SUBRECIPIENT AGREEMENT.PDF

SUBRECIPIENT AGREEMENT BETWEEN
Maricopa County Emergency Management
AND
The Arizona Department of Emergency and Military Affairs
FOR
Emergency Management Performance Grant - 00008-SO
WHEREAS, A.R.S. § 41-4254 (6) charges the Arizona Department of Emergency and Military
Affairs (DEMA) with the responsibility of administering funds.
THEREFORE, it is agreed that DEMA shall provide funding to Maricopa County Emergency
Management ("Subrecipient") under CFDA # 97.042 for services under the terms of this Grant
Agreement.
PURPOSE OF AGREEMENT
The purpose of this Agreement is to specify the rights and responsibilities of DEMA in
administering the distribution of Emergency Management Performance Grant (EMPG)
funds to Subrecipient, and to specify the rights and responsibilities of Subrecipient as the
recipient of these funds.
II. TERM OF AGREEMENT, TERMINATION AND AMENDMENTS
This Agreement shall become effective on July 1, 2017 and shall terminate on June 30,
2018. The obligations of Subrecipient as described herein will survive termination of this
agreement.
III. DESCRIPTION OF SERVICES, SUPPLIES AND EQUIPMENT
Subrecipient shall provide the services for DEMA, and shall purchase the supplies and
equipment for Subrecipient's use in conjunction with this Agreement as set forth in
writing Subrecipient's grant application titled "EMPG FY17", a copy of which is attached
as Exhibit III
a) The FY 2017 EMPG covers eligible costs from July 1, 2017 - June 30, 2018. The
funds awarded in the grant agreement shall only be used to cover allowable costs
that are incurred during the agreement period. Grant agreement funds shall not be
used for other purposes. Allowable costs are defined in the FY 2017 EMPG Notice of
Funding Opportunity (NOF0), a copy of which is attached as Exhibit III(a).
b) All EMPG funded personnel must complete training requirements for the National
Incident Management System (NIMS) as stated in the EMPG NOFO, and
Subrecipient must provide DEMA with written proof of completion for each individual
as soon as that individual's training is completed. All EMPG funded personnel must
also participate in no less than three exercises run by either Subrecipient or DEMA in
a 12 month period.
c) Finance & Administration- DEMA will serve as the primary fiscal agent for all FFY
2017 EMPG funds.
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i) The FY 2017 EMPG program has a 50% cost match (cash or in-kind)
requirement, as authorized by the Robert T. Stafford Disaster Relief and
Emergency Assistance Act, as amended, (Pub. L. No. 93-288) (42 U.S.C. §§
5121 et seq.), specifically, Title VI, sections 611(U) and 613. Federal funds
cannot exceed 50% of eligible costs. Unless otherwise authorized by law,
federal funds cannot be matched with other federal funds. All funds received
by Subrecipient through DEMA under this Agreement are agreed to be
federal matching funds; Subrecipient shall be solely responsible for providing
the other 50% (cash or in-kind) in order to obtain these federal matching
funds.
ii) The Federal Emergency Management Agency (FEMA) administers cost
matching requirements in accordance with 2 CFR § 200.306. To meet
matching requirements, Subrecipient contributions must be reasonable,
allowable, allocable, and necessary under the grant program and must
comply with all federal requirements and regulations.
IV. MANNER OF FINANCING
DEMA shall:
a) Provide up to $838,976.00 to the Subrecipient for 50% of the costs associated
with the services, supplies and equipment identified in Exhibit III. Subrecipient will
provide the services required by part III of this Agreement and acquire the supplies
and equipment identified therein for its own use, unless a change is agreed to as
provided in part XII of this Agreement.
b) Payment made by DEMA to Subrecipient shall be on a reimbursement basis only
and is conditioned upon receipt of proof of payment and applicable, accurate and
complete reimbursement documents, as deemed necessary by DEMA, to be
submitted by Subrecipient. A listing of acceptable documentation is attached as
Exhibit IV(b). Payments by DEMA to Subrecipient will be contingent upon DEMA
receiving complete documentation for each expenditure from Subrecipient.
Payment maybe contingent upon certification of the Subrecipient's financial
management system in accordance with acceptable standards in OMB Circular A-
110.
