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HomeMy WebLinkAboutAGMT - Anaheim City of PD (Grant Funding FY2016 Program Prepare Communities for Complex Coordinated Terrorist Attacks CCTA)14 1 City of Anaheim OFFICE OF THE CITY ATTORNEY May 28, 2020 City of Seal Beach Attn: Joe Garcia 911 Seal Beach Blvd. Seal Beach, CA 90740 Re: Subaward Agreement FY 2016 CCTA Grant Gentlepersons: Enclosed herewith is a completely executed copy of the Agreement between City of Seal Beach and the City of Anaheim. By copy of this letter, if the agreement provides for payment by the City Finance Department the City is legally authorized to make payment for such work hereinafter performed pursuant to said Agreement. Very truly yours, ROBERT FABELA, CITY ATTORNEY By: _ �=MN4 k1l : ROBEItT FABELA City Attorney c: Police Department - Jennifer Wann 137959 200 S. Anaheim Blvd., Suite 356 Anaheim, California 92805 TEL (714)765-5169 FAX (714)765-5123 www.anaheim.net SUBAWARD AGREEMENT Subrecipient: CITY SEAL BEACH Title: FY 2016 Program to Prepare Communities for Complex Coordinated Terrorist Attacks (CCTA) Grant City Contract Number o%►dw%L - Q-og7 TABLE OF CONTENTS Section Section Title Paqe Number Number I. GENERAL INFORMATION §1.1 Federal Award Information..................................................................................1 §1.2 Subaward Information and Period of Performance.............................................1 §1.3 Parties and Notice...............................................................................................2 §1.4 Authorities........................................................................................................... 2 II. SUBAWARD TERMS AND CONDITIONS §2.1 Summary of Requirements.................................................................................. 4 §2.2 City Adminstrative Requirements........................................................................ 4 §2.3 DHS Requirements............................................................................................. 6 §2.4 Uniform Requirements for Federal Awards......................................................... 9 III. STANDARD PROVISIONS §3.1 Independent Party.............................................................................................14 §3.2 Construction of Provisions and Title Herein......................................................14 §3.3 Applicable Law, Interpretation and Enforcement...............................................14 §3.4 Integrated Agreement....................................................................................... 14 §3.5 Excusable Delays.............................................................................................. 15 §3.6 Breach...............................................................................................................15 §3.7 Prohibition Against Assignment and Delegation................................................15 §3.8 Indemnification..................................................................................................15 §3.9 Subcontractor Assurances................................................................................16 §3.10 Remedies for Noncompliance...........................................................................16 §3.11 Termination.......................................................................................................16 §3.12 Amendments.....................................................................................................17 §3.13 Complete Agreement........................................................................................17 SignaturePage..............................................................................................18 CCTA 16 Subaward Agreement EXHIBITS Exhibit A DHS Agreement Articles Exhibit B FY 2016 Program to Prepare Communities for Complex Coordinated Terrorist Attacks (CCTA) Notice of Funding Opportunity Exhibit B Modification Request and Reimbursement Request Forms CCTA 16 Subaward Agreement ii AGREEMENT NUMBER OF CITY CONTRACTS BETWEEN THE CITY OF ANAHEIM AND THE CITY SEAL BEACH THIS SUBAWARD AGREEMENT ("Agreement' or "Contract") is made and entered into by and between the City of Anaheim, a municipal corporation (the "City"), and the <<SubRecipient name>>, a municipal corporation (the "Subrecipient'). In consideration of the mutual covenants set forth herein and the mutual benefits to be derived therefrom, the City and Subrecipient (each a "Party" and collectively, the "Parties") agree as follows: GENERAL INFORMATION §1.1 Federal Award Information The "Federal award" (as such term is defined in the Code of Federal Regulations ("CFR"), 2 CFR §200.38, and used in this Agreement) is the Fiscal Year (FY) 2016 Program to Prepare Communities for Complex Coordinated Terrorist Attacks (CCTA), FAIN # DHS -16 -NPD -133-00-01, CFDA #97.133, Federal Award Date September 1, 2017. The "Federal awarding agency" (as such term is defined in 2 CFR §200.36 and used in this Agreement) is the United States Department of Homeland Security("DHS") Federal Emergency Management Agency ("FEMA"). The City of Los Angleles was the successful applicant for the Federal award, and the City of Anaheim received a percentage of the Federal award as a subrecipient of Los Angeles. Anaheim is, in turn, subawarding the funds it received to Subrecipient under the terms sef forth herein, and is acting as the pass-through entity for this subaward of the Federal award to Subrecipient. §1.2 Subaward Information and Period of Performance Subrecipient hereby accepts the following subaward ("Subaward") of the Federal award upon the terms and conditions set forth in this Agreement: Subaward amount: $1,106 Subaward Period of Performance ("Term"): March 19, 2019 to June 30, 2020 Match Requirement: None The term of this Agreement shall be the "Term" as set forth in this Section 1.2. CCTA 16 Subaward Agreement §1.3 Parties and Notice The Parties to this Agreement, and their respective representatives who are authorized to administer this Agreement and to whom formal notices, demands and communications shall be given are as follows: Party: Authorized Representative: Authorized Department: Address, Phone, Fax, E-mail: Party: Authorized Representative: Authorized Department: Address, Phone, E-mail: City of Anaheim Richard LaRochelle, Jr Anaheim Police Department 425 S. Harbor Blvd Anaheim, CA 92805 Phone: (714) 765-3833 Email: rlarochelle@anaheim.net CITY „SEAL BEACH Q1�1 S�a+►_3`�� �� Ste.;,%90A C; 5F_%�-WC A, _COV Formal notices, demands and communications to be given hereunder by either Party shall be made in writing and may be effected by personal delivery or by registered or certified mail, postage prepaid, return receipt requested and shall be deemed communicated as of the date of mailing. If the name of the person designated to receive the notices, demands or communications or the address of such person is changed, written notice shall be given, in accordance with this section, within five business days of said change. §1.4 Authorities The Anaheim City Council has accepted the subaward of the Federal award from the City of Los Angleles, and has authorized the City to execute this Agreement. Subrecipient warrants that it has obtained written authorization from its governing board or authorized body to execute this Agreement and accept and use the Subaward. Subrecipient further warrants that such written authorization specifies that Subrecipient, governing board or authorized body agree: a. To provide all matching funds required under the Subaward and that any cash match will be appropriated as required. b. That any liability arising out of the performance of this Agreement shall be the responsibility of Subrecipient, governing board or authorized body. CCTA 16 Subaward Agreement 2 C. That Subaward funds shall not be used to supplant expenditures controlled by governing board or authorized body. d. That the official executing this Agreement is, in fact, authorized to do so. Subrecipient shall maintain this proof of authority on file and make it readily available upon demand. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] CCTA 16 Subaward Agreement 3 II. SUBAWARD TERMS AND CONDITIONS §2.1 Summary of Requirements By executing this Agreement, Subrecipient hereby agrees that it shall comply with all terms and conditions set forth in this Agreement, which includes all guidance, regulations and requirements (collectively, "Requirements") of the Federal awarding agency that are applicable to a recipient and/or subrecipient of a Federal award or grant. Such Requirements are set forth in the following documents and incorporated herein by this reference: (1) Department of Homeland Security FY 2016 Program to Prepare Communities for Complex Coordinated Terrorist Attacks (CCTA) Notice of Funding Opportunity ("DHS NOFO"), (2) FY 2016 DHS Agreement Articles ("DHS Agreement Articles"), (3) FEMA Information Bulletins ("IB"), and (4) the cost principles, uniform administrative requirements and audit requirements for federal grant programs as housed in Title 2, Part 200 of the Code of Federal Regulations ("CFR") and in updates issued by the Office of Management and Budget ("OMB") on http:///www.whitehouse.gov/omb/. Subrecipient hereby certifies that it has the legal authority to execute this Agreement, accept the Subaward given through this Agreement, and has the institutional, managerial and financial capability to ensure proper planning, management and completion of its projects being funded by the Subaward. Subrecipient hereby acknowledges that it is responsible for reviewing and adhering to all Requirements referenced above. For reference and without limitations, certain of the Requirements are set forth in more detail in the sections below. §2.2 City Administrative Requirements A. Subrecipient acknowledges and agrees that the City is acting as a "pass- through entity" (as such term is defined in 2 CFR §200.74 and used in this Agreement) for this Subaward and that the City shall have the rights and obligations relating to this Subaward and its administration as set forth in this Agreement and in 2 CFR Part 200. B. Subrecipient shall be remitted funds for projects funded under the Subaward pursuant to a formula developed by the City based on agency size and training needs. Subrecipient shall use the Subaward funds strictly in accordance with the purposes of the Federal award, and any expenditures not so made shall be deemed disallowed under this Subaward. C. Any "equipment" (as such term is defined in 2 CFR §200.33 and used in this Agreement) acquired or obtained with Subaward funds: (1) shall 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 CCTA 16 Subaward Agreement 4 jurisdiction of the LA/LBUA, 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; (2) shall be consistent with needs as identified in the State Homeland Security Strategy and will be deployed in conformance with that Strategy; and (3) shall have an LA/LBUA identification decal affixed to it, and, when practical, shall be affixed where it is readily visible and prominently marked as follows: "Purchased with funds provided by the U.S. Department of Homeland Security." Subrecipient shall take