HomeMy WebLinkAboutReso 113-2023 (23-534)
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GRANT AGREEMENT
BETWEEN THE COUNTY OF SAN MATEO AND THE CITY OF SOUTH SAN FRANCISCO
This Grant Agreement (“Agreement”) is entered into as of the Effective Date (defined herein) by
and between the County of San Mateo, a political subdivision of the state of California (the “County”), and
the City of South San Francisco (“Grantee”), (County and Grantee may be collectively referred to herein
as “Parties” and individually as “Party”).
* * *
WHEREAS, since its emergence in early 2020, the COVID-19 pandemic has negatively impacted
public health and the economy on a global scale, in the country and in San Mateo County; and
WHEREAS, the County has taken extensive steps to prevent and address the spread of the
pandemic and to respond to the public health emergency and its negative economic impacts; and
WHEREAS, the County has received State and Local Fiscal Recovery Funds under the federal
American Rescue Plan Act (“ARPA Funds”) which can be used among other applications to respond to the
public health emergency and its negative economic impacts; and
WHEREAS, small businesses in the County have been impacted by the pandemic and its negative
economic consequences, including through decreased revenue or gross receipts, financial insecurity,
increased costs, capacity to weather financial hardship and/or challenges covering payroll, rent or
mortgage, and other operating costs and have needs for technical assistance for business planning
purposes; and
WHEREAS, the County wishes to establish a grant program to aid impacted small businesses within
the County, known as the Small Business Post-Pandemic Recovery Grant Program (the “Program”) to be
administered by certain cities to facilitate the distribution of grants under the Program in connection with
responding to the pandemic and its negative economic impacts; and
WHEREAS, in furtherance of the County’s efforts in response to the COVID-19 public health
emergency and its negative economic impacts, the Parties desire to enter into this agreement by which
the County will, pursuant to the terms and conditions set forth in this Agreement, grant ARPA Funds to
Grantee in the amount set forth herein for use exclusively for ARPA-eligible expenses incurred in
connection with the Program.
NOW, THEREFORE, it is agreed by the Parties to this Agreement as follows:
1. Attachments
The following exhibits are attached hereto and incorporated by reference as if fully set forth herein:
Exhibit A – Program; Exhibit B – Grant Disbursement; and Attachment E - Additional Agreement Provisions.
2. Grant
Subject to the terms and conditions specified herein, the County hereby grants to Grantee a grant in a
total amount not to exceed One Hundred Thousand Dollars and Zero Cents ($100,000.00) in ARPA Funds
(the “Grant”) provided that (i) in no event shall the County’s total fiscal obligation under this Agreement
exceed the amount of the Grant; and (ii) Grantee shall only use the Grant for the Grant Purpose as set
forth below in Section 3.
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3. Grant Purpose
a. The Parties agree that the purpose of the Grant is to provide funding exclusively for ARPA-eligible
expenses reasonably and necessarily incurred in connection with the Program, as further set forth
in Exhibit A (“Grant Purpose”). The Grant shall not be used for any other purpose without the
prior written consent of the County.
b. Grantee agrees that at no time will any Grant funds be used: (i) to attempt to influence the
outcome of any specific public election, or to participate in, or intervene in (including the
publishing or distributing of statements) any political campaign on behalf of (or in opposition to)
any candidate for public office; (ii) to attempt to influence the selection, nomination, election or
appointment of any individual to any public office or office in a political organization within the
meaning of Internal Revenue Code Section 527(e)(2); and/or (iii) for any activity that is in violation
of federal, state, or local law or any effort to induce or encourage violations of law or public policy.
4. Grant Disbursement. See Exhibit B for terms and conditions relating to disbursement of the Grant.
5. Grantee’s Representations and Warranties
Grantee represents and warrants the following:
a. Grantee shall use its best efforts to ensure that the Program serves small businesses that have
been negatively impacted by the COVID-19 pandemic and its economic consequences and shall
establish and implement protocols to verify that such individuals, households and/or small
businesses are eligible for assistance under ARPA and maintain records of same. Grantee shall
ensure that the Program is developed and operated in compliance with applicable law and
regulations.
b. Grantee has full power, authority, and legal right to execute and deliver this Agreement and all
other agreements, documents, and instruments contemplated hereby or thereby and to incur and
perform its obligations hereunder and thereunder.