V. FISCAL RESPONSBILITY
It is understood and agreed that all of the funds provided by DEMA to Subrecipient
under this Agreement shall be used by Subrecipient only for items and services to be
acquired by Subrecipient under this Agreement. For any funds received under this
Agreement for which expenditure is disallowed by an audit exemption or otherwise by
DEMA, the State, or Federal government, Subrecipient shall reimburse said funds
directly to DEMA immediately.
VI. FINANCIAL AUDIT/PROGRAMATIC MONITORING
Subrecipient agrees to terms specified in A.R.S. § 35-214 and § 35-215.
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a) If Subrecipient expends $750,000 or more from all federal funding sources during the
fiscal year, Subrecipient shall submit an organization-wide financial and compliance
audit report per Subpart F of 2 C.F.R. Part 200. Failure to comply with any
requirements imposed as a result of an audit will suspend the release of federal funds
by DEMA to Subrecipient until Subrecipient is in compliance with all such
requirements.
b) Subrecipient will be monitored periodically by DEMA, both programmatically and
financially, to ensure that the project goals, objectives, performance requirements,
timelines, milestone completion, budgets, and other related program criteria are
being met. Monitoring will be accomplished through a combination of office-based
reviews and onsite monitoring visits. Monitoring can involve aspects of the work
involved under this Agreement including but not limited to the review and analysis of
financial, programmatic, equipment, performance and administrative issues relative
to each program, and may identify areas where technical assistance and other
support may be needed. Subrecipient shall participate in and cooperate with all such
monitoring by DEMA, and shall provide access to all personnel, documents, and
other records as may be requested from time to time by DEMA. Subrecipient also
shall comply with all requests of DEMA that DEMA deems necessary to assure the
parties' compliance with their obligations under this Agreement.
VII. APPLICABLE FEDERAL REGULATIONS
Subrecipient must comply with the EMPG FY 2017 NOFO, Office of Management and
Budget (OMB) Circular's Code of Federal Regulations (CFR), and other Federal
guidance including but not limited to:
a) 2 CFR § 200.0-200.345 Uniform Administrative Requirements Subpart A-D, for
Grants and Cooperative Agreements to State and Local Governments (formerly
OMB Circular A-102)
b) 2 CFR § 200.402-200.475 Subpart E — Cost Principles, Local & Indian Tribal
Governments
c) 2 CFR Part 200 Subpart E- §200.400-200.417 State and Local Governments; 2 CFR
Part 220, Educational Institutions; 2 CFR Part 230, Non-Profit Organizations; Federal
Acquisition Regulation Subpart 31.2, Contracts with Commercial Organizations.
d) U.S. Department of Homeland Security Authorized Equipment List (AEL), at
https://www.fema.gov/authorized -equipment -list
e) 2 CFR Part 215, Institutions of Higher Education, Hospitals and Other Non-Profit
Organizations.
f) 28 CFR applicable to grants and cooperative agreements, including Part II,
Applicability of Office of Management and Budget Circulators; Part 18, Administrative
Review Procedure; Part 20, Criminal Justice Information Systems; Part 22,
Confidentiality of Identifiable Research and Statistical Information; Part 23, Criminal
Intelligence System Operating Policies; Part 42, Non-discrimination Equal
Employment Opportunities Policies and Procedures; Part 61, Procedures for
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Implementing the National Environmental Policy Act; Part 63, Floodplain
Management and Wetland Protection Procedures; and Part 66, Uniform
Administrative Requirements for Grants and Co-operative Agreements to State and
Local Government.
g) OMB Circular A-133, Audits of States, Local Governments, and Non-Profit
Organizations, at
http://www.whitehouse.gov/omb/circulars/a133 compliance supplement 201
2.
Included within the above mentioned guidance documents are provisions for the
following:
National Incident Management System (NIMS)
Subrecipient agrees to remain in compliance with National Incident Management System
(NIMS) Implementation initiatives as outlined in the NOFO.
Environmental Planning and Historic Preservation
Subrecipient shall comply with all applicable Federal, State, and Local environmental
and historic preservation (EHP) requirements and shall provide any information
requested by FEMA to ensure compliance with applicable laws including: National
Environmental Policy Act, National Historic Preservation Act, Endangered Species Act,
and Executive Orders on Floodplains (11988), Wetlands (11990) and Environmental
Justice (12898).Subrecipient shall not undertake any project having the potential to
impact EHP resources without the prior approval of DEMA/FEMA, including but not
limited to communications towers, physical security enhancements, new construction,
and modifications to buildings that are 50 years old or greater. Subrecipient must comply
with all conditions placed on the project as the result of the EHP review. Any change to
the approved project scope of work will require re-evaluation for compliance with these
EHP requirements. If ground disturbing activities occur during project implementation,
Subrecipient must ensure monitoring of ground disturbance and if any potential
archeological resources are discovered, Subrecipient will immediately cease
construction in that area and notify FEMA and the appropriate State Historic
Preservation Office. Procurement and construction activities shall not be initiated prior to
the full environmental and historic preservation review.
