Agreement - AZDOHS TLO Grant 22-AZDOHS-HSGP-220810-02

SUBRECIPIENT AGREEMENT
22-AZDOHS-HSGP-220810-02
Between
The Arizona Department of Homeland Security
And

Glendale Police Department (UEI: CRE4N8H1X6J5)

WHEREAS, ARS 41-4254 makes AZDOHS responsible for administering the funds covered by this agreement
(‘Agreement’), the parties hereby agree to the following terms:

1. Purpose of Agreement This Agreement is to specify the rights and responsibilities of AZDOHS in
administering the distribution of homeland security grant funds to Subrecipient, and to specify the rights
and responsibilities of Subrecipient as the recipient of these funds.

2. Period of Performance This Agreement shall become effective on October 1, 2022 and shall terminate
on September 30, 2023. The obligations of Subrecipient herein survive termination of this Agreement.

3. Description of Services Subrecipient must fulfill all obligations set forth in Subrecipient’s approved
grant application titled: "Glendale Police 2022 TL inment” and funded at $80,380 (as
may have been modified by the award letter).

4. Fi and Fiscal nsibility Under US Department of Homeland Security (“USDHS") grant
#EMW-2022-SS-00010-S01 and Catalog of Federal Domestic Assistance (“CFDA”) #97.067, AZDOHS

shall provide up to $80,380 to Subrecipient under this Agreement.

Payment to Subrecipient must be on a reimbursement basis only, conditioned upon Subrecipient
providing AZDOHS with proof of payment and applicable, accurate and complete reimbursement
documents, as deemed necessary by AZDOHS. A list of acceptable documentation is at
www.azdohs.gov. Payments are contingent on Subrecipient performing all its obligations under this
Agreement. Subrecipient may use the funds provided under this Agreement only as provided in the
application and award documentation. If Subrecipient does not complete all its obligations, Subrecipient
must immediately reimburse all previously-provided funds to AZDOHS. If Subrecipient completes its
obligations at a lower than the budgeted cost, the amount reimbursed to Subrecipient will be only the
amount actually spent by Subrecipient in accordance with the approved application. For any expenditure
disallowed after or otherwise by AZDOHS, or the State or Federal government, Subrecipient must
immediately reimburse such funds to AZDOHS.

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5, Reporting Requirements Subrecipient must submit quarterly programmatic reports to AZDOHS
as follows:

January 15 (for the period from October 1- December 31)
April 15 (for the period from January 1 — March 31)

July 15 (for the period from April 1 — June 30)

October 15 (for the period from July 1 — September 30)

Subrecipient must use the Quarterly Programmatic Report form (https://azdohs.gov/grant-
program-forms) for these reports. Subrecipient must provide detailed information on the status of
completion of the planned activities in the approved application satisfactory to AZDOHS in its sole
discretion. Failure to adequately provide such information will result in the Quarterly
Programmatic Report being rejected by AZDOHS and resubmission will be required. If the
program has been fully completed so that there will be no further updates, then the quarterly
report for the quarter in which the program was completed will be the final report; the report
should be marked as “final” and must include all pertinent information regarding the program as
determined solely by AZDOHS.

Final Quarterly Programmatic Report: The final quarterly programmatic report is due no more than
15 calendar days after the end of the performance period. Subrecipient may submit a final
quarterly report prior to the end of the performance period if the scope of the project has been fully
completed and implemented. The Property Control Form is due with the final quarterly report (if
applicable).

6. Reimbursements Subrecipient must provide AZDOHS with requests for reimbursement as
frequently as monthly but not less than quarterly; submissions must be made via US Mail,
delivery service (FedEx, UPS, etc.) or in person; submissions via fax or by any electronic
means will not be accepted. Reimbursement requests shall be submitted with the
Reimbursement Form provided by AZDOHS staff. AZDOHS has the right to require Subrecipient
to provide any documentation and/or information AZDOHS deems necessary to process
submissions.

Reimbursement requests are only required when expenses have been incurred. The Subrecipient
shall submit a final reimbursement request, marked as such, for expenses received and invoiced
prior to the end of the period of performance. The final reimbursement must be received by
AZDOHS no more than 45 calendar days after the end of the period of performance. Requests for
reimbursement received by AZDOHS later than 45 calendar days after the end of the period of
performance will not be paid.

Subrecipients will only be reimbursed for expenses that have been obligated, expended and
received within the authorized Period of Performance as identified in Paragraph 2 of this
Agreement. Subrecipients are not authorized to obligate or expend funds prior to the start date of
the Period of Performance. Any expenses obligated or expended prior to the Period of
Performance start date will be deemed unallowable and will not be reimbursed. Any
expenses/services that occur beyond the Period of Performance (e.g. cell phone service) will be
deemed unallowable and will not be reimbursed.