c. Grantee is not in default under or in violation of any indenture or agreement to which it is a party
or by which it is bound, or any order, regulation, ruling, or requirement of a court or other public
body or authority. No creditor has given Grantee a notice or threatened to give it any notice of
default under any material agreement. No event has occurred and is continuing and no condition
exists that would constitute an event of default or an event which, with the lapse of time or the
giving of notice, or both, would become an event of default.
d. No action, suit or proceeding (and to its knowledge, no investigation) is pending against Grantee
before any court or administrative agency, (i) the outcome of which, by itself or taken together
with other such litigation, would be reasonably expected to have a material adverse effect on
Grantee’s business, assets, operations, or financial condition, or (ii) which purports to affect the
legality, enforceability, or validity of this Agreement.
e. Grantee is in material compliance with all federal, state and local laws, rules, regulations,
ordinances, and orders applicable to it, including, without limitation, all applicable health and
safety, environmental, and building and zoning laws.
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f. Grantee will submit an IRS W-9 Form to the County and such other documentation as reasonably
requested by the County to facilitate disbursement of the Grant.
Grantee agrees to provide records sufficient to substantiate its representations and warranties upon the
County’s request. Grantee understands and agrees that the foregoing representations and warranties are
material to the County’s approval of the Grant.
6. Reporting Requirements
Grantee shall provide the County with written quarterly reports, submitted electronically on Grantee’s
official letterhead to the attention of the person identified by the County in Section 13 of this Agreement,
or their designee(s), detailing: (a) Program status and progress toward meeting the Grant Purpose; (b)
expenditures to which the Grant funds have been applied as specified in Exhibit B; and (c) any further
reporting reasonably requested by the County to effectuate the terms and conditions of the Grant. For
purposes of this Agreement, the quarterly reporting periods while the Agreement remains in place are
from January 1 through March 31, from April 1 through June 30, from July 1 through September 30, and
from October 1 through December 31, and Grantee’s quarterly reporting shall be due within seven (7)
days after end of each quarter.
7. Relationship of Parties/Subaward
a. Notwithstanding any publicity or other references to the County, the Parties understand and
agree that any activities funded by the Grant are not performed by the Grantee or any other
person or entity as an independent contractor of the County, or as an employee of the County,
and that neither the Grantee, nor its employees, officers, agents, representatives, contractors or
subsidiaries acquire any of the rights, privileges, powers, or advantages of County contactors or
County employees. The Grantee acknowledges and agrees that it is not, and will not hold itself
out as, an agent, partner, or co-venturer of the County, and that this Agreement is not intended
to and does not create an agency, partnership, or joint venture between the Parties. This
Agreement is entered into for the sole benefit of the Parties and is not for the benefit of, nor may
any provision hereof, be enforced by any other person or entity; thus nothing contained herein
or in the Parties’ course of dealings shall be construed as conferring any third-party beneficiary
status on any person or entity not a party to this Agreement.
b. The Parties understand that the funds provided by the County under this Agreement are a
subaward of ARPA Funds. (Fed. Award Id No. SFLRP0201; Asst. List No. 21027). This means that if
Grantee expends more than $750,000 in Federal awards during the fiscal year, Grantee agrees to
submit to audit under the Single Audit Act and its implementing regulations at 2 CFR Part 200,
Subpart F. This is not a research and development award.
c. Because Grantee is receiving a subaward of ARPA Funds, the County must take steps to ensure
that Grantee meets the audit requirements and uses the ARPA Funds in accordance with
applicable laws, regulations, and award terms and conditions. Thus, Grantee agrees upon request
to promptly (i) identify in writing to the County any ARPA, CARES Act, or other federal
awards/subawards it has received within the past three years and amounts thereof; (ii) provide
the County with a copy of any audit reports, including Single Audit reports, within the past three
years; (iii) identify its respective current management personnel and systems; and (iv) identify any
approved federally recognized indirect cost rate negotiated with the Federal Government. Unless
an approved federally recognized indirect cost rate applies, the de minimis indirect cost rate (10%)
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shall apply to the subaward.
d. Grantee agrees to cooperate and assist with effective subrecipient monitoring by the County to
ensure compliance with all terms and conditions of ARPA and its implementing rules, regulations,
reporting, and recordkeeping requirements, including, without limitation, by making itself
available for and cooperating with audits and on-site reviews and timely completing applicable
close-out requirements.