Consultants/Trainers/Training Providers
Billings for consultants/trainers/training providers must include at a minimum: a
description of services; dates of services; number of hours for services performed; rate
charged for services; and, the total cost of services performed.
Consultant/trainer/training provider costs must be within the prevailing rates; must be
obtained under consistent treatment with the procurement policies of Subrecipient and 2
CFR § 200.231, 200.326 & 200.323.
Contractors/Subcontractors
Subrecipient may enter into written subcontract(s) for performance of certain of its
functions under this Agreement in accordance with terms established in the OMB
Circulars, Code of Federal Regulations, DHS Guidance/N0F0 and DHS Program
Guidance. Subrecipient agrees and understands that no subcontract that Subrecipient
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enters into with respect to performance under this Agreement shall in any way relieve
Subrecipient of any responsibilities for performance of its duties. Subrecipient shall give
DEMA immediate notice in writing by certified mail of any action or suit filed and prompt
notice of any claim made against Subrecipient by any subcontractor or vendor which in
the opinion of Subrecipient may result in litigation related in any way to the Agreement
with DEMA.
Personnel and Travel Costs
All grant funds expended for personnel, travel, lodging, and per diem must be consistent
with the Subrecipient's policies and procedures and the State of Arizona Accounting
Manual (SAAM); must be applied uniformly to both federally financed and other activities
of the agency; and will be reimbursed at the most restrictive allowability and rate. At no
time will Subrecipient's reimbursement(s) exceed the State rate established by the
Arizona Department of Administration, General Accounting Office Travel Policies:
https://gao.az.gov/publications/saann
Procurement
Subrecipient shall comply with all of its own procurement rules/policies, all Federal
procurement rules/policies (including but not limited to those outlined in this section VII
of this Agreement), and all Arizona State procurement code provisions and rules. The
Federal intent is that all Funds are awarded competitively. Subrecipient shall not enter
into a Noncompetitive (Sole or Single Source) procurement agreement, unless prior
written approval is granted by DEMA.
Training and Exercise
Subrecipient agrees that any grant funds used for training and exercise must be in
compliance with the NOFO. All training must be approved through DEMA/Arizona
Department of Homeland Security training request process prior to execution of training
contract(s). All exercises must utilize the FEMA Homeland Security Exercise and
Evaluation Program (HSEEP) Toolkit for exercise design, development and scheduling.
Subrecipient agrees to:
a) Submit the HSEEP Toolkit Exercise Summary to DEMA with all Exercise
Reimbursement Requests within 90 days of completion of the exercise in question.
b) Post all exercises, documentation and After Action Reports/Improvement Plans via
the HSEEP Toolkit within 90 days of completion of the exercise in question
c) Within 60 days of completion of an exercise, or as prescribed by the most recent
HSEEP guidance, the Subrecipient is required to upload the AAR/IP into the HSEEP
Toolkit and email the AAR/IP to the local County Emergency Manager, the FEMA
Region IX Exercise POC, HSEEPdhs.qov, and the DEMA Exercise Officer.
Nonsupplanting Agreement
Subrecipient shall not use funds to supplant State or Local funds or other resources that
would otherwise have been made available for this program/project. Further, if a position
created by a grant is filled from within, the vacancy created by this action must be filled
within thirty (30) days. If the vacancy is not filled within thirty (30) days, Subrecipient
must stop charging the grant for the new position. Upon filling the vacancy, Subrecipient
may resume charging for the grant position.