a physical inventory of all equipment acquired or obtained with Subaward funds and reconcile the results with equipment records at least once every year. D. This Subaward is not a "fixed amount award" as such term is defined in 2 CFR §200.45. Subrecipient agrees that disbursment of this Subaward to Subrecipient shall be made on a reimbursement method. In the event Subrecipient requests advance payment of Subaward funds, Subrecipient shall comply with, and provide evidence to the City of compliance with, the criteria and obligations related to the use of advance payments as set forth in 2 CFR §200.305 as well as satisfying any other City requirements for advance payments. In requesting reimbursement from Subaward funds, Subrecipient shall prepare, maintain and provide to the City a completed Reimbursement Request Form (attached hereto as Exhibit C) along with invoices, purchase orders, proof of delivery, proof of payment and payroll records, timesheets, receipts and any other supporting documentation necessary to fully and accurately describe the expenditure of funds for which reimbursement from the Subaward is requested (collectively, the "Reimbursement Request"). All such supporting documentation for the Reimbursement Request shall satisfy applicable Federal, State and City audit and review standards and requirements. Such documentation shall be prepared at the sole expense and responsibility of Subrecipient, and the City and the Subaward will not reimburse the Subrecipient for any costs incurred for such preparation. The City may request, in writing, changes to the content and format of such documentation at any time, and the City reserves the right to request additional supporting documentation to substantiate costs incurred at any time. Inaccurate and/or incomplete Reimbursement Requests shall be returned to Subrecipient for revision and shall be accepted by the City when Reimbursement Requests are accurate and complete. Reimbursment Requests must be submitted to the City on a monthly basis. The City shall issue payment to Subrecipient within thirty (30) days of approval of a reimbursement request.. CCTA 16 Subaward Agreement 5 Final Reimbursement Requests for this Subaward must be received by the City no later than sixty (60) days prior to the end of the Term to allow the City sufficient time to complete close-out activities for this Subaward (the "Reimbursement Deadline"). Any Reimbursement Request submitted after the Reimbursement Deadline shall be rejected unless, prior to the the submission of such request, the City, in its sole discretion, has approved in writing the submission of such request after the Reimbursement Deadline. After the Reimbursement Deadline, any unexpended Subaward funds may be re -directed to other needs across the ASAUA region. The City will notify Subrecipient, in writing, when unexpended Subaward funds may be re -directed. E. Subrecipient acknowledges that the City makes no commitment to disburse Subaward funds beyond the terms set forth herein and that funding for all periods during the Subaward Term is subject to the continuing availability to the City of federal funds for this Subaward from the Federal awarding agency. This Agreement may be terminated immediately upon written notice to Subrecipient of such loss or reduction of Subaward funds. §2.3 DHS Requirements Subrecipient shall comply with all Requirements promulgated by DHS (which is the Federal awarding agency for this Subaward) that are applicable to this particular Subaward. These include the Requirements for recipients and subrecipients set forth in the DHS NOFO and the DHS Agreement Articles, attached hereto as Exhibit A and B and incorporated herein. Some of these DHS Requirements are set forth below in this Section 2.3. A. Subrecipient will not use Subaward funds to supplant (replace) funds that have been budgeted for the same purpose through non-federal sources. Upon request by the City or the Federal awarding agency, Subrecipient shall be required to demonstrate and document that a reduction in non - Federal resources occurred for reasons other than the receipt or expected receipt of Subaward funds. Subrecipient shall not charge any costs allocable under this Subaward to any other Federal award to overcome fund deficiencies, to avoid restrictions imposed by Federal statutues, regulations, or terms and conditions of Federal awards, or for other reasons. Subrecipient shall not be delinquent in the repayment of any Federal debt. Subrecipient must request instruction from the City for proper disposition of any original or replacement equipment acquired with Subaward funds. B. Subrecipient shall comply with the requirement of 31 U.S.C. Section 3729- 3733, which sets forth that no subgrantee, recipient or subrecipient of federal funds or payments shall submit a false claim for payment, CCTA 16 Subaward Agreement 6 reimbursement or advance. Subrecipient agrees to be subject to the administrative remedies as found in 38 U.S.C. Section 3801-3812 for violations of this requirement. C. Subrecipient shall comply with the provisions of DHS Specific Acknowledgements and Assurances section set forth in the DHS Agreement Articles. D. As required by Executive Orders (EO) 12549 and 12689, and 2 CFR §200.212 and codified in 2 CFR Part 180, Subrecipient shall provide protection against waste, fraud and abuse by debarring or suspending those persons deemed irresponsible in their dealings with the Federal government. Subrecipient hereby certifies that it and its principals: a. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; b. Have not within a three-year period preceding this Agreement 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 2.3.G.c. above; and d. Have not within a three-year period preceding this Agreement had one or more public transactions (Federal, State, or local) terminated for cause or default. E. Subrecipient shall comply with the Drug -Free Workplace Act of 1988 (41 U.S.C. §701 et seq.) which is adopted at 2 CFR Part 3001. In connection thereto, Subrecipient hereby certifies that it will or will continue to provide a drug-free workplace and a drug-free awareness program as outlined in such Act. F. Subrecipient shall comply with all Federal statutes relating to non- discrimination. Subrecipient hereby certifies that it will comply with the Americans with Disabilities Act, 42 U.S.C. §12101 et seq., and its implementing regulations (ADA), the Americans with Disabilities Act Amendments Act of 2008 (ADAAA), Pub. L. 110-325 and all subsequent amendments, Section 504 of the Rehabilitation Act of 1973 (Rehab. Act), as amended, 29 U.S.C. 794 and 24 CFR Parts 8 and 9, the Uniform Federal Accessibility Standards (UFAS), 24 CFR, Part 40, and the Fair CCTA 16 Subaward Agreement 7 Housing Act, 42 U.S.C. 3601, et seq.; 24 CFR Parts 100, 103, and 104 (FHA) and all implementing regulations. Subrecipient will provide reasonable accommodations to allow qualified individuals with disabilities to have access to and to participate in its programs, services and activities in accordance with the provisions of the ADA, the ADAAA, the Rehab. Act, the UFAS and the FHA and all subsequent amendments. Subrecipient will not discriminate against persons with disabilities or against persons due to their relationship to or association with a person with a disability. Any contract entered into by Subrecipient (or any subcontract thereof), relating to this Agreement, to the extent allowed hereunder, shall be subject to the provisions of this paragraph. G. Subrecipient shall comply with and be subject to the provisions set forth in the Patents and Intellectual Property Rights section of the DHS Agreement Articles. H. If the total value of Subrecipient's currently active grants, cooperative agreements, and procurement contracts from all Federal assistance office exceeds $10,000,000.00 for any period of time during the period of performance of this Subaward, Subrecipient shall comply with the provisions set forth in the Reporting of Matters Related to Recipient Integrity and Performance section of the DHS Agreement Articles. Subrecipient shall comply with the SAFECOM Guidance for Emergency Communication Grants when using Subaward funds in connection with emergency communication equipment, including provisions on technical standards that ensure and enhance interoperable communications. J. Subrecipient shall 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. Subrecipient shall comply with all Federal and State conflict of interest laws and regulations. K. Subrecipient shall comply with California Vehicle Code sections 23123 and 23123.5. L. Subrecipient must ensure that any 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. M. Subrecipient shall comply with the provisions set forth in the following sections of the DHS Agreement Articles: (1) Energy Policy and Conservation Act, (2) Hotel and Motel Fire Safety Act of 1990, (3) Terrorist CCTA 16 Subaward Agreement 8 Financing, (4) USA Patriot Act of 2001, (5) Fly America Act of 1974, and (6) Whistleblower Protections and Whistleblower Protection Act. §2.4 Uniform Requirements for Federal Awards Subrecipient acknowledges that this Subaward is a "Federal award" as such term is defined in 2 CFR §200.38 and that Subrecipient's use of this Subaward is subject to the uniform administrative requirements, cost principles, and audit requirements for Federal awards which are codified in 2 CFR Part 200 (the "Uniform Requirements"). Subrecipient agrees that it is considered a "non - Federal entity" and a "subrecipient" as such terms are defined in 2 CFR §§200.69 and 200.93, respectively. Thus, Subrecipient hereby agrees to comply with, and be subject to, all provisions, regulations and requirements applicable to a 11subrecipient" and a "non -Federal entity" as set forth in the Uniform Requirements. Further, Subrecipient agrees that the City is a "pass-through entity" as such term is defined in 2 CFR §200.74 and that each of them shall have the rights and remedies of a "pass-through entity" in relation to this Subaward and Subrecipient as set forth in the Uniform Requirements. Without limitation, some of these Uniform Requirements are set forth below in this Section 2.4. A. Subrecipient shall disclose to the City any potential conflict of interest in connection to this Subaward and its use in accordance with 2 CFR §200.112. B. Subrecipient shall comply with the mandatory disclosure requirements for violations of Federal criminal law involving fraud, bribery, or gratutity as set forth in 2 CFR §200.113. C. Subrecipient acknowledges that the City may impose additional specific conditions to this Subaward in accordance with 2 CFR §200.207, and Subrecipient shall comply with such conditions. Subrecipient shall also submit any annual certifications and representations deemed required by the City in accordance with 2 CFR §200.208. D. Financial Management and Internal Controls Subrecipient shall comply with the requirements for a non -Federal entity regarding financial management and the establishment of a financial management system, all as more fully set forth in 2 CFR §200.302. Further, Subrecipient shall comply with the requirements set forth in 2 CFR §200.303, which relate to certain obligations required of Subrecipient to maintain internal controls over the use of this Subaward. E. In the event this Subaward requires cost sharing or matching of funds from Subrecipient, Subrecipient shall comply with the cost sharing and matching requirements set forth in 2 CFR §200.306. F. Subrecipient shall comply with the requirements relating to program CCTA 16 Subaward Agreement 9 income as more fully set forth in 2 CFR §200.307. G. Property Standards When property (real, tangible or intangible) is, in whole or in part, improved, developed, purchased or otherwise acquired with Subaward funds, Subrecipient shall comply with the regulations set forth in 2 CFR §§200.310 through 200.316 ("Property Regulations"). These Property Regulations include, without limitation, provisions related to the following: 1. Requirements for insurance coverage for real property and equipment. 