7. Environmental Planning and Historic Preservation Subrecipient must comply with Federal,
State and Local environmental and historical preservation (EHP) regulations, laws and Executive
Orders as _ applicable. See —https://www.fema.gov/media-library-data/1533321728657-
5920122ade85743d1760fd4747241776/GPD-EHP-Policy—Final
Amendment_GPD_final_508.pdf and https://azdohs.gov/environmental-and-historic-preservation-

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ehp. Subrecipients proposing programs with potential environmental impact must participate in
the USDHS/Federal Emergency Management Agency (FEMA) EHP review process. Subrecipient
must complete the EHP review process before funds will be released by AZDOHS. [If
Subrecipient engages in ground disturbing activities, Subrecipient must monitor ground
disturbance. If archeological resources are discovered, Subrecipient must immediately (a) cease
construction and (b) notify FEMA, AZDOHS, and the Arizona State Historic Preservation Office.
AZDOHS/DHS/FEMA will not fund or reimburse projects that are initiated without the required
EHP review.

8. Procurement (including Noncompetitive Procurement) Subrecipient must comply with its
procurement rules/policies, all Federal procurement rules/policies, and all Arizona Procurement
Code provisions and rules, the most restrictive of which will apply. Subrecipient must not enter
into a noncompetitive procurement unless AZDOHS grants prior written approval via the

Noncompetitive Procurement Request form at hitps://azdohs.gov/grant-program -forms.

9. Property Control Subrecipient must safeguard and maintain control and accountability for all
property/equipment purchased under this Agreement, and Subrecipient must assure that it is
used only for purposed authorized under this Agreement and maintained as provided in 2 CFR
200.313. Such property/equipment shall be used by Subrecipient in the program for which it was
acquired as long as needed, whether or not the program continues to be supported by Federal
grant funds. Subrecipient must immediately investigate and report to AZDOHS any loss, damage,
or theft. Subrecipient must replace any property/equipment lost, damaged or stolen at
Subrecipient's expense, and must immediately submit an updated Property Control Form
(https://azdohs.gov/grant-program-forms) to AZDOHS.

“Nonexpendable Property/Equipment” is property that has a continuing use, is not consumed in
use, has an expected life of one year or more, costs $5,000 or more per unit, and does not
become a fixture or lose its identity as a component of other equipment/systems, while a “Capital
Asset” is personal or real property or a fixture costing $5,000 or more per unit with an expected
life of one year or more. Subrecipient is solely responsible for the proper maintenance of all
Nonexpendable Property/Equipment and Capital Assets acquired under this Agreement
Subrecipient must take a physical inventory of all such Nonexpendable Property/Equipment and
Capital Assets and reconcile the results with the Property Control Form at least once every two
years. Subrecipient must maintain a control system to prevent loss, damage, or theft of such
Nonexpendable Property/Equipment and Capital Assets, and Subrecipient must immediately
report any loss, damage, or theft to AZDOHS. 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 included on the Property Control Form. The Subrecipient, if applicable, shall provide
AZDOHS a copy of the Property Control Form with the final quarterly programmatic report.
The Property Control Form can be located at https://azdohs.gov/grant-program-forms. The
Subrecipient agrees to be subject to equipment monitoring and auditing by state or federal
authorized representatives to verify information.

When Subrecipient is no longer using Nonexpendable Property/Equipment and/or Capital Assets
acquired under this Agreement on the program, Subrecipient must immediately submit an
updated Property Control Form to AZDOHS, and any disposition must be in compliance with
AZDOHS Disposition Guidance (https://azdohs.gov/grant-program-forms) and 2 CFR Part 200,
including specifically 2 CFR 200.313. If Subrecipient seeks disposition of such Nonexpendable
Property/Equipment or Capital Assets for any reason other than theft, destruction, or loss,
Subrecipient must submit an Equipment Disposition Request Form (https://azdohs.gov/grant-
program-iorms} tea AZDOHS and receive approval from AZDOHS prior te dispesition.
Subrecipient must update the Property Control Form and provide a copy to AZDOHS within 45

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10.

11.

12.

13.

14,

calendar days after disposition. Per 2 CFR 200.333(c), Subrecipient must retain all records
relating to such Nonexpendable Property/Equipment and Capital Assets for 3 years after
disposition.