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E-Verify
Compliance requirements for A.R.S. § 41-4401—immigration laws and E-Verify
requirement.
a) Subrecipient warrants its compliance with all Federal immigration laws and
regulations relating to its employees and to employees of any contractor or
subcontractor retained through Subrecipient to provide goods or services related to
this Agreement, including but not limited to A.R.S. § 23-214, Subsection A (That
subsection reads: "After December 31, 2007, every employer, after hiring an
employee, shall verify the employment eligibility of the employee through the E-Verify
program").
b) A breach of a warranty by Subrecipient regarding compliance with immigration laws
and regulations shall be deemed a material breach of this Agreement and
Subrecipient may be subject to penalties to be determined at DEMA's discretion, up
to and including termination of this Agreement.
c) DEMA retains the legal right to inspect the papers of any Subrecipient employee who
works on the Agreement, and those of any employee of any contractor or
subcontractor retained through Subrecipient to provide goods or services related to
this Agreement, to ensure that Subrecipient is complying with the warranty under
paragraph (a) above.
Property Control
Effective control and accountability must be maintained by Subrecipient for all equipment
and supplies acquired by Subrecipient under this Agreement. Subrecipient must
adequately safeguard all such property and must assure that it is used for authorized
purposes as described in the NOFO, grant application, and Code of Federal Regulations
(CFRs). Subrecipient shall exercise caution in the use, maintenance, protection and
preservation of such property.
a) Equipment acquired by Subrecipient under this Agreement shall be used by
Subrecipient in the program or project for which it was acquired as long as needed,
whether or not the program or project continues to be supported by federal grant
funds. Theft, destruction, or loss of property shall be reported to DEMA immediately.
b) Nonexpendable Property is property which has a continuing use, is not consumed in
use, is of a durable nature with an expected service life of one or more years, has an
acquisition cost of $300 (Three Hundred Dollars) or more, and does not become a
fixture or lose its identity as a component of other equipment or plant.
c) A Capital Asset is any personal or real property, or fixture that has an acquisition
cost of $5,000 (Five Thousand Dollars) or more per unit and a useful life of more
than one year. If the Capital Asset current value is equal to or greater than $5,000 at
the end of life or required project activities is discontinued, Subrecipient must request
and receive authorization from DEMA prior to disposition.
d) A Property Control Form (if applicable) shall be maintained for the entire scope of
the program or project for which property was acquired through the end of its useful
life and/or disposition. All Nonexpendable Property and Capital Assets must be
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included on the Property Control Form. Subrecipient shall provide DEMA a copy of
the Property Control Form with the final reimbursement request form, or no more
than ninety (90) calendar days after the end of the Agreement. The Property
Control Form shall be updated and a copy provided to DEMA no more than forty-
five (45) calendar days after equipment disposition, if applicable.
e) Upon submission of the final quarterly programmatic report Subrecipient must file
with DEMA a copy of the Property Control Form. Subrecipient agrees to be subject to
equipment monitoring and auditing by state or federal authorized representatives to
verify information.
f) A physical inventory of the Nonexpendable Property and Capital Assets must be
taken and the results reconciled with the Property Control Form at least once every
two years. (1) A control system must be developed to ensure adequate safeguards
to prevent loss, damage, or theft of the property. Any loss, damage, or theft shall be
investigated. (2) Adequate maintenance procedures must be developed to keep the
property in good condition.
VIII. DEBARMENT CERTIFICATION
Subrecipient agrees to comply with the Federal Debarment and Suspension regulations
as outlined in the "Certification Regarding Debarment, Suspension, Ineligibility and
Voluntary Exclusion — Lower Tier Covered Transactions" Attached as Exhibit VIII.
IX. FUNDS MANAGEMENT
Subrecipient must maintain funds received under this Agreement in separate ledger
accounts and cannot mix these funds with funds from other sources. Subrecipient must
manage funds according to applicable Federal regulations for administrative
requirements, costs principles, and audits. Subrecipient must maintain adequate
business systems to comply with Federal requirements. The business systems that must
be maintained are:
• Financial Management
• Procurement
• Personnel
• Property
• Travel
A system is adequate if it is 1) written; 2) consistently followed — it applies in all similar
circumstances; and 3) consistently applied — it applies to all sources of funds.