8. Term & Termination
Subject to compliance with all terms and conditions, the term of this Agreement shall commence on July
1, 2023 and continue in effect through June 30, 2024, subject to all Grantee reporting/auditing obligations
under the Agreement, which shall survive the Agreement and be due as set forth herein. This Agreement
will not automatically renew, nor shall it create any reliance on the possibility of future grants. Grantee
understands and agrees that, to the extent all Grant funds are not expended or disbursed at the time of
termination, Grantee must promptly return all unexpended funds to the County, and any unexpended or
undisbursed funds at the time of termination shall be forfeited.
County may suspend and/or terminate this Agreement if Grantee fails to comply with the terms of this
Agreement (including breach of any representation and warranty provided herein) and may, in its sole
discretion, withhold or cancel pending and future disbursements of funds and/or require Grantee to
return some or all funds disbursed under this Agreement.
See Attachment E for additional terms of termination.
9. Duty to Defend, Indemnify and Hold Harmless
Pursuant to Government Code Section 895.4, Grantee shall indemnify and save harmless County and its
officers, agents, employees, and servants from all claims, suits, or actions of every name, kind, and
description resulting from this Agreement, the performance of any work or services funded under this
Agreement, or payments made pursuant to this Agreement brought for, or on account of, any of the
following:
(A) injuries to or death of any person, including as to Grantee or its respective
employees/officers/agents;
(B) damage to any property of any kind whatsoever and to whomsoever belonging;
(C) any sanctions, penalties, or claims of damages resulting from the Grantee’s failure to comply,
if applicable, with the requirements set forth in the Health Insurance Portability and
Accountability Act of 1996 (HIPAA) and all Federal regulations promulgated thereunder, as
amended; or
(D) any other loss or cost, including but not limited to that caused by the concurrent active or
passive negligence of County and/or its officers, agents, employees, or servants. However,
Grantee’s duty to indemnify and save harmless under this Section shall not apply to injuries or
damage for which County has been found in a court of competent jurisdiction to be solely liable
by reason of its own negligence or willful misconduct.
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The duty of Grantee to indemnify and save harmless as set forth by this Section shall include the duty to
defend as set forth in Section 2778 of the California Civil Code.
10. Insurance
a. General Requirements
Grantee shall not commence work funded under this Agreement unless and until all insurance required
under this Section has been obtained and such insurance has been approved by County’s Risk
Management, and Grantee shall use diligence to obtain such insurance and to obtain such approval.
Grantee shall furnish County with certificates of insurance evidencing the required coverage, or adequate
proof of self-insurance pursuant to Government Code Section 989, et seq., and there shall be a specific
contractual liability endorsement extending their coverage to include the contractual liability assumed by
Grantee pursuant to this Agreement. These certificates (or equivalent proof of statutory self-insurance)
shall specify or be endorsed to provide that thirty (30) days’ notice must be given, in writing, to County of
any pending change in the limits of liability or of any cancellation or modification of the policy.
b. Workers’ Compensation and Employer’s Liability Insurance
Grantee shall have in effect during the entire term of this Agreement workers’ compensation and
employer’s liability insurance providing full statutory coverage. In signing this Agreement, Grantee
certifies, as required by Section 1861 of the California Labor Code, that (a) it is aware of the provisions of
Section 3700 of the California Labor Code, which require every employer to be insured against liability for
workers’ compensation or to undertake self-insurance in accordance with the provisions of the Labor
Code, and (b) it will comply with such provisions before commencing the performance of work funded
under this Agreement.
c. Liability Insurance
Grantee shall take out and maintain during the term of this Agreement such bodily injury liability and
property damage liability insurance as shall protect Grantee and all of its employees/officers/agents while
performing work funded by this Agreement from any and all claims for damages for bodily injury, including
accidental death, as well as any and all claims for property damage which may arise from Grantee’s
operations under this Agreement, whether such operations be by Grantee, any contractor, anyone
directly or indirectly employed by them, or an agent of either of them. Such insurance shall be combined
single limit bodily injury and property damage for each occurrence and shall not be less than the amounts
specified below:
(A) Comprehensive General Liability…………. $1,000,000
(B) Motor Vehicle Liability Insurance…………. $1,000,000
(C) Professional Liability……….………………. $1,000,000
County and its officers, agents, employees, and servants shall be named as additional insured on any such
policies of insurance (or equivalent proof of statutory self-insurance), which shall also contain a provision
that (a) the insurance afforded thereby to County and its officers, agents, employees, and servants shall
be primary insurance to the full limits of liability of the policy and (b) if the County or its officers, agents,
employees, and servants have other insurance against the loss covered by such a policy, such other
insurance shall be excess insurance only.