2. Requirements for title, use, disposition and transfer of title of "real property" (as defined in 2 CFR §200.85). 3. Regulations involving Federally -owned and exempt property. 4. Requirements for title, use, management (including recordkeeping, inventory, control systems and maintenance procedures), and disposition of "equipment" (as defined in 2 CFR §200.33). 5. Requirements for title, use and disposition of "supplies" (as defined in 2 CFR §200.94). 6. Requirements for title, rights, use and disposition of "intangible property" (as defined in 2 CFR §200.59). Such requirements include, without limitation, (a) a reservation of rights by the Federal awarding agency to a royalty -free, non-exclusive and irrevocable right to use certain copyrighted work or work subject to copyright, (b) the rights of the Federal government to data produced under the Subaward, (c) the applicability of the Freedom of Information Act to certain research data produced or acquired under the Subaward, and (d) Subrecipient's compliance with applicable regulations governing patents and inventions, including government wide regulations codified at 37 CFR Part 401. Subrecipient agrees that it shall hold in trust all real property, equipment and intangible property acquired, developed or improved with Subaward funds in accordance with the provisions set forth in 2 CFR §200.316. H. Procurement and Contracting Regulations When procuring and/or contracting for property and/or services that are to be paid or reimbursed by any amount of Subaward funds, Subrecipient shall comply with all regulations applying to "non -Federal entities" as set forth in 2 CFR §§200.318 through 200.326 (the "Procurement Regulations"). These Procurement Regulations include, without limitation, provisions requiring the following: Documentation and use of procurement procedures in compliance with Procurement Regulations. CCTA 16 Subaward Agreement 10 2. Contracting oversight and maintenance of written standards of conduct covering conflicts of interest. 3. Compliance with federal standards regarding procurement and award of contracts, competition, and procurement methods. 4. Affirmative steps required to encourage contracting with small and minority businesses, women's business enterprises, and labor surplus area firms. 5. Compliance with Section 6002 of the Solid Waste Disposal Act in the procurement of recovered materials. 6. Requirement to perform a cost or price analysis in connection with procurements. 7. Bonding requirements. 8. Requirement to make procurement documentation available for review by the City, and the Federal awarding agency. In addition, Subrecipent must include in all of its contracts paid or reimbursed in whole or in part with Subaward funds the provisions set forth in Appendix II to 2 CFR Part 200 (Contract Provisions for non - Federal Entity Contracts under Federal Awards) as required by 2 CFR §200.326. Financial and Performance Monitoring and Reporting Subrecipient shall comply with the monitoring requirements for a non - Federal entity as set forth in 2 CFR §200.328, which requires the Subrecipient to oversee the operations of its activities supported by the Grant and monitor such activities to assure compliance with applicable Federal requirements and performance expectations are being achieved. Further, Subrecipient shall comply with the financial and performance reporting requirements for a non -Federal entity as set forth in 2 CFR §§200.327 to 200.329 and any other reporting requirements that may be promulgated by the Federal awarding agency or the City in accordance with such regulations. Such reporting requirements include, without limitation, the provision of any information required for the assessment or evaluation of any activities funded by the Subaward and the reporting of information related to real property in which the Federal government retains an interest. Subrecipient acknowledges that the City, as a "pass-through entity," may make various findings, determinations, evaluations and reports regarding Subrecipient and its use of Subaward funds, as set forth in 2 CFR §§200.330 to 200.332. In accordance with such regulations, Subrecipient shall comply with, and timely grant to the City and its auditors, any monitoring requests, requests for on-site access to facilities, equipment and personnel, and requests for any other information as may be authorized under such regulations. Subrecipient shall also timely grant to CCTA 16 Subaward Agreement 11 the City and its auditors access to Subrecipient's records and financial statements as required under 2 CFR §200.331(a)(5). In addition, Subrecipient shall comply with any conditions that may be placed upon Subrecipient as part of the City's risk evaluation of Subrecipient under 2 CFR §200.331(b). J. Record Retention and Access Subrecipient shall comply with all records retention, maintenance, storage, transmission, and collection requirements applicable to a non -Federal entity as set forth in 2 CFR §§200.333 to 200.335. Such regulations require, without limitation, that Subrecipient retain financial records, supporting documents, statistical records, and all other records of Subrecipient that are related and/or pertinent to Subrecipient's use of Subaward funds in a manner and for a duration of time as prescribed in such regulations and that Subrecipient collect, transmit and store Subaward-related information in a manner as set forth in 2 CFR §200.335. In accordance with the provisions set forth in 2 CFR §200.336, Subrecipient hereby grants the Federal awarding agency, the Inspectors General, the Comptroller General of the United States, and the City, or any of their authorized representatives, the right of access to any documents, papers, or other records of Subrecipient which are pertinent to the Subaward, in order to make audits, examinations, excerpts, and transcripts. This right also includes timely and reasonable access to Subrecipient's personnel for the purpose of interview and discussion related to such documents. These access rights shall not be limited to any required record retention period but last as long as the records are retained, and access shall not otherwise be limited unless as specifically permitted under 2 CFR §§200.336 to 200.337. Subrecipient shall require any of its subrecipients, contractors, successors, transferees and assignees to acknowledge and agree to comply with the provisions of this Section. K. Cost Principles Subrecipient shall comply with the cost principles for federal awards as set forth in 2 CFR Part 200 Subpart E ("Cost Principles"). Subrecipient acknowledges and agrees that any costs incurred by Subrecipient may only be charged to or reimbursed by Subaward funds if it is incurred in compliance with all Requirements for the Subaward and is also deemed allowable and allocable under the Subaward in accordance with the provisions set forth in the Cost Principles. CCTA 16 Subaward Agreement 12 L. Audit Requirements By virtue of using Subaward funds, Subrecipient acknowledges and agrees that it is subject to the provisions set forth in 2 CFR Part 200 Subpart F ("Audit Requirements"). Subrecipient shall comply with all provisions applicable to a non -Federal entity and an "auditee" (as defined in 2 CFR §200.6) as set forth in such Audit Requirements, including the requirement to conduct a single audit if applicable. M. Closeout and Post Closeout Subrecipient shall comply with the obligations applicable to a non -Federal entity as it pertains to the closeout of this Subaward as set forth in 2 CFR §200.343. Subrecipient acknowledges and agrees that it shall continue to comply with the post closeout obligations set forth in 2 CFR §200.344 after closeout of the Subaward and expiration of the Term of this Agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] CCTA 16 Subaward Agreement 13 III. STANDARD PROVISIONS §3.1 Independent Party Subrecipient is acting hereunder as an independent party, and not as an agent or employee of the City. No employee of Subrecipient is, or shall be, an employee of the City by virtue of this Agreement, and Subrecipient shall so inform each employee organization and each employee who is hired or retained under this Agreement. Subrecipient shall not represent or otherwise hold out itself or any of its directors, officers, partners, employees, or agents to be an agent or employee of the City by virtue of this Agreement. §3.2 Construction of Provisions and Titles Herein All titles, subtitles, or headings in this Agreement have been inserted for convenience and shall not be deemed to affect the meaning or construction of any of the terms or provisions hereof. The language of this Agreement shall be construed according to its fair meaning and not strictly for or against either party. The word "Subrecipient" herein and in any amendments hereto includes the party or parties identified in this Agreement. The singular shall include the plural. If there is more than one Subrecipient as identified herein, unless expressly stated otherwise, their obligations and liabilities hereunder shall be joint and several. Use of the feminine, masculine, or neuter genders shall be deemed to include the genders not used. §3.3 Applicable Law, Interpretation and Enforcement Each party's performance hereunder shall comply with all applicable laws of the United States of America, the State of California, the County and City of Anaheim, including but not limited to, laws regarding health and safety, labor and employment, wage and hours and licensing laws which affect employees. This Agreement shall be enforced and interpreted under the laws of the State of California without regard to conflict of law principles. Subrecipient shall comply with new, amended, or revised laws, regulations, and/or procedures that apply to the performance of this Agreement. In any action arising out of this Agreement, Subrecipient consents to personal jurisdiction, and agrees to bring all such actions, exclusively in state and federal courts located in Orange County, California. If any part, term or provision of this Agreement shall be held void, illegal, unenforceable, or in conflict with any law of a federal, state or local government having jurisdiction over this Agreement, the validity of the remaining parts, terms or provisions of this Agreement shall not be affected thereby. §3.4 Integrated Agreement This Agreement sets