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HomeMy WebLinkAboutResolution 2009-174 2009 Operation Stonegarden Grant ProgramMARANA RESOLUTION N0.2009-174 RELATING TO THE POLICE DEPARTMENT; APPROVING AND AUTHORIZING THE TOWN MANAGER TO EXECUTE TWO SUBGRANTEE AGREEMENTS WITH THE ARIZONA DEPARTMENT OF HOMELAND SECURITY FOR PURPOSES OF RECEIVING FUNDS UNDER THE 2009 OPERATION STONEGARDEN GRANT PROGRAM WHEREAS, the Town of Marana recognizes its duty to protect its citizens concerning matters involving Homeland and Border Security; and WHEREAS, the Marana Police Department is working with the Arizona Department of Homeland Security, United States Border Patrol, and other community agencies as a regional partner in the Operation Stonegarden Program; and WHEREAS, the Arizona Department of Homeland Security has awarded grant funding (CFDA #97.067) for the provision of overtime pay, mileage reimbursement, and surveillance equipment for services provided in coordination with the Operation Stonegarden Program; and WHEREAS, under the terms of the 2009 Operation Stonegarden Grant Program upon execution of pending Subgrantee Agreements the Town of Marana is eligible to receive funds in the amount of $166,376 from the Arizona Department of Homeland Security for overtime pay, mileage reimbursement, and surveillance equipment. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, that the Council approves the agreements and authorizes the Town Manager and staff to take appropriate actions to carry out the terms of the agreements with the Arizona Department of Homeland Security. PASSED AND ADOPTED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, this 6th day of October, 2009. ATTEST: celyn C onson, Town Clerk Mayor Ed Honea APPROVED AS TO FORM: f y ~ ,~` Frank Cassidy, Town Att ey \•~, r r ~ y .. SUBGRANTEE AGREEMENT 09-AZDOHS-OPSG- 555421-01 Between The Ariaona Departm_ ent of Homeland Security And Town of Marana WHEREAS, A.R.S. § 41-4254 charges the Arizona Department of Homeland Security (AZDOHS) with the responsibility of administering funds. THEREFORE, it is agreed that the AZDOHS shall provide funding to the Town of Marana (subrecipient) for services under the terms of this Grant Agreement. III. PURPOSE OF AGREEMENT The purpose of this Agreement is to specify the responsibilities and procedures for the subrecipient's role in administering homeland security grant funds. IV. TERM OF AGREEMENT. TERMINATION AND AMENDMENTS This Agreement shall become effective on October 1, 2009 and shall terminate on March 31, 2011. VI. DESCRIPTION OF SERVICES The subrecipient shall provide the services for the State of Arizona, Arizona Department of Homeland Security as approved in the grant application titled, "Operation Stonegarden - Overtime and Mileage" and funded at $126,000 (as may have been modified by the award letter}. VII. MANNER OF FINANCING The AZDOHS shall: a~ Provide up to $126,000 to the subrecipient for services provided under .Paragraph lll. b) Payment made by the AZDOHS to the subrecipient shall be on a reimbursement basis only and is conditioned upon receipt of proof of payment and applicable, accurate and complete reimbursement documents, as deemed necessary by the AZDOHS, to be submitted by the subrecipient. A listing of acceptable documentation can be found at www.azdohs.ctov. Payments will be contingent upon receipt of all reporting requirements of the subrecipient under this Agreement. VIII. FISCAL RESPONSBILITY It is understood and agreed that the total amount of the funds used under this Agreement shall be used for the project(s) and scope of work outlined in this Agreement. Therefore, should the project not be completed, be partially completed the subrecipient shall reimburse said funds directly to AZDOHS immediately, or be completed at a lower cost than the original budget called for, the amount reimbursed to the subrecipient shall be for only the amount of dollars actually spent by the subrecipient. For any funds received under this Agreement for which 09-AZDOHS-OPSG- 555421-01 Page 1 expenditure is disallowed by an audit exemption by the AZDOHS, the State, or Federal government, the subrecipient shall reimburse said funds directly to the AZDOHS immediately. VI. FINANCIAL AUDIT/PROGRAMTIC MONTIORING The subrecipient agrees to terms specified in A.R.S. § 35-214 and §35-215. a) In addition, in compliance with the Federal Single Audit Act (31 U.S.C. par., 7501-7507), as amended by the Single Audit Act Amendments of 1996 (P.L. 104 to 156), the subrecipient must have an annual audit conducted in accordance with OMB Circular #A- 133 ("Audits of States, Local Governments, and Non-profit Organizations") if the subrecipient expends more than $500,000 from federal awards. If the subrecipient has expended more than $500,000 in federal dollars, a copy of the subrecipient's audit report for the previous fiscal year must be submitted to the AZDOHS for review within thirty (30) days of signing this Agreement. b) Subrecipients will be monitored periodically by AZDOHS staff, both programmatically and financially, to ensure that the project goals, objectives, pertormance requirements, timelines, milestone completion, budgets, and other related program criteria are being met. Monitoring will be accomplished through a combination of office-based reviews and onsite monitoring visits. Monitoring will involve the 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. VII. APPLICABLE FEDERAL REGULATIONS The subrecipient must comply with the grant guidance, Office of Management and Budget (OMB) Circulars Code of Federal Regulations (CFR) and other federal guidance including but not limited to: a) 44 CFR Chapter 1, Federal Emergency Management Agency, Department of Homeland Security at http://www.access.apo.aov/nara/cfr/waisidx 07/44cfrv1 07 html. b) 2 CFR 225 Cost Principles for State, Local & Indian Tribal Governments, formerly OMB, at ht_p://www.access.apo.gov/nara/cfr/waisidx 07/2cfr225 07 html. Cost Principles: 2 CFR Part 225, State and Local Governments; 2 CFR Part 220, Educational Institutions; 2 CFR Part 230, Non-Profit Organizations; Federal Acquisition Regulation Sub-part 31.2, Contracts with Commercial Organizations. OMB Circular A-133, Audits of States, Local Governments, and Non-Profit Organizations, at httD://www.Whitehouse.gov/omblcirculars/a133Ja133 html. c) 44 CFR part 13, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and local governments (formerly OMB Circular A-102 at htto:/1149.168.212.15/mitiaation/Library/44 CFR-Part 13 Ddf U.S. Department of Homeland Security Authorized Equipment List (AEL) available at httos://www.rkb.mint.arg/ael.cfm 2 CFR Part 215, Institutions of Higher Education, Hospitals and Other Non-Profit Organizations. d) 28 CFR applicable to grants and cooperative agreements including Part II, Applicability of Office of Management and Budget Circulators; Part 18, Administrative Review Procedure; Part 20 Criminal Justice Information Systems; Part 22, Confidentiality of Identifiable Research and Statistical Information; Part 23, Criminal Intelligence System Operating Policies; Part 42, Non-discrimination Equal Employment Opportunities Policies and Procedures; Part 61, Procedures for Implementing the national Environmental Policy Act; Part 63, Floodplain Management and Wetland Protection Procedures; and Part 66. 