Training and Exercise All training and/or exercise events must be included in Subrecipient’s
application. Alternate/additional training/exercise requests must be approved in advance by
AZDOHS. Subrecipient must submit a Project Modification Request Form
(https://azdohs.gov/grant-program-forms) for review and approval by AZDOHS prior to scheduling
alternate/additional training/exercise events. For those projects that are managed by DEMA,
alternate/additional training requests must be approved in advance by DEMA and AZDOHS using
the Pre-approval form (https://dema.az. ov/emergency-management/preparedness/training). All
exercises must comply with FEMA Homeland Security Exercise and Evaluation Program
(https:/Avww.fema.gov/emergency-managers/national-preparedness/exercises/hseep; “HSEEP”)
guidance. Subrecipient will (a) Submit an exercise summary and attendance/sign-in roster; and
(b) Email the After Action Report/Improvement Plan to the local County Emergency Manager,
AZDOHS, and the DEMA Exercise Branch, within 90 days of completion of an exercise or as
prescribed by HSEEP.

Consultants/Trainers/Training Providers Invoices for consultants/trainers/training providers
must include: a description of services; dates of services; number of hours for services
performed; rate charged; and the total cost of services. Rates must be within the prevailing rates;
must be consistent with Subrecipient's procurement policies and 2 CFR Part 200; and shall not
exceed $650 per day per consultant/trainer/training provider unless AZDOHS grants prior written
approval. This includes internal personnel hired on backfill/overtime to deliver training.
Subrecipient will not be reimbursed costs other than travel, lodging, meals, and incidentals on
travel days for consultants/trainers/training providers, at rates not to exceed State rates, and
itemized receipts are required. See Travel Costs below, at Paragraph 12.

Travel Costs All grant funds expended for travel, lodging, meals and incidentals are subject to
the standards of Subrecipient’s policies and procedures, and the State of Arizona Accounting
Manual (https://gao.az.gov/publications/saam), which Subrecipient must apply uniformly to both
Federally financed and its other activities. AZDOHS will reimburse at the most restrictive
allowability and rates. At no time will Subrecipient's reimbursements exceed the State rates
established by the Arizona Department of Administration: https://gao.az.gov/travel.

Contractors/Subcontractors Subrecipient may enter into written subcontract(s) in accordance
with 2 CFR Part 200 and the NOFO. No subcontract that the Subrecipient enters into relieves
Subrecipient of any responsibilities under this Agreement. Subrecipient must give AZDOHS
immediate notice in writing of any action filed or claim made against Subrecipient by any
subcontractor or vendor.

Allowable Costs The allowability of costs incurred under this Agreement shall be determined by
AZDOHS in its sole discretion and in accordance with the general principles and standards set
forth in the CFR, FEMA Authorized Equipment List
(https://www.fema.gov/grants/tools/authorized-equipment-list), and guidance documents (i.e.
NOFO, Prepardeness Grants Manual, Information Bulletins). Subrecipient’s use of grant funds
for indirect costs must be in accordance with 2 CFR Part 200 and the NOFO. Subrecipient must
apply to AZDOHS for its written approval of indirect costs prior to expenditure. Subrecipient may
not expend grant funds for Management and Administrative costs for administering such funds
without prior written approval of AZDOHS.

Amendments Any-change in this Agreement including but not timited to the Description of
Services, Period of Performance and budget described herein, whether by modification or

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supplementation, must be accomplished by a formal Agreement amendment signed and
approved by and between the duly authorized representatives of the Subrecipient and the
AZDOHS. Any such amendment shall specify: 1) an effective date; 2) any increases or
decreases in the amount of the Subrecipient’s reimbursement, if applicable; 3) be titled as an
“Amendment,” and 4) be signed by the parties identified in the preceding paragraph. The
Subrecipient expressly and explicitly understands and agrees that no other method of
communication, including any other document, correspondence, act, or oral communication by or
from any person, shall be used or construed as an amendment or modification or
supplementation to this Agreement.

16. Audit/Monitoring
a. Subrecipient must comply with the record-keeping and other requirements of ARS 35-214 and
35-215, and shall ensure that its contractors and subcontractors at all tiers also comply.

b. Under 31 USC 7501-7507and 2 CFR 200.501, Subrecipient will be subject to audit per 2 CFR
Part 200, if Subrecipient expended $750,000 or more in Federal awards in its previous fiscal
year. If Subrecipient has met or exceeded this threshold, Subrecipient must submit to
AZDOHS a copy of Subrecipient’s single audit or program specific audit report for the
previous fiscal year (and for subsequent fiscal years that fall within the Period of
Performance) annually, within 9 months of Subrecipient's fiscal year end. Subrecipients not
subject to this requirement must submit to AZDOHS via audits@azdohs.gov a statement that
they do not meet the threshold and therefore do not have to complete a single audit or
program specific audit.

c. Failure of Subrecipient to comply with any requirements resulting from an audit will suspend
reimbursement by AZDOHS to Subrecipient and Subrecipient will not be eligible for any new
award, until Subrecipient is in complete compliance.