forth all of the rights and duties of the parties with respect to the subject matter hereof, and replaces any and all previous agreements or understandings, whether written or oral, relating thereto. This Agreement may be amended only as provided for herein. CCTA 16 Subaward Agreement 14 §3.5 Excusable Delays In the event that performance on the part of any party hereto shall be delayed or suspended as a result of circumstances beyond the reasonable control and without the fault and negligence of said party, none of the parties shall incur any liability to the other parties as a result of such delay or suspension. Circumstances deemed to be beyond the control of the parties hereunder shall include, but not be limited to, acts of God or of the public enemy; insurrection; acts of the Federal Government or any unit of State or Local Government in either sovereign or contractual capacity; fires; floods; epidemics; quarantine restrictions; strikes, freight embargoes or delays in transportation; to the extent that they are not caused by the party's willful or negligent acts or omissions and to the extent that they are beyond the party's reasonable control. §3.6 Breach Except for excusable delays as described in §3.5 herein, if any party fails to perform, in whole or in part, any promise, covenant, or agreement set forth herein, or should any representation made by it be untrue, any aggrieved party may avail itself of all rights and remedies, at law or equity, in the courts of law. Said rights and remedies are cumulative of those provided for herein except that in no event shall any party recover more than once, suffer a penalty or forfeiture, or be unjustly compensated. §3.7 Prohibition Against Assignment or Delegation Subrecipient may not, unless it has first obtained the written permission of the City: A. Assign or otherwise alienate any of its rights hereunder, including the right to payment; or B. Delegate, subcontract, or otherwise transfer any of its duties hereunder. §3.8 Indemnification Each of the parties to this Agreement is a public entity. In contemplation of the provisions of Section 895.2 of the Government Code of the State of California imposing certain tort liability jointly upon public entities, solely by reason of such entities being parties to an Agreement as defined by Section 895 of said Code, the parties hereto, as between themselves, pursuant to the authorization contained in Sections 895.4 and 895.6 of said Code, will each assume the full liability imposed upon it or upon any of its officers, agents, or employees by law, for injury caused by a negligent or wrongful act or omission occurring in the performance of this Agreement, to the same extent that such liability would be imposed in the absence of Section 895.2 of said Code. To achieve the above - stated purpose, each party indemnifies and holds harmless the other party solely by virtue of said Section 895.2. The provision of Section 2778 of the California Civil Code is made a part hereto as if fully set forth herein. Subrecipient certifies that it has adequate self insured retention of funds to meet any obligation arising from this Agreement. CCTA 16 Subaward Agreement 15 A. Pursuant to Government Code Sections 895.4 and 895.6, the parties shall each assume the full liability imposed upon it, or any of its officers, agents or employees, by law for injury caused by any negligent or wrongful act or omission occurring in the performance of this Agreement. B. Each party indemnifies and holds harmless the other party for any loss, costs, or expenses that may be imposed upon such other party by virtue of Government Code section 895.2, which imposes joint civil liability upon public entities solely by reason of such entities being parties to an agreement, as defined by Government Code section 895. C. In the event of third -party loss caused by negligence, wrongful act or omission by both Parties, each party shall bear financial responsibility in proportion to its percentage of fault as may be mutually agreed or judicially determined. The provisions of Civil Code Section 2778 regarding interpretation of indemnity agreements are hereby incorporated. §3.9 Subcontractor Assurances Subrecipient shall contractually obligate all of its contractors, subcontractors and vendors funded by Subaward funds as may be required to ensure that Subrecipient can comply with all of the Requirements and other provisions of this Agreement. §3.10 Remedies for Noncompliance Subrecipient acknowledges and agrees that, in the event Subrecipient fails to comply with the terms and conditions of this Agreement or with any Requirements referenced in Section 2.1 above, the Federal awarding agency or the City shall have the right to take one or more of the actions set forth in 2 CFR §200.338. Such actions may include, without limitation, the withholding of cash payments, suspension and/or termination of the Subaward, and the disallowing of certain costs incurred under the Subaward. Any costs incurred by Subrecipient during a suspension or after termination of the Subaward shall not be considered allowable under the Subaward unless allowed under 2 CFR §200.342. Subrecipient shall be liable to the Federal awarding agency and the City for any Subaward funds the Federal awarding agency determines that Subrecipient used in violation of any Requirements reference in Section 2.1 above, and Subrecipient shall indemnify and hold harmless the City for any sums the Federal awarding agency determines Subrecipient used in violation of such Requirements. Subrecipient shall be granted the opportunity to object to and challenge the taking of any remedial action by the Federal awarding agency or the City in accordance with the provisions set forth in 2 CFR §200.341. §3.11 Termination Subrecipient acknowledges and agrees that the Subaward, and any obligation to disburse to or reimburse Subrecipient in connection thereto, may be terminated CCTA 16 Subaward Agreement 16 in whole or in part by the Federal awarding agency or the City as set forth in 2 CFR §200.339. Subrecipient shall have the right to terminate the Subaward only as set forth in 2 CFR §200.339. In the event the Subaward is terminated, all obligations and requirements of this Agreement and the Grant shall survive and continue in full force and effect in connection with any portion of the Subaward remaining prior to such termination, including, without limitation, the closeout and post closeout requirements set forth in this Agreement. §3.12 Amendments Any change in the terms of this Agreement, including the performance period of the Subaward and any increase or decrease in the amount of the Subaward, which are agreed to by the City and Subrecipient shall be incorporated into this Agreement by a written amendment properly executed and signed by the person authorized to bind the parties thereto. §3.13 Complete Agreement This Agreement sets forth all of the rights and duties of the parties with respect to the subject matter hereof, and replaces any and all previous agreements or understandings, whether written or oral, relating thereto. This Agreement may be amended only as provided for herein and neither verbal agreement nor conversation with any officer or employee of either party shall affect or modify any of the terms and conditions of this Agreement. This Agreement is executed in two duplicate originals, each of which is deemed to be an original. This Agreement includes eighteen (18) pages and five Exhibits which constitute the entire understanding and agreement of the parties. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] CCTA 16 Subaward Agreement 17 IN WITNESS WHEREOF, the City and Subrecipient have caused this Subaward Agreement to be executed by their duly authorized representatives. APPROVED AS TO FORM: ROBERT FABELA, City Attorney B Y r. Assistant City AttorneyJorge �--����� Date For: THE CITY OF ANAHEIM JORGE CISNEROS, CHIEF OF POLICE BY Cisneros, Chief of Police Anaheim Police Department Date r ATTEST: THERESA BASS, City Clerk By City Clerk Date APPROVEDAS T OR For: CITY SEAL BEACH DUNS #06-0752607 By Kf 'Z- By ' rai A. Stee City Attorney, City of Seal Beach Date September 4, 2019 .4, �pW AiFpS� ATTEST: �..� • tet;; By Date a5o City Business License Number: Internal Revenue Service ID Number: Council File/OARS File Number: C.F. #18-0151 City Contract Number: Date of Approval CCTA 16 Subaward Agreement 18 '4" ANAHEIM POLICE DEPARTMENT June 12, 2019 Jill Ingram, City Manager City of Seal Beach 211 Eight Street Seal Beach, CA 90740 SUBJECT: Notification of Sub -Recipient Award Fiscal Year 2016 Program to Prepare Communities for Complex Coordinated Terrorist Attacks DHS -I6 -NPD -133-00-01; CFDA#t 97.133 Sub -Recipient Performance Period: March 19, 2019 to June 30, 2020 Jurisdiction: City of Seal Beach DUNS No. 08-3153247 Total Award: $1,106 Dear Ms. Ingram, This letter serves to inform you that the City of Seal Beach has been approved for grant funding in the amount of $1,106 under the Fiscal Year 2016 Program to Prepare Communities for Complex Coordinated Terrorist Attacks (CCTA). The grant program provides funding to local, state, tribal, and territorial jurisdictions of different types, sizes, and capabilities to improve their ability to prepare for, prevent, and respond to complex coordinated terrorist attacks in collaboration with the whole community. The FY16 CCTA Program focuses on developing regional partnerships intended to strengthen the jurisdiction's capacity for building and sustaining capabilities specific to identifying gaps, planning, training, and exercising associated with preparing for, preventing, and responding to a complex coordinated terrorist attack. Each agency within Orange County has been allocated funding in support of CCTA training and exercise activities. Reimbursement of overtime and backfill expenses for 425 S. Harbor Blvd participation in these approved activities is eligible under the CCTA program. Each Anaheim, CA 92805 discipline (Law, Fire and Emergency Management) has been allocated a predetermined T: (714) 765-1900 number of seats for the approved CCTA training course based on the size of your agency F: (714) 765-1690 in respect to the operational area. Funds being provided for CCTA exercise participation are based on the proposed location of the joint exercise between Los Angeles County and www.anoheimpd.org Orange County, and the participating agencies that will be identified in the planning process. The funding allocation provided is for your City's respective internal budgetary needs only and do not reflect a direct allocation. Additional funds may be awarded at a later time depending on your agency's participation and available dollars. It is critical that all City of Seal Beach employees that are involved in the FY16 CCTA Grant Program become familiar with the Transfer Agreement between the City of Anaheim and the City of Seal Beach regarding the FY16 CCTA Grant Program as well as the FY16 CCTA Program Notice of Funding Opportunity. Training Reimbursement Requests shall be submitted to the City of Anaheim on a monthly basis. Final training reimbursement requests will be due no later than September 30, 2019. Final reimbursement requests for Exercise participation activities will