09-AZDOHS-OPSG-555421-01 Page 2 Included within the above mentioned guidance documents are provisions for the following: NIMSCAST The subrecipient agrees to complete the National Incident Management System Compliance Assistance Support Tool (NIMSCAST) and remain in compliance. Environmental Planning and Historic Preservation The recipient shall comply with all applicable Federal, State, and local environmental and historic preservation (EHP) requirements and shall provide any information requested by FEMA to ensure compliance with applicable laws including: National Environmental Policy Act, National Historic Preservation Act, Endangered Species Act, and Executive Orders on Floodplains (11988), Wetlands (11990) and Environmental Justice (12898). Failure of the recipient to meet Federal, State, and local EHP requirements and obtain applicable permits may jeopardize Federal funding. Recipient shall not undertake any project having the potential to impact EHP resources without the prior approval of FEMA, including but not limited to communications towers, physical security enhancements, new construction, and modifications to buildings that are 50 years old or greater. Recipient must comply with all conditions placed on the project as the result of the EHP review. Any change to the approved project scope of work will require re-evaluation for compliance with these EHP requirements. If ground disturbing activities occur during project implementation, the recipient must ensure monitoring of ground disturbance and if any potential archeological resources arc discovered, the recipient will immediately cease construction in that area and notify FEMA and the appropriate State Historic Preservation Office. Any construction activities that have been initiated prior to the full environmental and historic preservation review will result in anon-compliance finding. Consultants Billings for consultants must include at a minimum: a description of services; dates of services; number of hours for services performed; rate charged for services; and, the total cost of services performed. Consultant costs must be within the prevailing rates, must be obtained under consistent treatment with the procurement policies of the sub-grantee and 44 CFR Chapter 1 part 13 and should not exceed the maximum of $450.00 per day per consultant unless prior written approval is granted by the AZDOHS. Personnel and Travel. Costs Personnel and Travel costs must be consistent with the subrecipient's policies and procedures and must be applied uniformly to both federally financed and other activities of the agency. At no time can the subrecipient's policies exceed the state rate established by the Arizona Department of Administration, General Accounting Office Travel Policies: httpa/www.gaostate.az Nonsupplanting Agreement The subrecipient shall not use funds to supplant state or local funds or other resources that would otherwise have been made available for this program/project. Further, if a position created by a grant is filled from within, the vacancy created by this action must be tilled within 30 days. If the vacancy is not filled within 30 days, the sub-grantee must stop charging the grant for the new position. Upon filling the vacancy, the sub-grantee may resume charging for the grant position. E-Verify Compliance requirements for A.R.S. § 41-4401-immigration laws and E-Verify requirement. a) The Contractor warrants compliance with all Federal immigration laws and regulations relating to employees and warrants its compliance with Section A.R.S. § 23-214, 09-AZDOHS-OPSG-555421-01 Page 3 Subsection A. (That subsection reads: "After December 31, 2007, every employer, after hiring an employee, shall verify the employment eligibility of the employee through the E- Verify program.) b} A breach of a warranty regarding compliance with immigration laws and regulations shall be deemed a material breach of the contract and the Contractor may be subject to penalties up to and including termination of the Agreement. c) The Department retains the legal right to inspect the papers of any employee who works on the Agreement to ensure that the Contractor or subcontractor is complying with the warranty under paragraph 8(a). Property Control Effective control and accountability must be maintained for all property. The subrecipient must adequately safeguard all such property and must assure that it is used solely for authorized purposes as described in the guidance and application. The subrecipient shall exercise caution in the use, maintenance, protection and preservation of such property. Terms used in this subpart have the following meaning {See also Reclamation Supplement to Federal Property Management Regulations, Part 60 Property Accountability, Subpart 114S- 60.4 Classification of Property). a) Nonexpendable property is property which has a continuing use, is not consumed in use, is of a durable nature with an expected service life of one or more years, has an acquisition cost of $300 or more, and does not become a fixture or lose its identity as a component of other equipment or plant. b) At the time when the final request for reimbursement is submitted, the subrecipient must fife with the AZDOHS a copy of the Property Control Record Form listing all such property acquired with grant funds. The subrecipient agrees to be subject to equipment monitoring and auditing by state or federal authorized representatives for verification of information. c) Equipment shall be used by the subrecipient in the program or project for which it was acquired as long as needed,. whether or not the program or project continues to be supported by federal grant funds. When use of the property for project activities is discontinued, the subrecipient shall request in writing disposition instructions from the AZDOHS before actual disposition of the property. Theft, destruction, or loss of property shall be reported to the AZDOHS immediately. Allowable Costs The allowability of costs incurred under this agreement shall be determined in accordance with the general principles of allow ability and standards for selected cost items as set forth in the applicable OMB Circulars, Code of Federal Regulations, authorized equipment list and guidance documents referenced above. VIII. DEBARMENT CERTIFICATION The subrecipient agrees to comply with the Federal Debarment and Suspension regulations as outlined in the "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion -Lower Tier Covered Transactions." IX. FUNDS MANAGEMENT The subrecipient must maintain funds received under this Agreement in separate ledger accounts and cannot mix these funds with other sources. The subrecipient must manage 09-AZDOHS-OPSG555421-01 Page 4 funds according to applicable federal regulations for administrative requirements, costs principles and audits. The subrecipient must maintain adequate business systems to comply with Federal requirements. The business systems that must be maintained are: • Financial Management • Procurement • Personnel • Property • Travel A system is adequate if it is 1) written; 2} consistently followed - it applies in all similar circumstances; and 3) consistently applied - it applies to all sources of funds. X. REPORTING REQUIREMENTS Regular reports by the subrecipient shall include: a) Programmatic Reports The subrecipient shall provide quarterly programmatic reports to-the AZDOHS within fifteen (15) working days of the last day of the quarter in which services are provided except for the final report which shall be submitted within forty-five (45) days. The subrecipient shall use the form provided by the AZDOHS to submit quarterly programmatic reports. The report shall contain such information as deemed necessary by the AZDOHS. The subrecipient shall use the Quarterly Programmatic Report Format template, which is posted at www.azdohs.gov. If the scope of the project has been fully comp-eted and implemented, and there will be no further updates, then the quarterly report for the quarter in which the project was completed will be sufficient as the final report. The report should be marked as final and should be inclusive of all necessary and pertinent information regarding the project as deemed necessary by the AZDOHS. b). Quarterly reports are due: January 15 (period October 1-December 31) April 15 (period January 1 -March 31) July 15 (period April 1 -June 30) October 15 (period July 1 -September 30) c) Financial Reimbursements The subrecipient shall provide as frequently as monthly but not less than quarterly requests for reimbursement. Reimbursements shall be submitted with the Reimbursement Form provided by AZDOHS staff. The subrecipient shall submit a final reimbursement for expenses received and invoiced prior to the end of the termination of this Agreement no more than forty-five (45) days after the end of the Agreement. Requests for reimbursement received later than the forty five (45) days after the Agreement #ermination will not be paid. The final reimbursement request as submitted shall be marked FINAL, and include a copy of the Property Control Form. All reports shall be submitted to the contact person as described in Paragraph XXXIX, NOTICES, of this Agreement. XI. ASSIGNMENT AND DELEGATION The subrecipient may not assign any rights hereunder without the express, prior written consent of both parties. 