AZDOHS will monitor Subrecipient to ensure that program goals, objectives, performance
requirements, timelines, planned objectives, budgets, and all other related program criteria are
being met. Subrecipient must comply with applicable provisions governing USDHS access to
records, accounts, documents, information, facilities, and staff and must require any contractors,
successors, transferees, and assignees to comply with these same provisions. Subrecipient
must cooperate with any review or investigation conducted by USDHS and/or AZDOHS.
Subrecipient must give USDHS and AZDOHS access to and the right to copy records, accounts,
and other documents and sources of information related to the grant and permit access to
facilities, personnel, and other individuals and information as deemed necessary by USDHS or
AZDOHS. Subrecipient must submit timely, complete, and accurate reports to the appropriate
USDHS and AZDOHS officials and maintain appropriate backup documentation. Subrecipient
must comply with all reporting, data collection, and evaluation requirements prescribed by law or
in program guidance.

17. Notice of Funding Opportunity (NOFO) Subrecipient must comply with the Notice of Funding
Opportunity (NOFO). The terms of the NOFO are hereby incorporated into this Agreement.

18. National Incident Management System Subrecipient must remain in compliance with National
Incident Management System implementation initiatives as provided in the NOFO.

19. Communications Equipment All Land Mobile Radio equipment purchased must comply with:
(a) P25 (Project 25) standards (https://www.cisa.gov/safecom); (b) SAFECOM Guidance
(https://www.cisa.gov/safecom); (c) Land Mobile Radio Minimum Equipment Standards as
approved by. the Statewide +nteroperability ——Exeeutive Committee
(https:/www.azd)s.gov/services/government/swic); and (d) Arizona's State Interoperable Priority

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20.

21.

22.

23.

24,

25.

Programming Guide (https://www.azdps.gov/services/government/swic).

Nonsupplanting Agreement Subrecipient must not use funds received under this Agreement to
supplant Federal, State, Tribal or Local funds or other resources, and may be required to
document this. If a position created by this Agreement is filled from within, the resulting vacancy
must be filled within 30 days, and if not, Subrecipient must stop charging the grant for the new
position; upon filling the vacancy, Subrecipient may resume charging for the position. A cost
allocable to a particular Federal award provided for in 2 CFR Part 200 Subpart E may not be
charged to other Federal awards to overcome fund deficiencies, to avoid restrictions imposed by
Federal statutes, regulations, or terms and conditions of the Federal award(s), or any other
reason. However, Subrecipient from may shift costs allowable under two or more Federal awards
if allowed by Federal statute, regulation, or the terms of the Federal award(s).

E-Verify Subrecipient must comply with all State and 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
ARS 23-214(A) and ARS 41-4401. A breach of this obligation is a material breach of this
Agreement and Subrecipient may be subject to penalties to be determined at AZDOHS's
discretion, up to and including termination of this Agreement. AZDOHS will have the right to
inspect the papers of any Subrecipient employee who works on this Agreement, and to those of
any employee of any contractor or subcontractor retained through Subrecipient.

Research and Development Subrecipient may not use funds obtained under this Agreement for
research/development.

Funds Management Subrecipient must maintain funds received under this Agreement in
separate accounts and cannot mix these funds with funds from other sources. Subrecipient must
manage funds according to all applicable Federal regulations, including 2 CFR Part 200 and
specifically 2 CFR 200.302. Subrecipient must maintain the following business systems:

¢ Financial Management
¢ Procurement

¢ Personnel

¢ Property

* Travel

To be adequate, a business system must be 1) complete and in writing; and 2) consistently
followed — Subrecipient must apply it in all circumstances, regardless of funding source.

Reporting of Matters Related to Recipient Integrity and Performance lf the total of
Subrecipient's currently active grants, cooperative agreements, and procurement contracts from
all Federal assistance offices exceeds $10,000,000 at any time during the Period of Performance,
Subrecipient must comply with Appendix XII to 2 CFR Part 200.

Nondiscrimination Subrecipient must comply with the following that apply to this Federally-

funded program:

a. 29 USC 794, which bars discrimination against qualified handicapped individuals solely by
reason of the handicap;

b. 42 USC 2000d et seq., 6 CFR Part 21, and 44 CFR Part 7, which bar discrimination on
grounds of race, color, or national origin (which requires Subrecipient to take reasonable
Steps to provide accommodation to persons with Limited English Proficiency; Subrecipient

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27.