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In the event of the breach of any provision of this Section, or in the event any notice is received which
indicates any required insurance coverage will be diminished or canceled, County, at its option, may,
notwithstanding any other provision of this Agreement to the contrary, immediately declare a material
breach of this Agreement and suspend all further payment under this Agreement.
11. Assignability and Subcontracting
Grantee shall not assign this Agreement or any portion of it to a third party. Any such assignment or
subcontract without County’s prior written consent shall give County the right to automatically and
immediately terminate this Agreement without penalty or advance notice and the County shall have the
right to a refund of all funds disbursed under this Agreement. This provision shall not prohibit Grantee
from retaining service providers to provide services in connection with the Program.
12. Compliance With Laws
Grantee agrees that all work funded under this Agreement shall be performed in accordance with all
applicable Federal, State, County, and municipal laws, ordinances, and regulations, including but not
limited to the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the Federal
Regulations promulgated thereunder, as amended (if applicable), the Business Associate requirements
set forth in Attachment H (if attached), the Americans with Disabilities Act of 1990, as amended, and
Section 504 of the Rehabilitation Act of 1973, which prohibits discrimination on the basis of disability in
programs and activities receiving any Federal or County financial assistance. Such services shall also be
performed in accordance with all applicable ordinances and regulations, including but not limited to
appropriate licensure, certification regulations, and provisions pertaining to confidentiality of records. In
the event of a conflict between the terms of this Agreement and any applicable State, Federal, County, or
municipal law or regulation, the requirements of the applicable law or regulation will take precedence
over the requirements set forth in this Agreement. Grantee will timely and accurately complete, sign, and
submit all necessary documentation of compliance.
13. Notices
Any notice, request, demand, or other communication required or permitted under this Agreement shall
be deemed to be properly given when both: (1) transmitted via email to the email address listed below;
and (2) sent to the physical address listed below by either being deposited in the United States mail,
postage prepaid, or deposited for overnight delivery, charges prepaid, with an established overnight
courier that provides a tracking number showing confirmation of receipt.
In the case of County, to: In the case of Grantee, to:
Justin Mates
400 County Center, 1st Floor
Redwood City, CA 94063
(650) 363-4136
[email protected]
City of South San Francisco
Ernesto Lucero/Economic Development
Coordinator
400 Grand Avenue, P.O. Box 711
South San Francisco, CA 94083
(650) 829-6620
(650) 829-6648
[email protected]
14. Electronic Signature
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The Parties wish to permit this Agreement and future documents relating to this Agreement to be digitally
signed in accordance with California law and County’s Electronic Signature Administrative Memo. Any
party to this Agreement may revoke such agreement to permit electronic signatures at any time in relation
to all future documents by providing notice pursuant to this Agreement.
15. Payment of Permits/Licenses
Grantee bears responsibility to obtain any license, permit, or approval required from any agency for
work/services to be funded under this Agreement prior to commencement of said work/services. Failure
to do so will result in forfeit of any right to reimbursement under this Agreement.
16. Effective Date
This Agreement shall be effective upon the date that all signatories have executed the Agreement (the
“Effective Date”).
* * *
THIS AGREEMENT IS NOT VALID UNTIL SIGNED BY ALL PARTIES. NO FUNDS WILL BE DISTRIBUTED UNTIL
THIS DOCUMENT HAS BEEN SIGNED BY THE COUNTY’S AUTHORIZED DESIGNEE.
[Signatures on following page]
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For Grantee City of South San Francisco:
_____________________________
(signature)
Authorized Representative
Grantee
_____________________________
(please print name)
Authorized Representative
City
_______________
Date
_____________________________
Name of Grantee
For County:
______________________________
(Signature)
Authorized Designee
County of San Mateo
____________________________
(please print name)
Authorized Designee
County of San Mateo
______________
Date
__________________________
Job Title (please print)
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Exhibit A- Program
The Program is designed to mitigate financial hardship and to help prepare COVID-impacted small
businesses, including retail and restaurant businesses, to meet post-pandemic customer expectations
through technical assistance trainings, consultations, and a grant program operated by the three
participating pilot cities. Eligible impacted small businesses may use their grants to pay for past due rent,
payroll, utilities, or small equipment purchases to sustain operations.