X. REPORTING REQUIREMENTS
Regular reports by Subrecipient shall include:
a) Programmatic Reports- Subrecipient shall provide quarterly programmatic reports to
DEMA within fifteen (15) working days of the last day of the quarter in which
services are provided. Subrecipient shall use the form provided by DEMA to submit
quarterly programmatic reports. The report shall contain such information as
deemed necessary by DEMA. Subrecipient shall use the Quarterly Programmatic
Report Format template, a copy of which is attached as Exhibit X(a). If a project
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has been fully completed and implemented, and there will be no further updates,
then the quarterly programmatic report for the quarter in which the project was
completed will be sufficient as the final report. The report should be marked as final
and should be inclusive of all necessary and pertinent information regarding the
project as deemed necessary by DEMA. Quarterly programmatic reports shall be
submitted to DEMA until the entire scope of the Grant is completed. Upon request
of DEMA, Subrecipient must provide to DEMA information necessary to meet any
state or federal reporting requirements.
b) Quarterly Programmatic reports are due:
October 15 (period July 1 — September 30)
January 15 (period October 1— December 31)
April 15 (period January 1 — March 31)
July 15 (period April 1 — June 30) FINAL
Quarterly Financial Expenditure reports are due:
October 30 (period July 1 — September 30)
January 30 (period October 1— December 31)
April 30 (period January 1 — March 31)
Aug 15 (period April 1 — June 30) FINAL
d) Financial Reimbursements
Subrecipient shall provide DEMA with quarterly requests for reimbursement.
Reimbursements shall be submitted with the Reimbursement Form provided by
DEMA, a copy of which is attached as Exhibit X(d).
Subrecipient shall submit to DEMA a final reimbursement for expenses received and
invoiced prior to the end of the termination of this Agreement no more than ninety
(90) calendar days after the end of the Agreement. Requests for reimbursement
received by DEMA later than the ninety (90) days after the Agreement termination
will not be paid. The final reimbursement request as submitted shall be marked
FINAL.
DEMA requires that all requests for reimbursement are submitted via U.S. mail
(United States Postal Service), FedEx, UPS, or another established private delivery
service, or in person. Reimbursements submitted via fax or by any electronic means
will not be accepted.
DEMA reserves the right to request and/or require any supporting documentation
and/or information DEMA believes necessary in order to process reimbursements.
Subrecipient shall promptly provide DEMA with all such documents
All reports shall be submitted by Subrecipient to the DEMA contact person as described
in Part XXXVII, NOTICES, of this Agreement.
XI. ASSIGNMENT AND DELEGATION
Subrecipient may not assign any rights hereunder without the express, prior written
consent of both parties.
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XII. AMENDMENTS
Any change in this Agreement including but not limited to the Description of Services
and budget described herein, whether by modification or supplementation, must be
accomplished by a formal Agreement amendment signed and approved by and between
the duly authorized representative of Subrecipient and DEMA.
Any such amendment shall specify: 1) an effective date; 2) any increases or decreases in
the amount of Subrecipient's compensation if applicable; 3) be titled as an "Amendment,"
and 4) be signed by the parties identified in the preceding sentence. Subrecipient
expressly and explicitly understands and agrees that no other method of communication,
including any other document, correspondence, act, or oral communication by or from any
person, shall be used or construed as an amendment or modification or supplementation
to this Agreement.
XIII. AGREEMENT RENEWAL
This Agreement shall not bind nor purport to bind DEMA for any contractual commitment
in excess of the original Agreement period.
XIV. RIGHT TO ASSURANCE
If DEMA in good faith has reason to believe that Subrecipient does not intend to, or is
unable to perform or continue performing under this Agreement, DEMA may demand in
writing that Subrecipient give a written assurance of intent to perform. If Subrecipient
fails to provide written assurance within the number of days specified in the demand,
DEMA at its option may terminate this Agreement.
XV. CANCELLATION FOR CONFLICT OF INTEREST
DEMA may, by written notice to Subrecipient, immediately cancel this Agreement
without penalty or further obligation pursuant to A.R.S. § 38-511 if any person
significantly involved in initiating, negotiating, securing, drafting or creating the
Agreement on behalf of the State or its subdivisions (unit of Local Government) is an
employee or agent of any other party in any capacity or a consultant to any other party to
the Agreement with respect to the subject matter of the Agreement. Such cancellation
shall be effective when the parties to the Agreement receive written notice from DEMA,
unless the notice specifies a later time.
XVI. THIRD PARTY ANTITRUST VIOLATIONS
Subrecipient hereby assigns to the State of Arizona any claim for overcharges resulting
from antitrust violations to the extent that such violations concern materials or services
supplied by third parties to Subrecipient toward fulfillment of this Agreement.