28.

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must refer to the USDHS Guidance at https://www.dhs.gov/guidance-published-help-
department-supported-organizations-provide-meaningful-access-people-limited and the
resources at htto://www.lep.gov);

c. All State and Federal equal opportunity and non-discrimination requirements and conditions
of employment, including but not limited to Arizona Executive Order 2009-9
(https://azgovernor.gov/governor/executive-order/2020-09) and 42 USC 12101-12213
(which bar discriminating on the basis of disability;

d. 42 USC 6101 et seq., which prohibits discrimination on the basis of age;

e. The equal treatment policies and requirements contained in 6 CFR Part 19 and other
applicable statutes, regulations, and guidance governing faith-based organizations;

f. 20 USC 1681 et seq. and 6 CFR Part 17 and 44 CFR Part 19, which bars discrimination on
the basis of sex; and

g. 42 USC 3601 et seq. and 24 CFR Part 100, which prohibit discrimination in the sale, rental,
financing, and advertising of dwellings, or in the provision of related services, on the basis
of race, color, national origin, religion, disability, familial status, and sex.

Intellectual Property Subrecipient must affix the copyright notices required by 17 USC 401 and
402 and include an acknowledgement of Government sponsorship (including award number) to
any work first produced under this Agreement. Unless otherwise provided by law, Subrecipient is
subject to 35 USC 200-212 and is subject to the specific requirements governing the
development, reporting, and disposition of rights to inventions and patents resulting from financial
assistance awards that are in 37 CFR Part 401, including specifically 37 CFR 401.14.
Subrecipient must obtain USDHS'’s approval prior to using the USDHS seal(s), logos, crests or
reproductions of flags or likenesses of USDHS agency officials. Subrecipient agrees that USDHS
and AZDOHS have a royalty-free, non-exclusive, and irrevocable license to reproduce, publish, or
otherwise use, and authorize others to use: (a) the copyright in any work developed under an
award or sub-award; and (b) any rights of copyright to which Subrecipient purchases ownership
with Federal support. Subrecipient must acknowledge its use of Federal funding when issuing
statements, press releases, requests for proposals, bid invitations, and other documents
describing programs funded in whole or in part with Federal funds. Subrecipient must not
advertise or publish information for commercial benefit concerning this Agreement without the
prior written approval of AZDOHS.

outside the United States are coordinated as necessary with appropriate government authorities
and that appropriate licenses, permits, or approvals are obtained.

Federal Debt Status Subrecipient must not be delinquent on any Federal obligations, including
but not limited to payroll and other taxes, audit disallowances, and benefit overpayments. See
OMB Circular A-129 (https://fiscal.treasury.gov/files/dms/circ-a129-upd-01 13.pdf).

Required Use of American Iron, Steel, Manufactured Products, and Construction Materials
Subrecipients must comply with the Office of Management and Budget (OMB), Memorandum M-
22-11 (https://www.whitehouse.gov/wp-content/uploads/2022/04/M-22-11.pdf), which provides
Initial Implementation Guidance on Application of Buy America Preference in Federal Financial
Assistance Programs for Infrastructure.

Compliance with Certain Federal Statutes, Regulations, and Requirements

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a. Subrecipient must comply with the 31 USC 3729-3733, which prohibits the submission of
false or fraudulent claims for payment to the Federal government; 31 USC 3801-3812 detail
the remedies for false or fraudulent claims made.

b. Subrecipient must comply with 42 USC 6201 et seq., which contain policies relating to energy
efficiency that are defined in the State energy conservation plan issued

c. Subrecipient must comply with the drug-free workplace requirements in 2 CFR Part 3001 and
41 USC 8101-8106.

d. Subrecipient is prohibited from acquiring certain Chinese and Russian telecommunications
equipment, systems, and services as provided in FEMA Policy #405-143-
1(https://www.fema.gov/sites/default/files/documents/fema_policy-405-143-1-prohibition-
covered-services-equipment-gpd.pdf) ; 2 C.F.R. sections 200.216, 200.327, 200.471 and
Appendix II to 2 C.F.R. Part 200; 48 CFR 4.2100 et seqg.; 48 CFR 52.204-25; 48 CFR 52.212-
3; 48 C.F.R. 204.2100 et seq.; and 48 C.F.R. 252.204-7018 1.