09-AZDdHS-0PSG-555421-01 Page 5 XII. AMENDMENTS Any change in this Agreement including but not limited to the Description of Services and budget described herein, whether by modification or supplementation, must be accomplished by a formal Agreement amendment signed and approved by and between the duly authorized representative of the subrecipient and the AZDOHS. Any such amendment shall specify: 1) an effective date; 2) any increases or decreases in the amount of the subrecipient's compensation if applicable; 3) be titled as an "Amendment,"and 4) be signed by the parties identified in the preceding sentence. -The subrecipient expressly and explicitly understands and agrees that no other method of communication, including any other document, correspondence, act, or oral communication by or from any person, shall be used or construed as an amendment or modification or supplementation to this Agreement. XIII. SUBCONTRACTORS The subrecipient may enter into written subcontract(s) for performance of certain of its functions under the contract in accordance with terms established in the State of Arizona procurement policy, OMB Circulars, Code of Federal Regulations, DHS guidance and DHS Program Guide. The subrecipient agrees and understand that no subcontract that the subrecipient enters into with respect to performance under this Agreement shall in any way relieve the subrecipient of any responsibilities for performance if its duties. The subrecipient shall give the AZDOHS immediate notice in writing by certified mail of any action or suit filed and prompt notice of any claim made against the subrecipient by any subcontractor or vendor which in the opinion of the subrecipient may result in litigation related in any way to the Agreement with the AZDOHS. XIV. OFFSHORE PERFORMANCE OF WORK PROHIBITED Due to security and identity protection concerns, all services provided and goods purchased under this Agreement shall be pertormed and located within the borders of the United States. All storage and processing of information shall be pertormed within the borders of the United States. This provision applies to work performed by subcontractors at all tiers. XV. AGREEMENT RENEWAL This Agreement shall not bind nor purport to bind either party for any contractual commitment in excess of the original Agreement period. XVI. RIGHT TO ASSURANCE If the AZDOHS in good faith has reason to believe that the subrecipient does not intend to, or is unable to perform or continue performing under this Agreement, the AZDOHS may demand in writing that the subrecipient give a written assurance of intent to pertorm. If the subrecipient fails to provide written assurance within the number of days specified in the demand, the AZDOHS, at its option, may terminate this Agreement. XVII. CANCELLATION FOR CONFLICT OF INTEREST The AZDOHS may, by written notice to the subrecipient, immediately cancel this Agreement without penalty or further obligation pursuant to A.R.S. § 38-511 if any person significantly involved in initiating, negotiating, securing, drafting or creating the Agreement on behalf of the State or its subdivisions (unit of local government) is an employee or agent of any other party in any capacity or a consultant to any other party to the Agreement with respect to the subject matter of the Agreement. Such cancellation shall be effective when the parties to the Agreement receive written notice from the AZDOHS, unless the notice specifies a later time. This Agreement is subject to cancellation by either party pursuant to A.R.S. § 38-511. XVIIF. THIRD PARTY ANTITRUST VIOLATIONS 09-AZDOHS-OPSG-555421-01 Page 6 The subrecipient assigns the State of Arizona any claim for overcharges resulting from antitrust violations to the extent that such violations concern materials or services supplied by third parties to subrecipient toward fulfillment of this Agreement. XIX. AVAILABILITY OF FUNDS Every payment obligation of the AZDOHS under this Agreement is conditioned upon the availability of funds appropriated or allocated for the payment of such obligations. If the funds are not allocated and available for the continuance of this Agreement, the AZDOHS may terminate this Agreement at the end of the period for which funds are available. No liability shall accrue to the AZDOFiS in the event this provision is exercised, and the AZDOHS shall not be obligated or liable for any future payments or for any damages as a result of termination under this paragraph, including purchases and/or contracts entered into by the subrecipient in the execution of this Agreement. XX. FORCE MAJEURE If either party hereto is delayed or prevented from the performance of any act required in this Agreement by reason of acts of God, strikes, lockouts, labor disputes, civil disorder, or other causes without fault and beyond the control of the party obligated, performance of such act will be excused for the period of the delay. XXI. PARTIAL INVALIDITY Any term or provision of this Agreement that is hereafter declared contrary to any current or future law, order, regulation, or rule, or which is otherwise invalid, shall be deemed stricken from this Agreement without impairing the validity of the remainder of this Agreement. XXII. ARBITRATION In the event of any dispute arising under this Agreement, written notice of the dispute must be provided to the other party within thirty (30) days of the events giving the rise to the dispute. The subrecipient agrees to terms specified in A.R.S. § 12-1518. XXIII. GOVERNING LAW AND CONTRACT INTERPRETATION a) This Agreement shall be governed and interpreted in accordance with the laws of the State of Arizona. b) This Agreement is intended by the parties as a final and complete expression of their agreement. No course of prior dealings between the parties and no usage of the trade shall supplement or explain any terms in this document. c) Either party's failure to insist on strict performance of any term or condition of the Agreement shall not be deemed a waiver of that term or condition even if the party accepting or acquiescing in the nonconforming performance knows of the nature of the performance and fails to object. XXIV. ENTIRE AGREEMENT This Agreement and its Exhibits constitute the entire Agreement between the parties hereto pertaining to the subject matter hereof and may not be changed or added to except by a writing signed by all parties hereto in conformity with Section X Reporting Requirements of this Agreement; provided, however, that the AZDOHS shall have the right to immediately amend this Agreement so that it complies with any new legislation, laws, ordinances, or Hales affecting this Agreement. The subrecipient agrees to execute any such amendment within ten (10) business days of its receipt. All prior and contemporaneous agreements, representations, and understandings of the parties, oral, written, pertaining to the subject matter hereof, are herby superseded or merged herein. 