XVII. AVAILABILITY OF FUNDS
Every payment obligation of DEMA under this Agreement is conditioned upon the
availability of funds appropriated or allocated for the payment of such obligations. If the
funds are not allocated and available for the continuance of this Agreement, DEMA may
terminate this Agreement at the end of the period for which funds are available. No
liability shall accrue to DEMA in the event this provision is exercised, and DEMA shall
not be obligated or liable for any future payments or for any damages as a result of
termination under this part XVII, including purchases and/or contracts entered into by
Subrecipient in the execution of this Agreement.
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XVIII. FORCE MAJEURE
If either party hereto is delayed or prevented from the performance of any act required in
this Agreement by reason of acts of God, strikes, lockouts, labor disputes, civil disorder,
or other causes without fault and beyond the control of the party obligated, performance
of such act will be excused for the period of the delay.
XIX. PARTIAL INVALIDITY
Any term or provision of this Agreement that is hereafter declared contrary to any current
or future law, order, regulation, or rule, or which is otherwise invalid, shall be deemed
stricken from this Agreement without impairing the validity of the remainder of this
Agreement.
XX. ARBITRATION
In the event of any dispute arising under this Agreement, written notice of the dispute
must be provided to the other party within thirty (30) days of the events giving the rise to
the dispute. In the event that the parties cannot resolve their dispute on an agreed-upon
basis, either party may invoke arbitration through the American Arbitration Association
("AAA"), with the arbitrator to be selected pursuant to AAA rules and the arbitration to be
conducted according to the applicable AAA rules, and with the costs of arbitration
(including but not limited to the arbitrator's fees, attorneys' fees, and costs) to be
allocated between the parties by the arbitrator. Both parties being sovereign entities, the
parties agree that any litigation to enforce an arbitration award or for any other purpose
shall be only in the U.S. District Court for the District of Arizona in Phoenix, Arizona as
the proper forum for litigation between sovereign entities located in the State of
Arizona. In the event that the parties becoming involved in litigation with each other for
any reason in any other forum, both parties agree to have any claim(s) against the other
resolved in arbitration on the terms set forth in this part XX.
XXI. GOVERNING LAW AND CONTRACT INTERPRETATION
a) This Agreement shall be governed and interpreted in accordance with the laws of the
State of Arizona.
b) This Agreement is intended by the parties as a final and complete expression of their
agreement. No course of prior dealings between the parties and no usage of the trade
shall supplement or explain any terms in this document.
c) Either party's failure to insist on strict performance of any term or condition of the
Agreement shall not be deemed a waiver of that term or condition even if the party
accepting or acquiescing in the nonconforming performance knows of the nature of
the performance and fails to object.
XXII. ENTIRE AGREEMENT
This Agreement and its Exhibits constitute the entire Agreement between the parties
hereto pertaining to the subject matter hereof and may not be changed or added to
except by a writing signed by all parties hereto in conformity with Part XII of this
Agreement; provided; however, that DEMA shall have the right to immediately amend
this Agreement so that it complies with any new legislation, laws, ordinances, or rules
affecting this Agreement. Subrecipient agrees to comply with any such amendment
within ten (10) business days of receipt of a fully executed amendment. All prior and
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contemporaneous agreements, representations, and understandings of the parties, oral,
written, pertaining to the subject matter hereof, are hereby superseded or merged
herein.
XXIII. RESTRICTIONS ON LOBBYING
Subrecipient shall not use funds made available to it under this Agreement to pay for,
influence, or seek to influence any officer or employee of a State or Federal government.
XXIV. LICENSING
Subrecipient, unless otherwise exempted by law, shall obtain and maintain all licenses,
permits, and authority necessary to perform those acts it is obligated to perform under
this Agreement.
XXV. NON-DISCRIMINATION
Subrecipient shall comply with all State and Federal equal opportunity and non-
discrimination requirements and conditions of employment, including the Americans with
Disabilities Act, in accordance with A.R.S. title 41, Chapter 9, Article 4 and Executive
Order 2009-09.
XXVI. SECTARIAN REQUESTS
Funds disbursed pursuant to this Agreement may not be expended for any sectarian
purpose or activity, including sectarian worship or instruction in violation of the United
States or Arizona Constitutions.
XXVII. ADVERTISING AND PROMOTION OF AGREEMENT
Subrecipient shall not advertise or publish information for commercial benefit concerning
this Agreement without the written approval of DEMA.
XXVIII. CLOSED-CAPTIONING OF PUBLIC SERVICE ANNOUNCEMENTS
Any television public service announcement that is produced or funded in whole or in
part by Subrecipient shall include closed captioning of the verbal content of such
announcement.