e. If grant funds are used for construction, Subrecipient and its contractors and subcontractors
at all tiers must comply with the Davis-Bacon Act (40 USC 3141 et seg.). Subrecipients must
obtain AZDOHS’ written approval before using Homeland Security Grant Program (“HSGP”)
funds for construction/renovation per https://www.dol.gov/whd/govcontracts/dbra.htm.

f. Subrecipient must maintain insurance coverage as provided in 2 CFR 200.310. Subrecipient
must provide at least the equivalent insurance coverage for real property and equipment
acquired or improved under this Agreement as provided to property owned by Subrecipient.

g. Subrecipient must comply with 42 USC 6962, including procuring only items designated in the
Environmental Protection Agency (“EPA”) guidelines at 40 CFR Part 247 as containing the
highest percentage of recovered materials practicable, consistent with maintaining a
satisfactory level of competition.

h. Subrecipient must comply with all Federal whistleblower protections, including 41 USC 4712.
i. Subrecipient must comply with the PATRIOT Act, P.L. 107-56), including 18 USC 175-175c.

j. Subrecipient must comply with the System for Award Management and Universal Identifier
Requirements in 2 CFR, Appendix A to Part 25.

k. Subrecipient must comply with the Trafficking Victims Protection Act, 22 USC 7101 et seq., as
required by 2 CFR 175.15.

|. Subrecipient must comply with US Executive Order 13224 (https://www.state.gov/executive-
order-13224/) and all US laws that prohibit transactions with, and the provision of resources
and support to, individuals and organizations associated with terrorism.

m. Subrecipient must comply with the requirements on Reporting Subawards and Executive
Compensation in Appendix A to 2 CFR Part 170.

n. Subrecipient is subject to the debarment and suspension regulations in US Executive Order
12549 (https:/www.archives.gov/federal-register/codification/executive-order/12549. html) and
US Executive Order 12689 (https: nano gadoe. srafSchool- ImprovemenUT eacher-and-

%4.2012689%20Debarment%20and%4206uspeneian pdf) and 2 CFR Part 180 and 2 CFR Part

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31.

32.

33.

3000. These restrict Federal awards, subawards, and contracts with parties debarred,
suspended, or otherwise excluded from or ineligible for Federal programs or activities.

If Subrecipient collects Personally Identifiable Information (“PII”), it must have a publically-
available written policy stating its standards for the usage and maintenance of Pll. Pll is any
information that permits the identity of an individual to be directly or indirectly inferred,
including information linked or linkable to that individual. Subrecipient must follow USDHS
guidance (https://www.dhs.gov/publication/privacy-impact-assessment-guidance).

. Subrecipient must complete either the Standard Form 424B Assurances - Non-Construction

Programs (https://omb.report/icr/202011-0560-005CF), or Standard Form 424D Assurances -
Construction Programs (https://omb.report/icr/200906-4040-008), as applicable. The USDHS
financial assistance office (‘USDHS FAO”) may determine that certain assurances in these
documents may not apply, or may require additional assurances; Subrecipient must contact
the USDHS FAO with any questions. Subrecipient must follow the Uniform Administrative
Requirements, Cost Principles, and Audit Requirements for Federal Awards in 2 CFR Part
200 and 2 CFR Part 3002. By entering into this Agreement, Subrecipient and its executives,
as defined in 2 CFR 170.315, certify that Subrecipient’s policies comply with 2 CFR Part 200,
all applicable Federal laws, and applicable guidance.

. Subrecipient must comply with the National Environmental Policy Act (“NEPA”) 42 USC 4321

et seq., and Council on Environmental Quality regulations (40 CFR Parts 1500-1508)
regarding NEPA.

Subrecipient must comply with 31 USC 1352, and may not use funds provided under this
Agreement to pay any person to influence or attempt to influence an officer or employee of
any government agency, Member of Congress, officer or employee of Congress, or an
employee of a Member of Congress, relating in any way to a Federal award or contract.

In accordance with 15 USC 2201 et seq. and 15 USC 2225a in particular, Subrecipient must
ensure that all conference, meeting, convention, or training space funded in whole or in part
with Federal funds complies with all applicable fire prevention and control guidelines.

Subrecipient must comply with the International Air Transportation Fair Competitive Practices
Act of 1974, 49 USC 40118, and the interpretative guidelines in Comptroller General Decision
B-138942 (https://www.gao.gov/products/b-138942),

Applicability of Terms of this Agreement to Tribes If a term in this Agreement does not apply

to Indian Tribes, or there is a Federal law or regulation exempting Indian Tribes, if Subrecipient is
an Indian Tribe, this Agreement does not change or alter the inapplicability of such requirements.