be due no later than June 30, 2020. This grant is subject to all provisions of 2 CFR Part 200 Subpart F — Audit Requirements. Sub -recipients are required to submit copies of completed Single Audit Reports to the City of Anaheim, Emergency Management Bureau, along with any Corrective Action Plans as a result of program compliance findings. A dated signature from you, or your authorized designee, is required below. Please sign and return the original to the City of Anaheim, and retain a copy for your files. If you have any questions regarding this letter, please feel free to contact Grant Coordinator Kerrstyn Vega at (714) 765-3632 or kveaa@anaheim.net. Sincerely, RICHARD LAROCHELLE, JR. Lieutenant CC: AUTHORIZED AGENT 19 N me Signatory: Date Cit Seal Beach FY16 Program to Prepare Communities for Complex Coordinated Terrorist Attacks (CCTA) Sub -Recipient Pre -Award Checklist Enclosed are three (3) FY2016 CCTA Grant Program Transfer Agreements. The signatory for each city or agency must be specifically authorized by their City Council or Board to execute the agreement. Please submit a copy of the City Council/Board approved document granting the individual authority to execute the agreement to the UASI office with the signed agreements. The transfer agreement requires signatures from the authorized representative on page 18. In addition to the signed agreements, your city or agency will also need to submit the following documents: ❑ Copy of 2017/2018 Single Audit Report (if expend over $750,000 in federal assistance) ❑ City Council/Board Approval Document (as mentioned above) Please mail three (3) original copies of the agreement and the required documents to the following address: Kerrstyn Vega, Administrative Services Manager Anaheim Police Department 8201 E. Santa Ana Canyon Rd. Anaheim, CA 92808 An TO: Operational Area (Orange County) SE FROM: Commander Michael Claborn DATE: March 7, 2019 SUBJECT: Complex Coordinated Attack Training Course Hello Orange County Stakeholders, Area ity Initiative The Anaheim/Santa Ana Urban Area Security Initiative has been awarded six courses designed to train law enforcement, fire services and EMS the skills to manage the initial response to a large-scale attack during a chaotic environment. The National Center for Biomedical Research and Training designed the course curriculum, which will be facilitated by instructors from Louisiana State University (LSU). I have listed the dates and locations below and attached a course flier should you have additional questions about the course itself or who should be attending. Each discipline from Orange County (Law, Fire and Emergency Management) has been allocated a predetermined number of seats based on the size of your agency in respect to the operational area. Staff from the Anaheim/Santa Ana UASI Grant Office will be contacting each agency to advise them of their seat allocations and to provide a deadline to reserve those seats. The federal grant subsidizing this training will be providing partial financial reimbursement for overtime personnel attending the training or overtime personnel backfilling an attendee's position. If you have questions regarding your agencies eligibility to receive reimbursement, please contact our office directly. Should your agency decide to take advantage of this training opportunity, the Anaheim/Santa UASI Grant Office will issue an award letter and transfer agreement for execution with your department. The executed transfer agreement will need to be on file with the grant office in order to seek reimbursement for any overtime costs incurred. • May 22-23 — Anaheim Police Department • May 30-31 — Santa Ana Police Department • June 3-4 — OCFA (Foothill Ranch) • June 5-6 — OCSD (Tustin) • June 10-11 — OCFA (Foothill Ranch) • June 12-13 — OCFA (Foothill Ranch) Commander Michael Claborn UASI Grant Administrator (714)245-8274 0 Page 1 SUBAWARD AGREEMENT Subrecipient: CITY SEAL BEACH Title: FY 2016 Program to Prepare Communities for Complex Coordinated Terrorist Attacks (CCTA) Grant City Contract Number TABLE OF CONTENTS Section Section Title Page Number Number 1. GENERAL INFORMATION §1.1 Federal Award Information..................................................................................1 §1.2 Subaward Information and Period of Performance.............................................1 §1.3 Parties and Notice...............................................................................................2 §1.4 Authorities........................................................................................................... 2 II. SUBAWARD TERMS AND CONDITIONS §2.1 Summary of Requirements..................................................................................4 §2.2 City Adminstrative Requirements........................................................................ 4 §2.3 DHS Requirements............................................................................................. 6 §2.4 Uniform Requirements for Federal Awards......................................................... 9 III. STANDARD PROVISIONS §3.1 Independent Party............................................................................................. 14 §3.2 Construction of Provisions and Title Herein ...................................................... 14 §3.3 Applicable Law, Interpretation and Enforcement...............................................14 §3.4 Integrated Agreement.......................................................................................14 §3.5 Excusable Delays..............................................................................................15 §3.6 Breach...............................................................................................................15 §3.7 Prohibition Against Assignment and Delegation................................................15 §3.8 Indemnification..................................................................................................15 §3.9 Subcontractor Assurances................................................................................16 §3.10 Remedies for Noncompliance...........................................................................16 §3.11 Termination.......................................................................................................16 §3.12 Amendments.....................................................................................................17 §3.13 Complete Agreement........................................................................................17 SignaturePage..............................................................................................18 CCTA 16 Subaward Agreement EXHIBITS Exhibit A DHS Agreement Articles Exhibit B FY 2016 Program to Prepare Communities for Complex Coordinated Terrorist Attacks (CCTA) Notice of Funding Opportunity Exhibit B Modification Request and Reimbursement Request Forms CCTA 16 Subaward Agreement ii AGREEMENT NUMBER OF CITY CONTRACTS BETWEEN THE CITY OF ANAHEIM AND THE CITY SEAL BEACH THIS SUBAWARD AGREEMENT ("Agreement' or "Contract") is made and entered into by and between the City of Anaheim, a municipal corporation (the "City"), and the <<SubRecipient name>>, a municipal corporation (the "Subrecipient"). In consideration of the mutual covenants set forth herein and the mutual benefits to be derived therefrom, the City and Subrecipient (each a "Party" and collectively, the "Parties") agree as follows: I. GENERAL INFORMATION §1.1 Federal Award Information The "Federal award" (as such term is defined in the Code of Federal Regulations ("CFR"), 2 CFR §200.38, and used in this Agreement) is the Fiscal Year (FY) 2016 Program to Prepare Communities for Complex Coordinated Terrorist Attacks (CCTA), FAIN # DHS -16 -NPD -133-00-01, CFDA #97.133, Federal Award Date September 1, 2017. The "Federal awarding agency" (as such term is defined in 2 CFR §200.36 and used in this Agreement) is the United States Department of Homeland Security("DHS") Federal Emergency Management Agency ("FEMA"). The City of Los Angleles was the successful applicant for the Federal award, and the City of Anaheim received a percentage of the Federal award as a subrecipient of Los Angeles. Anaheim is, in turn, subawarding the funds it received to Subrecipient under the terms sef forth herein, and is acting as the pass-through entity for this subaward of the Federal award to Subrecipient. §1.2 Subaward Information and Period of Performance Subrecipient hereby accepts the following subaward ("Subaward") of the Federal award upon the terms and conditions set forth in this Agreement: Subaward amount: $1,106 Subaward Period of Performance ("Term"): March 19, 2019 to June 30, 2020 Match Requirement: None The term of this Agreement shall be the "Term" as set forth in this Section 1.2. CCTA 16 Subaward Agreement §1.3 Parties and Notice The Parties to this Agreement, and their respective representatives who are authorized to administer this Agreement and to whom formal notices, demands and communications shall be given are as follows: Party: Authorized Representative: Authorized Department: Address, Phone, Fax, E-mail: Party: Authorized Representative: Authorized Department: Address, Phone, E-mail: City of Anaheim Richard LaRochelle, Jr Anaheim Police Department 425 S. Harbor Blvd Anaheim, CA 92805 Phone: (714) 765-3833 Email: rlarochelle@anaheim.net CITY SEAL BEACH Formal notices, demands and communications to be given hereunder by either Party shall be made in writing and may be effected by personal delivery or by registered or certified mail, postage prepaid, return receipt requested and shall be deemed communicated as of the date of mailing. If the name of the person designated to receive the notices, demands or communications or the address of such person is changed, written notice shall be given, in accordance with this section, within five business days of said change. §1.4 Authorities The Anaheim City Council has accepted the subaward of the Federal award from the City of Los Angleles, and has authorized the City to execute this Agreement. Subrecipient warrants that it has obtained written authorization from its governing board or authorized body to execute this Agreement and accept and use the Subaward. Subrecipient further warrants that such written authorization specifies that Subrecipient, governing board or authorized body agree: a. To provide all matching funds required under the Subaward and that any cash match will be appropriated as required. b. That any liability arising out of the performance of this Agreement shall be the responsibility of Subrecipient, governing board or authorized body. CCTA 16 Subaward Agreement 2 C. That Subaward funds shall not be used to supplant expenditures controlled by governing board or authorized body. d. That the official executing this Agreement is, in fact, authorized to do so. Subrecipient shall maintain this proof of authority on file and make it readily available upon demand. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] CCTA 16 Subaward Agreement 3 II. SUBAWARD TERMS AND CONDITIONS §2.1 Summary of Requirements By executing this Agreement, Subrecipient hereby agrees that it shall comply with all terms and conditions set forth in this Agreement, which includes all guidance, regulations and requirements (collectively, "Requirements") of the Federal awarding agency that are applicable to a recipient and/or subrecipient of a Federal award or grant. Such Requirements are set forth in the following documents and incorporated herein by this reference: (1) Department of Homeland Security FY 2016 Program to Prepare Communities for Complex Coordinated Terrorist Attacks (CCTA) Notice of Funding Opportunity ("DHS NOFO"), (2) FY 2016 DHS Agreement Articles ("DHS Agreement Articles"), (3) FEMA Information Bulletins (113"), and (4) the cost principles, uniform administrative requirements and audit requirements for federal grant programs as housed in Title 2, Part 200 of the Code of Federal Regulations ("CFR") and in updates issued by the Office of Management and Budget ("OMB") on httg:///www.whitehouse.gov/omb/. Subrecipient hereby certifies that it has the legal authority to execute this Agreement, accept the Subaward given through this Agreement, and has the institutional, managerial and financial capability to ensure proper planning, management and completion of its projects being funded by the Subaward. Subrecipient hereby acknowledges that it is responsible for reviewing and adhering to all Requirements referenced above. For reference and without limitations, certain of the Requirements are set forth in more detail in the sections below. §2.2 City Administrative Requirements A. Subrecipient acknowledges and agrees that the City is acting as a "pass- through entity" (as such term is defined in 2 CFR §200.74 and used in this Agreement) for this Subaward and that the City shall have the rights and obligations relating to this Subaward and its administration as set forth in this Agreement and in 2 CFR Part 200. B. Subrecipient shall be remitted funds for projects funded under the Subaward pursuant to a formula developed by the City based on agency size and training needs. Subrecipient shall use the Subaward funds strictly in accordance with the purposes of the Federal award, and any expenditures not so made shall be deemed disallowed under this Subaward. C. Any "equipment" (as such term is defined in 2 CFR §200.33 and used in this Agreement) acquired or obtained with Subaward funds: (1) shall 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 CCTA 16 Subaward Agreement 4 jurisdiction of the LA/LBUA, 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; (2) shall be consistent with needs as identified in the State Homeland Security Strategy and will be deployed in conformance with that Strategy; and (3) shall have an LA/LBUA identification decal affixed to it, and, when practical, shall be affixed where it is readily visible and prominently marked as follows: "Purchased with funds provided by the U.S. Department of Homeland Security." Subrecipient shall take a physical inventory of all equipment acquired or obtained with Subaward funds and reconcile the results with equipment records at least once every year. D. This Subaward is not a "fixed amount award" as such term is defined in 2 CFR §200.45. Subrecipient agrees that disbursment of this Subaward to Subrecipient shall be made on a reimbursement method. In the event Subrecipient requests advance payment of Subaward funds, Subrecipient shall comply with, and provide evidence to the City of compliance with, the criteria and obligations related to the use of advance payments as set forth in 2 CFR §200.305 as well as satisfying any other City requirements for advance payments. In requesting reimbursement from Subaward funds, Subrecipient shall prepare, maintain and provide to the City a completed Reimbursement Request Form (attached hereto as Exhibit C) along with invoices, purchase orders, proof of delivery, proof of payment and payroll records, timesheets, receipts and any other supporting documentation necessary to fully and accurately describe the expenditure of funds for which reimbursement from the Subaward is requested (collectively, the "Reimbursement Request'). All such supporting documentation for the Reimbursement Request shall satisfy applicable Federal, State and City audit and review standards and requirements. Such documentation shall be prepared at the sole expense and responsibility of Subrecipient, and the City and the Subaward will not reimburse the Subrecipient for any costs incurred for such preparation. The City may request, in writing, changes to the content and format of such documentation at any time, and the City reserves the right to request additional supporting documentation to substantiate costs incurred at any time. Inaccurate and/or incomplete Reimbursement Requests shall be returned to Subrecipient for revision and shall be accepted by the City when Reimbursement Requests are accurate and complete. Reimbursment Requests must be submitted to the City on a monthly basis. The City shall issue payment to Subrecipient within thirty (30) days of approval of a reimbursement request.. CCTA 16 Subaward Agreement 5 Final Reimbursement Requests for this Subaward must be received by the City no later than sixty (60) days prior to the end of the Term to allow the City sufficient time to complete close-out activities for this Subaward (the "Reimbursement Deadline"). Any Reimbursement Request submitted after the Reimbursement Deadline shall be rejected unless, prior to the the submission of such request, the City, in its sole discretion, has approved in writing the submission of such request after the Reimbursement Deadline. After the Reimbursement Deadline, any unexpended Subaward funds may be re -directed to other needs across the ASAUA region. The City will notify Subrecipient, in writing, when unexpended Subaward funds may be re -directed. E. Subrecipient acknowledges that the City makes no commitment to disburse Subaward funds beyond the terms set forth herein and that funding for all periods during the Subaward Term is subject to the continuing availability to the City of federal funds for this Subaward from the Federal awarding agency. This Agreement may be terminated immediately upon written notice to Subrecipient of such loss or reduction of Subaward funds. §2.3 DHS Requirements Subrecipient shall comply with all Requirements promulgated by DHS (which is the Federal awarding agency for this Subaward) that are applicable to this particular Subaward. These include the Requirements for recipients and subrecipients set forth in the DHS NOFO and the DHS Agreement Articles, attached hereto as Exhibit A and B and incorporated herein. Some of these DHS Requirements are set forth below in this Section 2.3. A. Subrecipient will not use Subaward funds to supplant (replace) funds that have been budgeted for the same purpose through non-federal sources. Upon request by the City or the Federal awarding agency, Subrecipient shall be required to demonstrate and document that a reduction in non - Federal resources occurred for reasons other than the receipt or expected receipt of Subaward funds. Subrecipient shall not charge any costs allocable under this Subaward to any other Federal award to overcome fund deficiencies, to avoid restrictions imposed by Federal statutues, regulations, or terms and conditions of Federal awards, or for other reasons. Subrecipient shall not be delinquent in the repayment of any Federal debt. Subrecipient must request instruction from the City for proper disposition of any original or replacement equipment acquired with Subaward funds. B. Subrecipient shall comply with the requirement of 31 U.S.C. Section 3729- 3733, which sets forth that no subgrantee, recipient or subrecipient of federal funds or payments shall submit a false claim for payment, CCTA 16 Subaward Agreement 6 reimbursement or advance. Subrecipient agrees to be subject to the administrative remedies as found in 38 U.S.C. Section 3801-3812 for violations of this requirement. C. Subrecipient shall comply with the provisions of DHS Specific Acknowledgements and Assurances section set forth in the DHS Agreement Articles. D. As required by Executive Orders (EO) 12549 and 12689, and 2 CFR §200.212 and codified in 2 CFR Part 180, Subrecipient shall provide protection against waste, fraud and abuse by debarring or suspending those persons deemed irresponsible in their dealings with the Federal government. Subrecipient hereby certifies that it and its principals: a. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; b. Have not within a three-year period preceding this Agreement 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 2.3.G.c. above; and d. Have not within a three-year period preceding this Agreement had one or more public transactions (Federal, State, or local) terminated for cause or default. E. Subrecipient shall comply with the Drug -Free Workplace Act of 1988 (41 U.S.C. §701 et seq.) which is adopted at 2 CFR Part 3001. In connection thereto, Subrecipient hereby certifies that it will or will continue to provide a drug-free workplace and a drug-free awareness program as outlined in such Act. F. Subrecipient shall comply with all Federal statutes relating to non- discrimination. Subrecipient hereby certifies that it will comply with the Americans with Disabilities Act, 42 U.S.C. §12101 et seq., and its implementing regulations (ADA), the Americans with Disabilities Act Amendments Act of 2008 (ADAAA), Pub. L. 110-325 and all subsequent amendments, Section 504 of the Rehabilitation Act of 1973 (Rehab. Act), as amended, 29 U.S.C. 794 and 24 CFR Parts 8 and 9, the Uniform Federal Accessibility Standards (UFAS), 24 CFR, Part 40, and the Fair CCTA 16 Subaward Agreement 7 Housing Act, 42 U.S.C. 3601, et seq.; 24 CFR Parts 100, 103, and 104 (FHA) and all implementing regulations. Subrecipient will provide reasonable accommodations to allow qualified individuals with disabilities to have access to and to participate in its programs, services and activities in accordance with the provisions of the ADA, the ADAAA, the Rehab. Act, the UFAS and the FHA and all subsequent amendments. Subrecipient will not discriminate against persons with disabilities or against persons due to their relationship to or association with a person with a disability. Any contract entered into by Subrecipient (or any subcontract thereof), relating to this Agreement, to the extent allowed hereunder, shall be subject to the provisions of this paragraph. G. Subrecipient shall comply with and be subject to the provisions set forth in the Patents and Intellectual Property Rights section of the DHS Agreement Articles. H. If the total value of Subrecipient's currently active grants, cooperative agreements, and procurement contracts from all Federal assistance office exceeds $10,000,000.00 for any period of time during the period of performance of this Subaward, Subrecipient shall comply with the provisions set forth in the Reporting of Matters Related to Recipient Integrity and Performance section of the DHS Agreement Articles. Subrecipient shall comply with the SAFECOM Guidance for Emergency Communication Grants when using Subaward funds in connection with emergency communication equipment, including provisions on technical standards that ensure and enhance interoperable communications. J. Subrecipient shall 