09-AZDOHS-OPSG-555421-01 Page 7 XXV. RESTRICTIONS ON LOBBYING The subrecipient shall not use funds made available to it under this Agreement to pay for, influence, or seek to influence any officer or employee of a State or Federal government. XXVI. LICENSING The subrecipient, unless otherwise exempted by law, shalt obtain and maintain all licenses, permits and authority necessary to pertorm those acts it is obligated to perform under this Agreement. XXVII. NON-DISCRIMINATION The subrecipient shall comply with all state and federal equal opportunity and non- discrimination requirements and conditions of employment, including the Americans with Disabilities Act, in accordance with A.R.S. Title 41, Ghapter 9, Article 4 and Executive Order 99-4, which mandates that all persons, regardless of race, color, religion, sex, age, national origin, disability or political affiliation, shall have equal access to employment opportunities. XXVIIt. SECTARIAN REQUESTS Funds disbursed pursuant to this Agreement may not be expended for any sectarian purpose or activity, including sectarian worship or instruction in violation of the United States or Arizona Constitutions. XXIX. SEVERABILITY The provisions of this Agreement are severable. Any term or condition deemed illegal or invalid shall not affect any other term or condition of the Agreement. XXX. ADVERTISING AND PROMOTION OF AGREEMENT The subrecipient shall not advertise or publish information for commercial benefit concernirig this Agreement without the written approval of the AZDOHS. XXXI. OWNERSHIP OF INFORMATION. PRINTED AND PUBLISHED MATERIAL The AZDOHS reserves the right to review and approve any publications funded or partially funded through this Agreement. All publications funded or partially funded through this Agreement shall recognize the AZDOHS and the U.S. Department of Homeland Security. The U.S. Department of Homeland Security and the AZDOHS shall have full and complete rights to reproduce, duplicate, disclose, perform, and otherwise use all materials prepared under this Agreement. The subrecipient agrees that any report, printed matter, or publication (written, visual, or sound, but excluding press releases, newsletters, and issue. analyses) issued by the subrecipient describing programs or projects funded in whole or in part with federal funds shall contain the following statement: "This project was supported by Federal Grant CFDA 97.008 awarded by the Arizona Department of Homeland Security. Points of view or opinions contained within this document are those of the author and do not necessarily represent the official position or policies of the U.S. Department of Homeland Security and the Arizona Department of Homeland Security." The subrecipient also agrees that one copy of any such publication, report, printed matter, or publication shall be submitted to the AZDOHS to be placed on file and distributed as appropriate to other potential sub-grantees or interested parties. The AZDOHS may waive the 09-AZDOHS-OPSG-555421-01 Page 8 requirement for submission of any specific publication upon submission of a request providing jusfification from the subrecipient. The AZDOHS and the subrecipient recognize that research resulting from this Agreement has the. potential to become public information. However, prior to the termination of this Agreement, the subrecipient agrees that no research-based data resulting from this Agreement shall be published or otherwise distributed in any form without express written permission from the AZDOHS and possibly the U.S. Department of Homeland Security. It is also agreed that any report or printed matter completed as a part of this agreement is a work for hire and shall not be copyrighted by the subrecipient. XXXII. CLOSED-CAPTIONING OF PUBLIC SERVICE ANNOUNCEMENTS Any television public service announcement that is produced or funded in whole or in part by the subrecipient shall include closed captioning of the verbal content of such announcement. XXXII I. INDEMNIFICATION Contractor shall indemnify, defend, save and hold harmless the State of Arizona, its departments, agencies, boards, commissions, universities and its officers, officials, agents, and employees (hereinafter referred to as "Indemnitee") from and against any and all claims, actions, liabilities, damages, losses, or expenses {including court costs, attorneys' fees, and costs of claim processing, investigation and litigation) (hereinafter referred to as "Claims") for bodily injury or personal injury (including death), or loss or damage to tangible or intangible property caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of Contractor or any of its owners, officers, directors, agents, employees or subcontractors. This indemnity includes any claim or amount arising out of or recovered under the Workers' Compensation Law or arising out of the failure of such contractor to conform to any Federal, state or local law, statute, ordinance, rule, regulation or court decree. It is the specific intention of the parties that the Indemnitee shall, in all instances, except for Claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by Contractor from and against any and all claims. It is agreed that Contractor will be responsible for primary loss investigation, defense and judgment costs where this indemnification is applicable. In consideration of the award of this contract, the Contractor agrees to waive all rights of subrogation against the State of Arizona, its officers, officials, agents and employees for losses arising from the work performed by the Contractor for the State of Arizona. XXXIV.TERMINATION a) All.parties reserve the right to terminate the Agreement in whole or in part due to the failure of the subrecipient or the grantor to comply with any term or condition of the Agreement, to acquire and maintain all required insurance policies, bonds, licenses and permits or to make satisfactory progress irr pertorming the Agreement. The staff of either party shall provide a written thirty (30) day advance notice of the termination and the reasons for it. b) If the subrecipient chooses to terminate the contract before the grant deliverables have been met, then the AZDOHS reserves the right to collect all reimbursements distributed to the subrecipient c) The AZDOHS may, upon termination of this Agreement, procure on terms and in the manner that it deems appropriate materials or services to replace those under this Agreement. The subrecipient shall be liable to the AZDOHS for any excess costs incurred by the AZDOHS in procuring materials ar services in substitution for those due from the subrecipient. 09-AZDOHS-OPSG-555421-01 Page 9 • ,, XXXV. CONTINUATION OF PERFORMANCE THROUGH TERMINATION The subrecipient shall continue to pertorm in accordance with the requirements of the agreement up to the date of termination as directed in the termination notice. XXXVI. PARAGRAPH HEADINGS The paragraph headings in this agreement are for convenience of reference only and do not define, limit, enlarge, or otherwise affect the scope, construction, or interpretation of this agreement or any of its provisions. XXXVII. COUNTERPARTS This Agreement may be executed in any number of counterparts, copies, or duplicate originals. Each such counterpart, copy, or duplicate original shall be deemed an original, and collectively they shall constitute one agreement. XXXVIII. AUTHORITY TO EXECUTE THIS AGREEMENT Each individual executing this Agreement on behalf of subrecipient represents and warrants that he or she is duly authorized to execute this Agreement. XXXIX. SPECIAL CONDTIONS a). The grantee and subrecipient must comply with the most recent version of the Administrative Requirements, Cost Principles, and Audit requirements. b). The recipient acknowledges that GPD and AZDOHS reserves aroyalty-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 (2) any rights of copyright to which a recipient or sub-recipient purchases ownership with Federal support. The recipient agrees to consult with GPD regarding the allocation of any patent rights tha tarise from, or are purchased with, this funding. c). The recipient agrees that all publications created 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." d). The subrecipient 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. e). To the extent that recipients of a grant use contractors or subcontractors, such recipients shall use small, minority, women-owned or disadvantaged business concerns and contractors or subcontractors to the extent practicable. f). The recipient is prohibited from transferring. funds between programs (State Homeland Security Program, Urban Area Security Initiative, Citizen Corps Program, and Metropolitan Medical Response System). 