Grantee, as one of the three participating pilot cities, shall complete the following tasks within nine (9)
months of the Effective Date.
1. Program Details. Grantee shall finalize all grant program details, which must, at minimum,
include the following:
a. Determine grant amount(s), which in all cases must be reasonably proportional to the
harm suffered by the qualifying small business recipient and shall not exceed $5,000 per
impacted small business.
b. Establish eligibility criteria for impacted small businesses; provided, however, that all
recipients of assistance under the Program must (i) be a small business—defined, for
these purposes, to mean a business having no more than 15 employees (or 3 employees
who earn less than 65% of AMI in San Mateo County), that is independently owned and
operated, earns less than $3 million in annual gross income, and that is not dominant in
its field of operation; (ii) have, where required, a valid business license; (iii) have a
currently operating physical business address within Grantee’s jurisdictional boundaries;
and (iv) have suffered financial hardship as a result of the COVID-19 pandemic.
c. In coordination with Renaissance Entrepreneurship Center, create an outreach
program/strategy designed to raise awareness of the Program among qualifying small
businesses and distribute materials in languages in which outreach is provided.
d. Design an application process that is accessible to eligible impacted small businesses.
e. Establish a grant administration process, which process could include contracting with a
third-party administrator for such services, provided that Grantee shall employ controls
to ensure that costs for the third-party administrator are reasonable and necessary.
2. Written Summary of Program Details. Within 60 days after the Effective Date, Grantee shall
provide a written summary of the Program details determined above in Section 1 of this Exhibit A to the
County Project Manager (County shall notify Grantee of designated County Project Manager and their
contact information), the Good City Company Program lead, and the other pilot city leads to share
information, discuss design logic, review any common issues or concerns with implementation of the
Program.
3. Implementation and Disbursement. Grantee shall implement the Program and distribute cash
grants according to the Program details determined above in Section 1 of this Exhibit A.
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4. Records. Grantee shall maintain records of all eligible small businesses receiving grants, to
include the following information:
a. Type of small business
b. Small business owner demographics, including racial and ethnic background and gender
c. Summary of how impacted small businesses used the grant funds received
5. Monthly Updates. Grantee shall meet with County Project Manager monthly to provide
updates regarding the Program, including status of Program roll-out, number of grants distributed to
impacted small businesses to date, and review of any outstanding issues or concerns.
6. Final Report. After all grants are awarded to impacted small businesses, Grantee shall provide a
summary report that includes, at minimum, demographic information of grant recipients, types of
businesses assisted, comments/feedback from five or more grantees, and any additional information
requested by County.
7. Cooperation. Grantee agrees to cooperate with the County to determine and carry out other
responsibilities as agreed upon between the County and Grantee to implement the Program.
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Exhibit B – Grant Disbursement
a. Installments. Subject to Grantee’s compliance with the terms and conditions of the Agreement
and the procedures specified herein, the County shall disburse the Grant to Grantee in two installments
of $50,000 each, with the first installment disbursed after the Effective Date and within 30 days of receipt
of Grantee’s disbursement request. The second installment shall be disbursed, subject to the True-Up
Process specified below in Section (d), on or before December 31, 2023, following the County’s approval
of Grantee’s written request(s) for disbursement. In no event shall the County’s disbursements exceed
the total amount of the Grant.
b. Disbursement Requests. Grantee’s written requests for disbursement and cost reporting shall (i)
be submitted electronically to the County on Grantee’s official letterhead to the attention of the person
identified in Section 13 of this Agreement, or their designee(s), and (ii) include the date of the request,
disbursement amount per the specified installments (as applicable), and this Agreement’s number.
c. Quarterly Cost Reporting. Grantee’s quarterly reporting required under Section 6 of this
Agreement shall also include Grantee’s actual costs incurred for the Program for the preceding quarter
with supporting documentation for such costs to which the Grant funds have been applied, including
without limitation, invoices, receipts, payroll, and activity logs sufficient to substantiate the costs. Invoice
documentation must be accompanied by a line-item accounting for monthly expenses and evidence of
work performed, or costs incurred, including, but not limited to, timesheets, copies of bills, and/or packing
slips. Grantee shall include a written certification that the costs were actually incurred for the Program
and that the supporting documentation is true, correct and complete.
