party must be in writing, and shall apply to the specific instance expressly stated. Agreement between the County of Santa Clara and City of Cupertino granting funds for 2010 Emergency Management Performance Grant 8 of 9 11. Conflict of Interest In accepting this Agreement, City covenants that is presently has no interest and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of services under this Agreement. City is responsible for assuring compliance of its subcontractors, if any, with the requirements of this provision. 12. Certified Resolution of Signature Authority Upon request of Santa Clara County, City will deliver to Santa Clara County a copy of the resolution(s) authorizing execution, delivery and performance of this Agreement, certified as true, accurate and complete by the appropriate authorized representative of City. Signed: COUNTY OF SANTA CLARA CITY OF CUPERTINO -' B By TU.'S . / J Gary Grp t David Knapp Date Chief Op- ating Officer City Manager Approved as to Form and Legality: Approved as to Form and Legality: 2c ice .. >c,! ( I L' Kimberly Thonsapp Date City ttorney Da e Deputy County Counsel Exhibit A City Spend Plan Exhibit B FY08 Per Capita Distribution Worksheet Exhibit C Grant Guidance Exhibit D Program Narrative Exhibit E Report Template Exhibit F Spend Plan Request for Extension Exhibit G Functional Timesheet Template Exhibit H City Reimbursement Worksheet Agreement between the County of Santa Clara and City of Cupertino granting funds for 2010 Emergency Management Performance Grant 9 of 9