Cancellation for Conflict of Interest AZDOHS may, by written notice to Subrecipient,
immediately cancel this Agreement without penalty or further obligation pursuant to ARS 38-511 if
any person significantly involved in initiating, negotiating, securing, drafting, or creating this
Agreement for AZDOHS is an employee or agent of Subrecipient in any capacity, or a consultant
to Subrecipient with respect to this Agreement's subject matter. Cancellation shall be effective
when Subrecipient receives AZDOHS' written notice, unless the notice specifies a later time.

Assignment and Delegation Subrecipient may not assign any rights hereunder without an

express written agreement signed by authorized representatives of both parties.

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34.

35.

36.

37.

38.

39.

40.

At.

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 fulfilling this Agreement.
Availability of Funds AZDOHS’ payment obligations under this Agreement are conditioned on
the availability of funds appropriated or allocated for this purpose, per ARS 35-154. If funds are
not allocated and available, AZDOHS may terminate this Agreement at the end of the period for
which funds are available. No liability shall accrue to AZDOHS in the event this provision is
exercised, and AZDOHS shall not be obligated or liable for any future payments or for any
damages as a result of termination under this Paragraph, including purchases and/or contracts
entered into by Subrecipient in the execution of this Agreement.

Force Majeure If either party 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.

Dispute Resolution In the event of a dispute regarding this Agreement, written notice must be
provided to the other party within 30 calendar days of the relevant events. Any claim made by or
against AZDOHS relating to this Agreement shall be resolved through the administrative claims
process. The parties agree to resolve all disputes relating to this Agreement through arbitration,
after exhausting applicable administrative review, to the extent required by ARS 12-1518 except
as may be required by other applicable statutes. The forum for any dispute arising out of this
Agreement shall be Maricopa County, Arizona.

Governing Law and Interpretation of This Agreement This Agreement is governed by the laws
of the State of Arizona, without regard to its conflict of laws provisions. This Agreement is the
parties’ complete agreement and replaces the parties’ prior and contemporaneous agreements,
representations, and understandings pertaining to its subject matter, whether oral or written. No
course of dealings or usage of the trade supplements or explains any terms. A party's failure to
insist on strict performance of any term is not a waiver of that term, even if the party accepting or
acquiescing in the nonconforming performance knows the nature of the performance and fails to
object. If any new legislation, laws, ordinances, or rules affect this Agreement, this Agreement
automatically incorporates the terms of such legislation, laws, ordinances, or rules. Any term of
this Agreement that is declared contrary to any current or future law, order, regulation, or rule, or
that is otherwise invalid, shall be deemed stricken without impairing the validity of the remainder
of this Agreement. In the event FEMA determines that changes are necessary to this Agreement
after it has been entered into, including changes to Period of Performance or other terms,
Subrecipient will be notified of the changes in writing; once notification is made, any subsequent
request for funds by Subrecipient will constitute Subrecipient's acceptance of the changes and
will incorporate the changes into this Agreement. Except as expressly provided in this
Paragraph, any amendment to or extension of this Agreement may be made only in a writing
signed by authorized representatives of both parties. Any rule of construction to the effect that
ambiguities are to be resolved against the drafting party shall not apply in interpreting this
Agreement.

Licensing Unless otherwise exempted by law, Subrecipient must obtain and maintain all
licenses, permits, and authority necessary to perform its obligations under this Agreement.

Sectarian Requests Funds disbursed under this Agreement may not be used for any sectarian
purpose or activity, including worship or instruction in violation of the US or Arizona Constitutions.

Closed-Captioning of Public Service Announcements Any television public service
announcement funded in whole or in part by this Agreement must include closed captioning.

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42.

43.

44,

45.

Indemnification Each party (as "Indemnitor") agrees to defend, indemnify, 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 to any person (including death) or property damage, but only to the
extent such Claims which result in vicarious/derivative liability to the Indemnitee are caused by
the act, omission, negligence, misconduct, or other fault of the Indemnitor, its officers, officials,
agents, employees, or volunteers. The State of Arizona and AZDOHS are self-insured per ARS
41-621. If Subrecipient utilizes contractor(s) and/or subcontractor(s), the indemnification clause
between Subrecipient and contractor(s) and subcontractor(s) shall include the following:

Contractor shall defend, indemnify, and hold harmless the Arizona Department of
Homeland Security and the State of Arizona, and any jurisdiction or agency issuing any
permits for any work arising out of this Agreement, and their departments, agencies,
boards, commissions, universities, officers, officials, agents, and employees (hereinafter,
“Indemnitee’) from and against any and all claims, actions, liabilities, damages, losses, or
expenses (including court costs, attorneys’ fees, and costs of claim processing,
investigation and litigation) (hereinafter referred to as “Claims”) for bodily injury or personal
injury (including death), or loss or damage to tangible or intangible property caused, or
alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of the
contractor or any of the directors, officers, agents, or employees or subcontractors of such
contractor. This indemnity includes any claim or amount arising out of or recovered under
the Workers’ Compensation Law or arising out of the failure of such contractor to conform
to any Federal, State or Local law, statute, ordinance, rule, regulation or court decree. It is
the specific intention of the parties that the Indemnitee shall, in all instances, except for
Claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be
indemnified by such contractor from and against any and all claims. It is agreed that such
contractor will be responsible for primary loss investigation, defense and judgment costs
where this indemnification is applicable. Additionally on all applicable insurance policies,
contractor and its subcontractors shall name the State of Arizona, and its departments,
agencies, boards, commissions, universities, officers, officials, agents, and employees as
an additional insured and also include a waiver of subrogation in favor of the State.

Termination Each party has the right to terminate this Agreement if the other party fails to
comply with this Agreement. A party invoking the right to terminate shall provide written 30 day
advance notice of all reasons for the termination. If Subrecipient chooses to terminate this
Agreement before all deliverables have been delivered, AZDOHS has the right to recover all
reimbursements made to Subrecipient. On termination, AZDOHS may procure, on terms that it
deems appropriate, materials or services to replace those that otherwise would have been
provided by Subrecipient, and Subrecipient will be liable to AZDOHS for all excess costs incurred
by AZDOHS in procuring such materials or services. Subrecipient must continue to perform this
Agreement until the date of termination, as directed in the termination notice. If AZDOHS
reasonably believes Subrecipient does not intend to, or is unable to fully perform this Agreement,
AZDOHS may demand in writing that Subrecipient give written assurance of its intent and ability
to perform. If Subrecipient fails to provide written assurance within the time specified in the
demand, AZDOHS may terminate this Agreement.

Paragraph Headings Paragraph headings in this Agreement are for convenience of reference
only and do not define, limit, enlarge, or otherwise affect the interpretation of this Agreement.

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.

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46.

47.

48.

49.

50.

Authority to Execute This Agreement The person executing this Agreement on behalf of
Subrecipient represents and warrants that he/she is duly authorized to do so.

Transfer of Funds Prohibition Subrecipient may not transfer funds between programs (e.g.,
State Homeland Security Program, Urban Area Security Initiative, Operation Stonegarden).

Parties This Agreement is for the benefit of AZDOHS and Subrecipient as the only parties to this
Agreement, and to their respective successors, assigns, executors and legal representatives.
Except as expressly provided in this Agreement, nothing in this Agreement confers on any person
other than the parties and their respective successors and assigns, any rights, remedies,
obligations, or liabilities.

Respective Responsibilities Except as expressly provided in this Agreement, each party agrees
that, to the extent authorized by law, it will be responsible for its own acts or omissions and the
results thereof and will not be responsible for the acts or omissions of the other party and the
results thereof. In the event that either party becomes aware of any claim made by or expected
from a claimant against a party to this Agreement, which claim relates to the subject matter of this
Agreement, that party will immediately notify the other party, and the parties will share all
information regarding such matter and cooperate with each other in addressing the matter. The
parties are independent contractors, and nothing contained in this Agreement will create the
relationship of partnership, joint venture, agency, or employment between the parties or any of
their employees, officers, agents, or contractors. Each party hereby agrees to perform any
further acts and to execute and deliver any documents that may be reasonably necessary to carry
out the provisions of this Agreement.

Publicity Neither party shall use or mention in any publicity, advertising, promotional materials or
news release the name or service mark(s) of the other party without the prior written consent of
that party.

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51. Notices All communications by either party to 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 Homeland Security
1700 West Washington Street, Suite 210
Phoenix, AZ 85007

Subrecipient must address all notices relative to this Agreement to the appropriate AZDOHS staff:
contact information is at www.azdohs.gov.

AZDOHS shall address all notices relative to this Agreement to:

(olive Chek Cnk.s Bees
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Ad $820 |
Enter City, State, ZIP Above

IN WITNESS WHEREOF, the parties hereto agree to execute this Agreement.

FOR AND BEHALF OF THE FOR AND BEHALF OF THE

(\ iY et lt encdal A Arizona Department of Homeland Security

Enter Agency Name Above

Authorized bie Above

Aaxn He) f 5 by MAnde-susan Dzbanko, Deputy Director
Print Name & Title Above

Enter Date Above Date

(Complete and mail two original documents to the Arizona Department of Homeland Security.)

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