09-AZDOHS-OPSCr555421-01 Page 10 XL. NOTICES Any and all notices, requests, demands or communications by either party to this Agreement, pursuant to or in connection with this Agreement shall be in writing and shall be delivered in person or shall be sent to respective parties at the following addresses: Arizona Department of Homeland Security 1700 West Washington, Suite 210 Phoenix, AZ 85007 The subrecipient shall address all programmatic notices relative to this Agreement to the appropriate AZDOHS staff member; contact information at www.azdohs.gov. The subrecipient shall submit reimbursement requests relative to this Agreement to the appropriate AZDOHS staff member; contact information at www.azdohs.gov. AZDOHS shall address all notices relative to this Agreement to: T. VanHook, Community Development Director Town of Marana 11555 West Civic Center Drive Marana, Arizona 85653 XLI. IN WITNESS WHEREOF The parties hereto agree to execute this Agreement. FOR AND BEHALF OF THE Town of Maran Gilbe avi own, Manager l~/~/~~ Date FOR AND BEHALF OF THE Arizona De artment of elan Security Gilbert M. Orrantia, Director ~o ~ ~ D Date (Please be sure to complete and mail two original documents to the Arizona Department of Homeland Security.) 09-AZDOHS-OPSG-555421-01 Page 11 SUBGRANTEE AGREEMENT 09-AZDOHS-OPSG- 555421-02 Between The Arizona Department of Homeland Security And Town of Marana WHEREAS, A.R.S. § 41-4254 charges the Arizona Department of Homeland Security (AZDOHS) with the responsibility of administering funds. THEREFORE, it is agreed that the AZDOHS shall provide funding to the Town of Marana (subrecipient) for services under the terms of this Grant Agreement. I. PURPOSE OF AGREEMENT The purpose of this Agreement is to specify the responsibilities and procedures for the subrecipient's role in administering homeland security grant funds. II. TERM OF AGREEMENT. TERMINATION AND AMENDMENTS This Agreement shall become effective on October 1, 2009 and shall terminate on September 30, 2010. III. DESCRIPTION OF SERVICES The subrecipient shall provide the services for the State of Arizona, Arizona Department of Homeland Security as approved in the grant application titled, "Operation Stonegarden - Equipment" and funded at $40,376 (as may have been modified by the award letter). IV. MANNER OF FINANCING The AZDOHS shall: a~ Provide up to $40,376 to the subrecipient far services provided under Paragraph III. b) Payment made by the AZDOHS to the subrecipient shall be on a reimbursement basis only and is conditioned upon receipt of proof of payment and applicable, accurate and complete reimbursement documents, as deemed necessary by the AZDOHS, to be submitted by the subrecipient. A listing of acceptable documentation can be found at www.azdohs.gov. Payments will be contingent upon receipt of all reporting requirements of the subrecipient under this Agreement. V. FISCAL RESPONSBILITY It is understood and agreed that the total amount of the funds used under this Agreement shall be used for the project(s) and scope of work outlined in this Agreement. Therefore, should the project not be completed, be partially completed the subrecipient shall reimburse said funds directly to AZDOHS immediately, or be completed at a lower cost than the original budget called for, the amount reimbursed to the subrecipient shall be for only the amount of dollars actually spent by the subrecipient. For any funds received under this Agreement for which expenditure is disallowed by an audit exemption by the AZDOHS, the State, or Federal government, the subrecipient shall reimburse said funds directly to the AZDOHS immediately. 09-AZDOHS-OPSG- 555421-02 Page 1 VI. FINANCIAL AUDIT/PROGRAMTIC MONTIORING The subrecipient agrees to terms specified in A.R.S. § 35-214 and §35-215. a) In addition, in compliance with the Federal Single Audit Act (31 U.S.C. par., 7501-7507), as amended by the Single Audit Act Amendments of 1996 (P.L. 104 to 156), the subrecipient must have an annual audit conducted in accordance with OMB Circular #A- 133 ("Audits of States, Local Governments, and Non-profit Organizations") if the subrecipient expends more than $500,000 from federal awards. If the subrecipient has expended more than. $500,000 in federal dollars, a copy of the subrecipient's audit report for the previous fiscal year must be submitted to the AZDOHS for review within thirty (30) days of signing this Agreement. b) Subrecipients will be monitored periodically by AZDOHS staff, both programmatically and financially, to ensure that the project goals, objectives, performance requirements, timelines, milestone completion, budgets, and other related program criteria are being met. Monitoring will be accomplished through a combination of office-based reviews and onsite monitoring visits. Monitoring will involve the 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. VII. APPLICABLE FEDERAL REGULATIONS The subrecipient must comply with the grant guidance, Office of Management and Budget (OMB) Circulars Code of Federal Regulations (CFR) and other federa{ guidance including but not limited to: a) 44 CFR Chapter 1, Federal Emergency Management Agency, Department of Homeland Security at http://www.access.apo.c~ov/nara/cfr/waisidx 07/44cfrv1 07.html. b) 2 CFR 225 Cost Principles for State, Local & Indian Tribal Governments, formery OMB, at http://www.access.gpo.aov/nara/cfr/waisidx 07/2cfr225 07 html. Cost Principles: 2 CFR Part 225, State and Local Governments; 2 CFR Part 220, Educational Institutions; 2 CFR Part 230, Non-Profit Organizations; Federal Acquisition Regulation Sub-part 31.2, Contracts with Commercial Organizations. OMB Circular A-133, Audits of States, Local Governments, and Non-Profit Organizations, at http://www.whitehouse.aov/omb/circulars/a133/a133 html. c) 44 CFR part 13, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and local governments (formerly OMB Circular A-102 at http://149.168.212.15/mitigatioNLibrary/44 CFR-Part 13 Ddf U.S. Department of Homeland Security Authorized Equipment List (AEL) available at https://www.rkb.mipt.org/ael.cfm 2 CFR Part 215, Institutions of Higher Education, Hospitals and Other Non-Profit Organizations. d) 28 CFR applicable to grants and cooperative agreements including Part ll, Applicability of Office of Management and Budget Circulators; Part 18, Administrative Review Procedure; Part 20 Criminal Justice Information Systems; Part 22, Confidentiality of Identifiable Research and Statistical information; Part 23, Criminal Intelligence System Operating Policies; Part 42, Non-discrimination Equal Employment Opportunities Policies and Procedures; Part 61, Procedures for Implementing the national Environmental Policy Act; Part 63, Floodplain Management and Wetland Protection Procedures; and Part 66. Included within the above mentioned guidance documents are provisions for the following: 09-AZDOHS-OPSG 555421-02 Page 2 NIMSCAST The subrecipient agrees to complete the National Incident Management System Compliance Assistance Support Tool (NIMSCAST) and remain in compliance. Environmental Planning and Historic Preservation The recipient shall comply with all applicable Federal, State, and local environmental and historic preservation (EHP) requirements and shall provide any information requested by FEMA to ensure compliance with applicable laws including: National Environmental Policy Act, National Historic Preservation Act, Endangered Species Act, and. Executive Orders on Floodplains (11988), Wetlands (11990) and Environmental Justice (12898). Failure of the recipient to,meet Federal, State, and local EHP requirements and obtain applicable permits may jeopardize Federal funding. Recipient shall not undertake any project having the potential to impact EHP resources without the prior approval of FEMA, including but not limited to communications towers, physical security enhancements, new construction, and modifications to buildings that are 50 years old or greater. Recipient must comply with all conditions placed on the project as the result of the EHP review. Any change to the approved project scope of work will require re-evaluation for compliance with these EHP requirements. If ground disturbing activities occur during project implementation, the recipient must ensure monitoring of ground disturbance and if any potential archeological resources arc discovered, the recipient will immediately cease construction in that area and notify FEMA and the appropriate State Historic Preservation Office. Any construction activities that have been initiated prior to