XXIX. INDEMNIFICATION
To the extent permitted by law, each party (as indemnitor) agrees to indemnify, defend
and hold harmless the other party (as indemnitee) from and against any and all claims,
losses, liability, costs, or expenses (including reasonable attorney's fees) (hereinafter
collectively referred to as claims) arising out of bodily injury of any person (including
death) or property damage, but only to the extent that such claims which result in
vicarious/derivative liability to the indemnitee, and are caused by the act, omission,
negligence, misconduct, or other fault of the indemnitor, its officers, officials, agents,
employees, or volunteers.
XXX. TERMINATION
a) All parties reserve the right to terminate the Agreement in whole or in part due to the
failure of Subrecipient or DEMA to comply with any term or condition of the
Agreement, to acquire and maintain all required insurance policies, bonds, licenses
and permits or to make satisfactory progress in performing the Agreement. The party
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wishing to terminate this Agreement shall provide the other party with a written thirty
(30) day advance notice of the termination and the reasons for it.
b) If Subrecipient chooses to terminate this Agreement before the grant deliverables
have been met then DEMA reserves the right to collect from Subrecipient all funds
distributed by DEMA under this Agreement to Subrecipient.
c) DEMA may, upon termination of this Agreement, procure, on terms and in the manner
that it deems appropriate, materials or services to replace those under this
Agreement. Subrecipient shall be liable to DEMA for any excess costs incurred by
DEMA in procuring materials or services in substitution for those due from
Su brecipient.
)00(1. CONTINUATION OF PERFORMANCE THROUGH TERMINATION
Subrecipient shall continue to perform, in accordance with the requirements of the
Agreement, up to the date of termination, as directed in the termination notice.
)00(I I . COUNTERPARTS
This Agreement may be executed in any number of counterparts, copies, or duplicate
originals. Each such counterpart, copy, or duplicate original shall be deemed an original,
and collectively they shall constitute one agreement.
)00(111. AUTHORITY TO EXECUTE THIS AGREEMENT
Each individual executing this Agreement on behalf of Subrecipient represents and
warrants that he or she is duly authorized to execute this Agreement.
)00(IV. SPECIAL CONDITIONS
Subrecipient acknowledges that U.S. Department of Homeland Security and DEMA
reserve a royalty-free, non-exclusive, and irrevocable license to reproduce, publish,
or otherwise use, and authorize others to use, for Federal government purposes:
1. The copyright in any work developed under an award to DEMA or this sub-award
to Subrecipient; and
2. Any rights of copy right to which the Subrecipient purchases ownership with
Federal support. Subrecipient shall consult with DEMA regarding the allocation of
any patent rights that arise from, or are purchased with, this funding.
)00(V. RECORD RETENTION
Pursuant to A.R.S. §§ 35-214 and 35-215, the Parties shall retain all records relating to
this Agreement for a period of five years after completion of the Agreement. All records
shall be subject to inspection and audit by the State of Arizona at reasonable times.
EMF-2017-EP-00008-501 Any unauthorized changes to this document will result in termination of this award.
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XXXVI. NOTICES
Any and all notices, requests, demands, or communications by either party to this
Agreement, pursuant to or in connection with this Agreement shall be in writing be
delivered in person or shall be sent to the respective parties at the following addresses:
Arizona Department of Emergency & Military Affairs
5636 E. McDowell Rd
Phoenix, AZ 85008
Maricopa County Emergency
Management
2035 North 52nd Street
Phoenix, AZ 85008
Subrecipient shall address all programmatic questions and reimbursement notices
relative to this Agreement to the appropriate DEMA staff contact:
Programmatic Coordinator Grants Coordinator (Fiscal)
Diane Fernandez Wendy Liebman
Diane.Fernandez@azdema.gov Wendy.Liebmanazdema.qov
602-464-6268 602-267-2762
XXXVII. IN WITNESS WHEREOF
The parties hereto agree to execute this Agreement.
FOR AND BEHALF OF FOR AND BEHALF OF . .
Maricopa County Emergency Arizona Department of Emergency & ' . '
Management . .
Authorized Signature
Wendy Smith-Reeve, Director
Name & Title
Date Date
4983525.5
EM F-2017-EP-00008-S01 Any unauthorized changes to this document will result in termination of this award.
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