d. True-Up Process. The County shall review Grantee’s quarterly cost reporting and supporting
documentation and periodically reconcile the actual Program costs reported and substantiated with the
amount of the disbursed installments of the Grant. To the extent that Grantee’s reasonable and necessary,
actual costs of the Program incurred exceed the amount of the prior installment of the Grant, the excess
amounts may be applied or otherwise credited against future installments of the Grant; to the extent that
Grantee’s reasonable and necessary, actual costs of the Program incurred are less than the amount of the
prior installment of the Grant, the County may adjust the amount of later installments accordingly. In no
event, however, shall the County’s total disbursements exceed the total amount of the Grant. The
County’s disbursement of the second installment of the Grant is conditioned upon Grantee’s compliance
with its quarterly cost reporting obligations and other terms and conditions of this Agreement. Grantee
shall promptly return to County any amount of the Grant that has not been spent as of June 30, 2024.
e. Indirect cost rate. Grantee confirms it does not have an approved federally recognized indirect
cost rate and, as such, the allocable indirect costs against the Grant funds may be charged at a rate not to
exceed the 10% de minimis federal indirect cost rate.
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Attachment E – Additional Agreement Provisions
A. Termination
This Agreement may be terminated by Grantee or by the County Executive or their designee at
any time without a requirement of good cause upon thirty (30) days’ advance written notice to the
other party. Subject to availability of funding, Grantee shall be entitled to receive payment for
work/services provided prior to termination of the Agreement. Such payment shall be that
prorated portion of the full payment determined by comparing the work/services actually
completed to the work/services required by the Agreement.
County may terminate this Agreement or a portion of the services referenced in the Attachments
and Exhibits based upon the unavailability of Federal, State, or County funds by providing written
notice to Grantee as soon as is reasonably possible after County learns of said unavailability of
outside funding.
County may terminate this Agreement for cause. In order to terminate for cause, County must first
give Grantee notice of the alleged breach. Grantee shall have five business days after receipt of
such notice to respond and a total of ten calendar days after receipt of such notice to cure the
alleged breach. If Grantee fails to cure the breach within this period, County may immediately
terminate this Agreement without further action. The option available in this paragraph is separate
from the ability to terminate without cause with appropriate notice described above. In the event
that County provides notice of an alleged breach pursuant to this section, County may, in extreme
circumstances, immediately suspend performance of services and payment under this Agreement
pending the resolution of the process described in this paragraph. County has sole discretion to
determine what constitutes an extreme circumstance for purposes of this paragraph, and County
shall use reasonable judgment in making that determination. Subject to availability of funding,
Grantee shall be entitled to receive payment on a prorated basis for work/services actually
completed and delivered prior to termination of the Agreement and for which there is no dispute.
B. Retention of Records; Right to Monitor and Audit
(1) Grantee agrees to maintain records and financial documents for five years after termination of
the Agreement and agrees to cooperate with the County to provide or make available such
records to the US Treasury upon request, and to any authorized oversight body, including but not
limited to the Government Accountability Office (“GAO”), US Treasury’s Office of Inspector
General, and the Pandemic Relief Accountability Committee. Grantee shall be subject to
examination and/or audit by County, a Federal agency, and the State of California.
(2) Grantee shall comply with all program and fiscal reporting requirements set forth by applicable
Federal, State, and local agencies and as required by County.
(3) Grantee agrees upon reasonable notice to provide to County, to any Federal or State
department having monitoring or review authority, to County’s authorized representative, and/or
to any of their respective audit agencies access to and the right to examine all records and
documents necessary to determine compliance with relevant Federal, State, and local statutes,
rules, and regulations, to determine compliance with this Agreement, and to evaluate the quality,
appropriateness, and timeliness of services performed.
(4) In compliance with the Disaster Recovery Act of 2018, the County and the Grantee
acknowledge and agree that no language in this contract is intended to prohibit audits or internal
reviews by the FEMA Administrator or the Comptroller General of the United States.
(5) Grantee shall cooperate with the County to ensure compliance with the American Rescue
Plan Act and its implementing rules, regulations, reporting and recordkeeping requirements,
including without limitation cooperation, as requested, in connection with the County’s preparation
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of Interim Reports, Project and Expenditure Reports and Recovery Plan Performance Reports
and any other reports required by the US Treasury.