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. Subrecipient shall comply with all Federal and State conflict of interest laws and regulations. K. Subrecipient shall comply with California Vehicle Code sections 23123 and 23123.5. L. Subrecipient must ensure that any 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. M. Subrecipient shall comply with the provisions set forth in the following sections of the DHS Agreement Articles: (1) Energy Policy and Conservation Act, (2) Hotel and Motel Fire Safety Act of 1990, (3) Terrorist CCTA 16 Subaward Agreement 8 Financing, (4) USA Patriot Act of 2001, (5) Fly America Act of 1974, and (6) Whistleblower Protections and Whistleblower Protection Act. §2.4 Uniform Requirements for Federal Awards Subrecipient acknowledges that this Subaward is a "Federal award" as such term is defined in 2 CFR §200.38 and that Subrecipient's use of this Subaward is subject to the uniform administrative requirements, cost principles, and audit requirements for Federal awards which are codified in 2 CFR Part 200 (the "Uniform Requirements"). Subrecipient agrees that it is considered a "non - Federal entity" and a "subrecipient" as such terms are defined in 2 CFR §§200.69 and 200.93, respectively. Thus, Subrecipient hereby agrees to comply with, and be subject to, all provisions, regulations and requirements applicable to a 14subrecipient" and a "non -Federal entity" as set forth in the Uniform Requirements. Further, Subrecipient agrees that the City is a "pass-through entity" as such term is defined in 2 CFR §200.74 and that each of them shall have the rights and remedies of a "pass-through entity" in relation to this Subaward and Subrecipient as set forth in the Uniform Requirements. Without limitation, some of these Uniform Requirements are set forth below in this Section 2.4. A. Subrecipient shall disclose to the City any potential conflict of interest in connection to this Subaward and its use in accordance with 2 CFR §200.112. B. Subrecipient shall comply with the mandatory disclosure requirements for violations of Federal criminal law involving fraud, bribery, or gratutity as set forth in 2 CFR §200.113. C. Subrecipient acknowledges that the City may impose additional specific conditions to this Subaward in accordance with 2 CFR §200.207, and Subrecipient shall comply with such conditions. Subrecipient shall also submit any annual certifications and representations deemed required by the City in accordance with 2 CFR §200.208. D. Financial Management and Internal Controls Subrecipient shall comply with the requirements for a non -Federal entity regarding financial management and the establishment of a financial management system, all as more fully set forth in 2 CFR §200.302. Further, Subrecipient shall comply with the requirements set forth in 2 CFR §200.303, which relate to certain obligations required of Subrecipient to maintain internal controls over the use of this Subaward. E. In the event this Subaward requires cost sharing or matching of funds from Subrecipient, Subrecipient shall comply with the cost sharing and matching requirements set forth in 2 CFR §200.306. F. Subrecipient shall comply with the requirements relating to program CCTA 16 Subaward Agreement 9 income as more fully set forth in 2 CFR §200.307. G. Property Standards When property (real, tangible or intangible) is, in whole or in part, improved, developed, purchased or otherwise acquired with Subaward funds, Subrecipient shall comply with the regulations set forth in 2 CFR §§200.310 through 200.316 ("Property Regulations"). These Property Regulations include, without limitation, provisions related to the following: 1. Requirements for insurance coverage for real property and equipment. 2. Requirements for title, use, disposition and transfer of title of "real property" (as defined in 2 CFR §200.85). 3. Regulations involving Federally -owned and exempt property. 4. Requirements for title, use, management (including recordkeeping, inventory, control systems and maintenance procedures), and disposition of "equipment" (as defined in 2 CFR §200.33). 5. Requirements for title, use and disposition of "supplies" (as defined in 2 CFR §200.94). 6. Requirements for title, rights, use and disposition of "intangible property" (as defined in 2 CFR §200.59). Such requirements include, without limitation, (a) a reservation of rights by the Federal awarding agency to a royalty -free, non-exclusive and irrevocable right to use certain copyrighted work or work subject to copyright, (b) the rights of the Federal government to data produced under the Subaward, (c) the applicability of the Freedom of Information Act to certain research data produced or acquired under the Subaward, and (d) Subrecipient's compliance with applicable regulations governing patents and inventions, including government wide regulations codified at 37 CFR Part 401. Subrecipient agrees that it shall hold in trust all real property, equipment and intangible property acquired, developed or improved with Subaward funds in accordance with the provisions set forth in 2 CFR §200.316. H. Procurement and Contracting Regulations When procuring and/or contracting for property and/or services that are to be paid or reimbursed by any amount of Subaward funds, Subrecipient shall comply with all regulations applying to "non -Federal entities" as set forth in 2 CFR §§200.318 through 200.326 (the "Procurement Regulations"). These Procurement Regulations include, without limitation, provisions requiring the following: Documentation and use of procurement procedures in compliance with Procurement Regulations. CCTA 16 Subaward Agreement 10 2. Contracting oversight and maintenance of written standards of conduct covering conflicts of interest. 3. Compliance with federal standards regarding procurement and award of contracts, competition, and procurement methods. 4. Affirmative steps required to encourage contracting with small and minority businesses, women's business enterprises, and labor surplus area firms. 5. Compliance with Section 6002 of the Solid Waste Disposal Act in the procurement of recovered materials. 6. Requirement to perform a cost or price analysis in connection with procurements. 7. Bonding requirements. 8. Requirement to make procurement documentation available for review by the City, and the Federal awarding agency. In addition, Subrecipent must include in all of its contracts paid or reimbursed in whole or in part with Subaward funds the provisions set forth in Appendix II to 2 CFR Part 200 (Contract Provisions for non - Federal Entity Contracts under Federal Awards) as required by 2 CFR §200.326. Financial and Performance Monitoring and Reporting Subrecipient shall comply with the monitoring requirements for a non - Federal entity as set forth in 2 CFR §200.328, which requires the Subrecipient to oversee the operations of its activities supported by the Grant and monitor such activities to assure compliance with applicable Federal requirements and performance expectations are being achieved. Further, Subrecipient shall comply with the financial and performance reporting requirements for a non -Federal entity as set forth in 2 CFR §§200.327 to 200.329 and any other reporting requirements that may be promulgated by the Federal awarding agency or the City in accordance with such regulations. Such reporting requirements include, without limitation, the provision of any information required for the assessment or evaluation of any activities funded by the Subaward and the reporting of information related to real property in which the Federal government retains an interest. Subrecipient acknowledges that the City, as a "pass-through entity," may make various findings, determinations, evaluations and reports regarding Subrecipient and its use of Subaward funds, as set forth in 2 CFR §§200.330 to 200.332. In accordance with such regulations, Subrecipient shall comply with, and timely grant to the City and its auditors, any monitoring requests, requests for on-site access to facilities, equipment and personnel, and requests for any other information as may be authorized under such regulations. Subrecipient shall also timely grant to CCTA 16 Subaward Agreement 11 the City and its auditors access to Subrecipient's records and financial statements as required under 2 CFR §200.331(a)(5). In addition, Subrecipient shall comply with any conditions that may be placed upon Subrecipient as part of the City's risk evaluation of Subrecipient under 2 CFR §200.331(b). Record Retention and Access Subrecipient shall comply with all records retention, maintenance, storage, transmission, and collection requirements applicable to a non -Federal entity as set forth in 2 CFR §§200.333 to 200.335. Such regulations require, without limitation, that Subrecipient retain financial records, supporting documents, statistical records, and all other records of Subrecipient that are related and/or pertinent to Subrecipient's use of Subaward funds in a manner and for a duration of time as prescribed in such regulations and that Subrecipient collect, transmit and store Subaward-related information in a manner as set forth in 2 CFR §200.335. In accordance with the provisions set forth in 2 CFR §200.336, Subrecipient hereby grants the Federal awarding agency, the Inspectors General, the Comptroller General of the United States, and the City, or any of their authorized representatives, the right of access to any documents, papers, or other records of Subrecipient which are pertinent to the Subaward, in order to make audits, examinations, excerpts, and transcripts. This right also includes timely and reasonable access to Subrecipient's personnel for the purpose of interview and discussion related to such documents. These access rights shall not be limited to any required record retention period but last as long as the records are retained, and access shall not otherwise be limited unless as specifically permitted under 2 CFR §§200.336 to 200.337. Subrecipient shall require any of its subrecipients, contractors, successors, transferees and assignees to acknowledge and agree to comply with the provisions of this Section. K. Cost Principles Subrecipient shall comply with the cost principles for federal awards as set forth in 2 CFR Part 200 Subpart E ("Cost Principles"). Subrecipient acknowledges and agrees that any costs incurred by Subrecipient may only be charged to or reimbursed by Subaward funds if it is incurred in compliance with all Requirements for the Subaward and is also deemed allowable and allocable under the Subaward in accordance with the provisions set forth in the Cost Principles. CCTA 16 Subaward Agreement 12 L. Audit Requirements By virtue of using Subaward funds, Subrecipient acknowledges and agrees that it is subject to the provisions set forth in 2 CFR Part 200 Subpart F ("Audit Requirements"). Subrecipient shall comply with all provisions applicable to a non -Federal entity and an "auditee" (as defined in 2 CFR §200.6) as set forth in such Audit Requirements, including the requirement to conduct a single audit if applicable. M. Closeout and Post Closeout Subrecipient shall comply with the obligations applicable to a non -Federal entity as it pertains to the closeout of this Subaward