the full environmental and historic preservation review will result in anon-compliance finding. Consultants Billings for consultants must include at a minimum: a description of services; dates of services; number of hours for services performed; rate charged for services; and, the total cost of services performed. Consultant costs must be within the prevailing. rates, must be obtained under consistent treatment with the procurement policies of the sub-grantee and 44 CFR Chapter 1 part 13 and should not exceed the maximum of $450.00 per day per consultant unless prior written approval is granted by the AZDOHS. Personnel and Travel Costs Personnel and Travel costs must be consistent with the subrecipient's policies and procedures and must be applied uniformly to both federally financed and other activities of the agency. At no time can the subrecipient's policies exceed the state rate established by the Arizona Department of Administration, General Accounting Office Travel Policies: http://www. gao. state. az Nonsupplanting Agreement The subrecipient shall not use funds to supplant state or local funds or other resources that would otherwise have been made available for this program/project. Further, if a position created by a grant is filled from within, the vacancy created by this action must be filled within 30 days. If the vacancy is not filled within 30 days, the sub-grantee must stop charging the grant for the new position. Upon filling the vacancy, the sub-grantee may resume charging for the grant position. E-Verify Compliance requirements for A.R.S. § 41-4401-immigration laws and E-Verify requirement. a) The Contractor warrants compliance with all Federal immigration laws and regulations relating to employees and warrants its compliance with Section A.R.S. § 23-214, Subsection A. (That subsection reads: "After December 31, 2007, every employer, after hiring an employee, shall verify the employment eligibility of the employee through the E- Verify program.) 09-AZDOHS-OPSG- 555427-02 Page 3 b) A breach of a warranty regarding compliance with immigration laws and regulations shall be deemed a material breach of the contract and the Contractor may be subject to penalties up to and including termination of the Agreement. c) The Department retains the legal right to inspect the papers of any employee who works on the Agreement to ensure that the Contractor or subcontractor is complying with the warranty under paragraph 8(a). Property Control Effective control and accountability must be maintained for all property. The subrecipient must adequately safeguard all such property and must assure that it is used solely for authorized purposes as described in the guidance and application. The subrecipient shall exercise caution in the use, maintenance, protection and preservation of such property. Terms used in this subpart have the following meaning (See also Reclamation Supplement to Federal Property Management Regulations, Part 60 Property Accountability, Subpart 114S- 60.4 Classification of Property). a) Nonexpendable property is property which has a continuing use, is not consumed in use, is of a durable nature with an expected service life of one or more years, has an acquisition cost of $300 or more, and does not become a fixture or lose its identity as a component of other equipment or plant. b) At the time when the final request for reimbursement is submitted, the subrecipient must file with the AZDOHS a copy of the Property Control Record Form listing all such property acquired with grant funds. The subrecipient agrees to be subject to equipment monitoring and auditing by state or federal authorized representatives for verification of information. c) Equipment shall be used by the subrecipient in the program or project for which it was acquired as long as needed, whether or not the program or project continues to be supported by federal grant funds. When use of the property for project activities is discontinued, the subrecipient shall request in writing disposition instructions from the AZDOHS before actual disposition of the property. Theft, destruction, or loss of property shall be reported to the AZDOHS immediately. Allowable Costs The allowability of costs incurred under this agreement shall be determined in accordance with the general principles of allow ability and standards for selected cost items as set forth in the applicable OMB Circulars, Code of Federal Regulations, authorized equipment list and guidance documents referenced above. VIII. DEBARMENT CERTIFICATION The subrecipient agrees to comply with the Federal Debarment and Suspension regulations as outlined in the "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion -Lower Tier Covered Transactions." IX. FUNDS MANAGEMENT The subrecipient must maintain funds received under this Agreement in separate ledger accounts and cannot mix these funds with other sources. The subrecipient must manage funds according to applicable federal regulations for administrative requirements, costs principles and audits. The subrecipient must maintain adequate business systems to comply with Federal requirements. The business systems that must be maintained are: 09-AZDOHS-OPSG- 555421-02 Page 4 • Financial Management • Procurement • Personnel • Property • Travel A system is adequate if it is 1) written; 2) consistently followed - it applies in all similar circumstances; and 3) consistently applied - it applies to all sources of funds. X. REPORTING REQUIREMENTS Regular reports by the subrecipient shall include: a) Programmatic Reports _ The subrecipient shall provide quarterly programmatic reports to the AZDOHS within fifteen (15) working days of the last day of the quarter in which services are provided except for the final report which shall be submitted within forty-five (45) days. The subrecipient shall use the form provided by the AZDOHS to submit quarterly programmatic reports. The report shall contain such information as deemed necessary by the AZDOHS. The subrecipient shall use the Quarterly Programmatic Report Format template, which is posted at www.azdohs.,gov. If the scope of the project has been fully completed and implemented, and there will be no further updates, then the quarterly report for the quarter in which the project was completed will be sufficient as the final report. The report should be marked as final and should be inclusive of all necessary and pertinent information regarding the project as deemed necessary by the AZDOHS. b} Quarterly reports are due: January 15 (period October 1-December 31) April 15 (period January 1 -March 31) July 15 (period April 1 -June 30) October 15 (period July 1 -September 30) c) Financial Reimbursements The subrecipient shall provide as frequently as monthly but not less than quarterly requests for reimbursement. Reimbursements shall be submitted with the Reimbursement Form provided by AZDOHS staff. The subrecipient shall submit a final reimbursement for expenses received and invoiced prior to the end of the termination of this Agreement no more than forty-five (45) days after the end of the Agreement. Requests for reimbursement received later than the forty-five (45) days after the Agreement termination will not be paid. The final reimbursement request as submitted shall be marked FINAL, and include a copy of the Property Control Form. All reports shall be submitted to the contact person as described in Paragraph XXXIX, NOTICES, of this Agreement. XI. ASSIGNMENT AND DELEGATION The subrecipient may not assign any rights hereunder without the express, prior written consent of both parties. XII. AMENDMENTS Any change in this Agreement including but not limited to the Description of Services and budget described herein, whether by modification or supplementation, must be accomplished by a formal Agreement amendment signed and approved by and between the duly authorized representative of the subrecipient and the AZDOHS. 09-AZDOHS-OPSG- 555421-02 Page 5 Any such amendment shall specify: 1) an effective date; 2) any increases or decreases in the amount of the subrecipient's compensation if applicable; 3) be titled as an "Amendment,"and 4) be signed by the parties identified in the preceding sentence. The subrecipient expressly and explicitly understands and agrees that no other method of communication, including any other document, correspondence, act, or oral communication by or from any person, shall be used or construed as an amendment or modification or supplementation to this Agreement. XIII. SUBCONTRACTORS The subrecipient may enter into written subcontract(s) for performance of certain of its functions under the contract in accordance with terms established in the State of Arizona procurement policy, OMB Circulars, Code of Federal Regulations, DHS guidance and DHS Program Guide. The subrecipient agrees and understand that no subcontract that the subrecipient enters into with respect to performance under this Agreement shall in any way relieve the subrecipient of any responsibilities for performance if its duties. The subrecipient shall give the AZDOHS immediate notice in writing by certified mail of any action or suit filed and prompt notice of any claim made against the subrecipient by any subcontractor or vendor which in the opinion of the subrecipient may result in litigation related in any way to the Agreement with the AZDOHS. XIV. OFFSHORE PERFORMANCE OF WORK PROHIBITED Due to security and identity protection concerns, all services provided and goods purchased under this Agreement shall be performed and located within the borders of the United States. All storage and processing of information shall be performed within the borders of the United States. This provision applies to work performed by subcontractors at all tiers. XV. AGREEMENT RENEWAL This Agreement shall not bind nor purport to bind either party for any contractual commitment in excess of the original Agreement period. XVI. RIGHT TO ASSURANCE If the AZDOHS in good faith has reason to believe that the subrecipient does not intend to, or is unable to perform or continue performing under this Agreement, the AZDOHS may demand in writing that the subrecipient give a written assurance of intent to perform. If the subrecipient fails to provide written assurance within the number of days specified in the demand, the AZDOHS, at its option, may terminate this Agreement. XVII. CANCELLATION FOR CONFLICT OF INTEREST The AZDOHS may, by written notice to the subrecipient, immediately cancel this Agreement without penalty or further obligation pursuant to A.R.S. § 38-511 if any person significantly involved in initiating, negotiating, securing, drafting or creating the Agreement on behalf of the State or its subdivisions (unit of local government) is an employee or agent of any other party in any capacity or a consultant to any other party to the Agreement with respect to the subject matter of the Agreement. Such cancellation shall be effective when the parties to the Agreement receive written notice from the AZDOHS, unless the notice specifies a later time. This Agreement is subject to cancellation by either party pursuant to A.R.S. § 38-511. XVIII. THIRD PARTY ANTITRUST VIOLATIONS The subrecipient assigns the State of Arizona any claim for overcharges resulting from antitrust violations to the extent that such violations concern materials or services supplied by third parties to subrecipient toward fulfillment of this Agreement. 09-AZDOHS-OPSG- 555429-02 Page 6 XIX. AVAILABILITY OF FUNDS Every payment obligation of the AZDOHS under this Agreement is conditioned upon the availability of funds appropriated or allocated for the payment of such obligations. If the funds are not allocated and available for the continuance of this Agreement, the AZDOHS may terminate this Agreement at the end of the period for which funds are available. No liability shall accrue to the AZDOHS in the event this provision is exercised, and the AZDOHS shall not be obligated or liable for any future payments or for any damages as a result of termination under this paragraph, including purchases and/or contracts entered. into by the subrecipient in the execution of this Agreement. XX. FORCE MAJEURE If either party hereto is delayed or prevented from the performance of any act required in this Agreement by reason of acts of God, strikes, lockouts, labor disputes, civil disorder, or other causes without fault and beyond the control of the party obligated, performance of such act will be excused for the period of the delay. XXI. PARTIAL INVALIDITY Any term or provision of this Agreement that is hereafter declared contrary to any current ar future law, order, regulation, or rule, or which is otherwise invalid, shall be deemed stricken from this Agreement without impairing the validity of the remainder of this Agreement. XXII. ARBITRATION In the event of any dispute arising under this Agreement, written notice of the dispute must be provided to the other party within thirty (30) days of the events giving the rise to the dispute. The subrecipient agrees to terms specified in A.R.S. § 12-1518. XXIII. GOVERNING LAW AND CONTRACT INTERPRETATION a) This Agreement shall be governed and interpreted in accordance with the laws of the State of Arizona. b) This Agreement is intended by the parties as a final and complete expression of their agreement. No course of prior dealings between the parties and no usage of the trade shall supplement or explain any terms in this document. c) Either party's failure to insist on strict performance of any term or condition of the Agreement shall not be deemed a waiver of that term or condition even if the party accepting or acquiescing in the nonconforming performance knows of the nature of the performance and fails to object. XXIV. ENTIRE AGREEMENT This Agreement and its Exhibits constitute the entire Agreement between the parties hereto pertaining to the subject matter hereof and may not be changed or added to except by a writing signed by all parties hereto in conformity with Section X Reporting. Requirements of this Agreement; provided, however, that the AZDOHS shall have the right to immediately amend this Agreement so that it complies with any new legislation, laws, ordinances, or rules affecting this Agreement. The subrecipient agrees to execute any such amendment within ten (10) business days of its receipt. All prior and contemporaneous agreements, representations, and understandings of the parties, oral, written, pertaining to the subject matter hereof, are herby superseded or merged herein. XXV. RESTRICTIONS ON LOBBYING The subrecipient shall not use funds made available to it under this Agreement to pay for, influence, or seek to influence any officer or employee of a State or Federal government. 09-AZDOHS-OPSG- 555421-02 Page 7 XXVI. LICENSING The subrecipient, unless otherwise exempted by law, shall obtain and maintain all licenses, permits and authority necessary to perform those acts it is obligated to pertorm under this Agreement. XXVII. NON-DISCRIMINATION The subrecipient shall comply with all state and federal equal opportunity and non- discrimination requirements and conditions of employment, including the Americans with Disabilities Act, in accordance with A.R.S. Title 41, Chapter 9, Article 4 and Executive Order 99-4, which mandates that all persons, regardless of race, color, religion, sex, age, national origin, disability or political affiliation, shall have equal access to employment opportunities. XXVIII. SECTARIAN REQUESTS Funds disbursed pursuant to this Agreement may not be expended for any sectarian purpose or activity, including sectarian worship or instruction in violation of the United States or Arizona Constitutions. XXIX. SEVERABILITY The provisions of this Agreement are severable. Any term or condition deemed illegal or invalid shall not affect any other term or condition of the Agreement. XXX. ADVERTISING AND PROMOTION OF AGREEMENT The subrecipient shall not advertise or publish information for commercial benefit concerning this Agreement without the written approval of the AZDOHS. XXXI. OWNERSHIP OF INFORMATION, PRINTED AND PUBLISHED MATERIAL The AZDOHS reserves the right to review and approve any publications funded or partially funded through this Agreement. All publications funded or partially funded through this Agreement shall recognize the AZDOHS and the