as set forth in 2 CFR §200.343. Subrecipient acknowledges and agrees that it shall continue to comply with the post closeout obligations set forth in 2 CFR §200.344 after closeout of the Subaward and expiration of the Term of this Agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] CCTA 16 Subaward Agreement 13 III. STANDARD PROVISIONS §3.1 Independent Party Subrecipient is acting hereunder as an independent party, and not as an agent or employee of the City. No employee of Subrecipient is, or shall be, an employee of the City by virtue of this Agreement, and Subrecipient shall so inform each employee organization and each employee who is hired or retained under this Agreement. Subrecipient shall not represent or otherwise hold out itself or any of its directors, officers, partners, employees, or agents to be an agent or employee of the City by virtue of this Agreement. §3.2 Construction of Provisions and Titles Herein All titles, subtitles, or headings in this Agreement have been inserted for convenience and shall not be deemed to affect the meaning or construction of any of the terms or provisions hereof. The language of this Agreement shall be construed according to its fair meaning and not strictly for or against either party. The word "Subrecipient" herein and in any amendments hereto includes the party or parties identified in this Agreement. The singular shall include the plural. If there is more than one Subrecipient as identified herein, unless expressly stated otherwise, their obligations and liabilities hereunder shall be joint and several. Use of the feminine, masculine, or neuter genders shall be deemed to include the genders not used. §3.3 Applicable Law. Interpretation and Enforcement Each party's performance hereunder shall comply with all applicable laws of the United States of America, the State of California, the County and City of Anaheim, including but not limited to, laws regarding health and safety, labor and employment, wage and hours and licensing laws which affect employees. This Agreement shall be enforced and interpreted under the laws of the State of California without regard to conflict of law principles. Subrecipient shall comply with new, amended, or revised laws, regulations, and/or procedures that apply to the performance of this Agreement. In any action arising out of this Agreement, Subrecipient consents to personal jurisdiction, and agrees to bring all such actions, exclusively in state and federal courts located in Orange County, California. If any part, term or provision of this Agreement shall be held void, illegal, unenforceable, or in conflict with any law of a federal, state or local government having jurisdiction over this Agreement, the validity of the remaining parts, terms or provisions of this Agreement shall not be affected thereby. §3.4 Integrated Agreement This Agreement sets forth all of the rights and duties of the parties with respect to the subject matter hereof, and replaces any and all previous agreements or understandings, whether written or oral, relating thereto. This Agreement may be amended only as provided for herein. CCTA 16 Subaward Agreement 14 §3.5 Excusable Delays In the event that performance on the part of any party hereto shall be delayed or suspended as a result of circumstances beyond the reasonable control and without the fault and negligence of said party, none of the parties shall incur any liability to the other parties as a result of such delay or suspension. Circumstances deemed to be beyond the control of the parties hereunder shall include, but not be limited to, acts of God or of the public enemy; insurrection; acts of the Federal Government or any unit of State or Local Government in either sovereign or contractual capacity; fires; floods; epidemics; quarantine restrictions; strikes, freight embargoes or delays in transportation; to the extent that they are not caused by the party's willful or negligent acts or omissions and to the extent that they are beyond the party's reasonable control. §3.6 Breach Except for excusable delays as described in §3.5 herein, if any party fails to perform, in whole or in part, any promise, covenant, or agreement set forth herein, or should any representation made by it be untrue, any aggrieved party may avail itself of all rights and remedies, at law or equity, in the courts of law. Said rights and remedies are cumulative of those provided for herein except that in no event shall any party recover more than once, suffer a penalty or forfeiture, or be unjustly compensated. §3.7 Prohibition Against Assignment or Delegation Subrecipient may not, unless it has first obtained the written permission of the City: A. Assign or otherwise alienate any of its rights hereunder, including the right to payment; or B. Delegate, subcontract, or otherwise transfer any of its duties hereunder. §3.8 Indemnification Each of the parties to this Agreement is a public entity. In contemplation of the provisions of Section 895.2 of the Government Code of the State of California imposing certain tort liability jointly upon public entities, solely by reason of such entities being parties to an Agreement as defined by Section 895 of said Code, the parties hereto, as between themselves, pursuant to the authorization contained in Sections 895.4 and 895.6 of said Code, will each assume the full liability imposed upon it or upon any of its officers, agents, or employees by law, for injury caused by a negligent or wrongful act or omission occurring in the performance of this Agreement, to the same extent that such liability would be imposed in the absence of Section 895.2 of said Code. To achieve the above - stated purpose, each party indemnifies and holds harmless the other party solely by virtue of said Section 895.2. The provision of Section 2778 of the California Civil Code is made a part hereto as if fully set forth herein. Subrecipient certifies that it has adequate self insured retention of funds to meet any obligation arising from this Agreement. CCTA 16 Subaward Agreement 15 A. Pursuant to Government Code Sections 895.4 and 895.6, the parties shall each assume the full liability imposed upon it, or any of its officers, agents or employees, by law for injury caused by any negligent or wrongful act or omission occurring in the performance of this Agreement. B. Each party indemnifies and holds harmless the other party for any loss, costs, or expenses that may be imposed upon such other party by virtue of Government Code section 895.2, which imposes joint civil liability upon public entities solely by reason of such entities being parties to an agreement, as defined by Government Code section 895. C. In the event of third -party loss caused by negligence, wrongful act or omission by both Parties, each party shall bear financial responsibility in proportion to its percentage of fault as may be mutually agreed or judicially determined. The provisions of Civil Code Section 2778 regarding interpretation of indemnity agreements are hereby incorporated. §3.9 Subcontractor Assurances Subrecipient shall contractually obligate all of its contractors, subcontractors and vendors funded by Subaward funds as may be required to ensure that Subrecipient can comply with all of the Requirements and other provisions of this Agreement. §3.10 Remedies for Noncompliance Subrecipient acknowledges and agrees that, in the event Subrecipient fails to comply with the terms and conditions of this Agreement or with any Requirements referenced in Section 2.1 above, the Federal awarding agency or the City shall have the right to take one or more of the actions set forth in 2 CFR §200.338. Such actions may include, without limitation, the withholding of cash payments, suspension and/or termination of the Subaward, and the disallowing of certain costs incurred under the Subaward. Any costs incurred by Subrecipient during a suspension or after termination of the Subaward shall not be considered allowable under the Subaward unless allowed under 2 CFR §200.342. Subrecipient shall be liable to the Federal awarding agency and the City for any Subaward funds the Federal awarding agency determines that Subrecipient used in violation of any Requirements reference in Section 2.1 above, and Subrecipient shall indemnify and hold harmless the City for any sums the Federal awarding agency determines Subrecipient used in violation of such Requirements. Subrecipient shall be granted the opportunity to object to and challenge the taking of any remedial action by the Federal awarding agency or the City in accordance with the provisions set forth in 2 CFR §200.341. §3.11 Termination Subrecipient acknowledges and agrees that the Subaward, and any obligation to disburse to or reimburse Subrecipient in connection thereto, may be terminated CCTA 16 Subaward Agreement 16 in whole or in part by the Federal awarding agency or the City as set forth in 2 CFR §200.339. Subrecipient shall have the right to terminate the Subaward only as set forth in 2 CFR §200.339. In the event the Subaward is terminated, all obligations and requirements of this Agreement and the Grant shall survive and continue in full force and effect in connection with any portion of the Subaward remaining prior to such termination, including, without limitation, the closeout and post closeout requirements set forth in this Agreement. §3.12 Amendments Any change in the terms of this Agreement, including the performance period of the Subaward and any increase or decrease in the amount of the Subaward, which are agreed to by the City and Subrecipient shall be incorporated into this Agreement by a written amendment properly executed and signed by the person authorized to bind the parties thereto. §3.13 Complete Agreement This Agreement sets forth all of the rights and duties of the parties with respect to the subject matter hereof, and replaces any and all previous agreements or understandings, whether written or oral, relating thereto. This Agreement may be amended only as provided for herein and neither verbal agreement nor conversation with any officer or employee of either party shall affect or modify any of the terms and conditions of this Agreement. This Agreement is executed in two duplicate originals, each of which is deemed to be an original. This Agreement includes eighteen (18) pages and five Exhibits which constitute the entire understanding and agreement of the parties. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] CCTA 16 Subaward Agreement 17 IN WITNESS WHEREOF, the City and Subrecipient have caused this Subaward Agreement to be executed by their duly authorized representatives. APPROVED AS TO FORM: ROBERT FABELA, City Attorney BY Sr. Assistant City Attorney Date For: THE CITY OF ANAHEIM JORGE CISNEROS, CHIEF OF POLICE By Jorge Cisneros, Chief of Police Anaheim Police Department Date ATTEST: THERESA BASS, City Clerk By City Clerk Date APPROVED AS T OR For: CITY SEAL BEACH DUNS #06-0752607 BY graiA. By ` Steers--' City Attorney, City of Seal Beach Date September 4, 2019 WA 1cl ATTEST: � 4 -- By � , n n\, Date City Business License Number:.j�p �— Internal Revenue Service ID Number: Council File/OARS File Number: C.F. #18-0151 City Contract Number: Date of Approval CCTA 16 Subaward Agreement 18