U.S. Department of Homeland Security. The U.S. Department of Homeland Security and the AZDOHS shall have ful[ and complete rights to reproduce, duplicate, disclose, perform, and otherwise use all materials prepared under this Agreement. The subrecipient agrees that any report, printed matter, or publication (written, visual, or sound, but excluding press releases, newsletters, and issue analyses) issued by the subrecipient describing programs or projects funded in whole or in part with federal funds shall contain the following statement: "This project was supported by Federal Grant CFDA 97.008 awarded by the Arizona Department of Homeland Security. Points of view or opinions contained within this document are those of the author and do not necessarily represent the official position or policies of the U.S. Department of Homeland Security and the Arizona Department of Homeland Security. The subrecipient also agrees that one copy of any such publication, report, printed matter, or publication shall be submitted to the AZDOHS to be placed on file and distributed as appropriate to other potential sub-grantees or interested parties. The AZDOHS may waive the requirement for submission of any specific publication upon submission of a request providing justification from the subrecipient. 09-AZDOHS-OPSG 555421-02 page g The AZDOHS and the subrecipient recognize that research resulting from this Agreement has the potential to become public information. However, prior to the terminatian of this Agreement, the subrecipient agrees that no research-based data resulting from this Agreement shall be published or otherwise distributed in any form without express written permission from the AZDOHS and possibly the U.S. Department of Homeland Security. It is also agreed that any report or printed matter completed as a part of this agreement is a work for hire and shall not be copyrighted by the subrecipient. XXXII. CLOSED-CAPTIONING OF PUBLIC SERVICE ANNOUNCEMENTS Any television public service announcement that is produced or funded in whole or in part by the subrecipient shall include closed captioning of the verbal content of such announcement. XXXIII. INDEMNIFICATION Contractor shalt indemnify, defend, save and hold harmless the State of Arizona, its departments, agencies, boards, commissions, universities and its officers, officials, agents, and employees (hereinafter referred to as "Indemnitee") from and against any and all claims, actions, liabilities, damages, losses, or expenses (including court costs, attorneys' fees, and costs of claim processing, investigation and litigation) (hereinafter referred to as "Claims") for bodily injury or personal injury (including death), or loss or damage to tangible or intangible property caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of Contractor or any of its owners, officers, directors, agents, employees or subcontractors. This indemnity includes any claim or amount arising out of or recovered under the Workers' Compensation Law or arising out of the failure of such contractor to conform to any Federal, state or local law, statute, ordinance, rule, regulation or court decree. It is the specific intention of the parties that the Indemnitee shall, in all instances, except for Claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by Contractor from and against any and all claims. It is agreed that Contractor will be responsible for primary loss investigation, defense and judgment costs where this indemnification is applicable. In consideration of the award of this contract, the Contractor agrees to waive all rights of subrogation against the State of Arizona, its officers, officials, agents and employees for losses arising from the work performed by the, Contractor for the State of Arizona. XXXIV.TERMINATION a) All parties reserve the right to terminate the Agreement in whole or in part due to the failure of the subrecipient or the grantor to comply with any term or condition of the Agreement, to acquire and maintain all required insurance policies, bonds, licenses and permits or to make satisfactory progress in performing the Agreement. The staff of either party shall provide a written thirty (30) day advance notice of the termination and the reasons for it. b) If the subrecipient chooses to terminate the contract before the grant deliverables have been met, then the AZDOHS reserves the right to collect all reimbursements distributed to the subrecipient. c) The AZDOHS may, upon termination of this Agreement, procure on terms and in the manner that it deems appropriate materials or services to replace those under this Agreement. The subrecipient shall be liable to the AZDOHS for any excess costs incurred by the AZDOHS in procuring materials or services in substitution for those due from the subrecipient. 09-AZDOHS-OPSG- 555421-02 Page 9 XXXV. CONTINUATION OF PERFORMANCE THROUGH TERMINATION The subrecipient shall continue to perform in accordance with the requirements of the agreement up to the date of termination as directed in the termination notice. XXXVI. PARAGRAPH HEADINGS The paragraph headings in this agreement are for convenience of reference only and do not define, limit, enlarge, or otherwise affect the scope, construction, or interpretation of this agreement or any of its provisions. XXXVII. COUNTERPARTS This Agreement may be executed in any number of counterparts, copies, or duplicate originals. Each such counterpart, copy, or duplicate original shall be deemed an original, and collectively they shall constitute one agreement. XXXVIII. AUTHORITY TO EXECUTE THIS AGREEMENT Each individual executing this Agreement on behalf of subrecipient represents and warrants that he or she is duly authorized to execute this Agreement. XXXIX. SPECIAL CONDTIONS a). The grantee and subrecipient must comply with the most recent version of the Administrative Requirements, Cost Principles, and Audit requirements. b). The recipient acknowledges that GPD and AZDOHS reserves aroyalty-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 (2) any rights of copyright to which a recipient orsub-recipient purchases ownership with Federal support. The recipient agrees to consult with GPD regarding the allocation of any patent rights tha tarise from, or are purchased with, this funding. c). The recipient agrees that all publications created 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." d). The subrecipient 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. e). To the extent that recipients of a grant use contractors or subcontractors, such recipients shall use small, minority, women-owned or disadvantaged business concerns and contractors or subcontractors to the extent practicable. f). The recipient is prohibited from transferring funds between programs (State Homeland Security Program, Urban Area Security Initiative, Citizen Corps Program, and Metropolitan Medical Response System). 09-AZDOHS-OPSG- 555421-02 Page 10 XL. NOTICES. Any and al! notices, requests, demands or communications by either party to this Agreement, pursuant to or in connection with this Agreement shall be in writing and shall be delivered in person or shall be sent to respective parties at the following addresses: Arizona Department of Homeland Security 1700 West Washington, Suite 210 Phoenix, AZ 85007 The subrecipient shall address ali programmatic notices relative to this Agreement to the appropriate AZDOHS staff member; contact information at www.azdohs.gov. The subrecipient shall submit reimbursement requests relative to this Agreement to the appropriate AZDOHS staff member; contact information at www.azdohs.gov. AZDOHS shall address aU notices relative to this Agreement to: T. VanHook, Community Development Director Town of Marana 11555 West Civic Center Drive Marana, Arizona 85653 XLI. IN WITNESS WHEREOF The parties hereto agree to execute this Agreement. FOR AND BEHALF OF THE Town of Maran ~ ~ Gilbert idson, wn~Manager i~17/d~ Date FOR AND BEHALF OF THE Arizona Department of Homel d Security - ~ Gilbert M. Orrantia, Director ~~ ~~ Date (P/ease be sure to complete and mail two original documents to the Arizona Department of Homeland Security.) 09-AZDOHS-OPSG- 555421-02 Page 11