C. Merger Clause; Amendments
The Agreement, including the Exhibits and Attachments attached to the Agreement and
incorporated by reference, constitutes the sole Agreement of the parties to the Agreement and
correctly states the rights, duties, and obligations of each party as of the Agreement’s date. In
the event that any term, condition, provision, requirement, or specification set forth in the body of
the Agreement conflicts with or is inconsistent with any term, condition, provision, requirement, or
specification in any Exhibit and/or Attachment to the Agreement, the provisions of the body of the
Agreement shall prevail; provided, however, that, in the event that any term, condition, provision,
requirement, or specification set forth in the body of the Agreement conflicts with or is
inconsistent with any term, condition, provision, requirement, or specification in Attachment E, the
provisions of Attachment E shall prevail. Any prior agreement, promises, negotiations, or
representations between the parties not expressly stated in this document are not binding. All
subsequent modifications or amendments shall be in writing and signed by the parties.
D. Dispute Resolution; Controlling Law; Venue
The validity of this Agreement and of its terms, the rights and duties of the parties under this
Agreement, the interpretation of this Agreement, the performance of this Agreement, and any
other dispute of any nature arising out of this Agreement shall be governed by the laws of the
State of California without regard to its choice of law or conflict of law rules. Any dispute arising
out of this Agreement shall be venued either in the San Mateo County Superior Court or in the
United States District Court for the Northern District of California. In the event of breach or other
dispute arising out of this Agreement, County reserves the right to pursue all remedies, legal,
contractual, administrative or otherwise against Grantee, including the recovery of any sanctions
and penalties authorized by law.
E. Suspension and Debarment
(1) This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R.
pt. 3000. As such, the Grantee is required to verify that none of Grantee’s principals (defined at 2
C.F.R. § 180.995) or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2
C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935).
(2) Grantee agrees to comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000,
subpart C, throughout the term of this Agreement and must include a requirement to comply with
these regulations in any lower tier covered transaction it enters into.
(3) This certification is a material representation of fact relied upon by County If it is later
determined that the Grantee did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt.
3000, subpart C, in addition to remedies available to County, the Federal Government may
pursue available remedies, including but not limited to suspension and/or debarment.
F. Procurement of Recovered Materials
In the performance of this contract, Grantee shall make maximum use of products containing
recovered materials that are United States Environmental Protection Agency (“EPA”)-designated
items unless the product cannot be acquired. Information about this requirement, along with the
list of EPA- designated items, is available at EPA’s Comprehensive Procurement Guidelines web
site, https://www.epa.gov/smm/comprehensive- procurement-guideline-cpg-program. Grantee
also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste
Disposal Act.
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G. Clean Air Act and Water Pollution Act Compliance
(1) Grantee agrees to comply with all applicable standards, orders or regulations issued
pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq. and the Federal Water
Pollution Act, as amended 33 U.S.C. 1251. et. seq.
(2) Grantee agrees to report each violation to the County understands and agrees that
the County will, in turn, report each violation as required to assure notification to the Federal
Emergency Management Agency, and the appropriate Environmental Protection Agency
Regional Office.
(3) Grantee agrees to include these requirements in each subcontract exceeding
$150,000 financed in whole or in part with Federal assistance provided by FEMA.
H. Compliance with the Contract Work Hours and Safety Standards Act
(1) Overtime requirements. No contractor or subcontractor contracting for any part of the
contract work which may require or involve the employment of laborers or mechanics shall
require or permit any such laborer or mechanic in any workweek in which he or she is employed
on such work to work in excess of forty hours in such workweek unless such laborer or mechanic
receives compensation at a rate not less than one and one-half times the basic rate of pay for all
hours worked in excess of forty hours in such workweek.
(2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation
of the clause set forth in paragraph (b)(1) of this section the contractor and any subcontractor
responsible therefor shall be liable for the unpaid wages. In addition, such contractor and
subcontractor shall be liable to the United States (in the case of work done under contract for the
District of Columbia or a territory, to such District or to such territory), for liquidated damages.
Such liquidated damages shall be computed with respect to each individual laborer or mechanic,
including watchmen and guards, employed in violation of the clause set forth in paragraph (b)(1)
of this section, in the sum of $26 for each calendar day on which such individual was required or
permitted to work in excess of the standard workweek of forty hours without payment of the
overtime wages required by the clause set forth in paragraph (b)(1) of this section.
(3) Withholding for unpaid wages and liquidated damages. The County shall upon its
own action or upon written request of an authorized representative of the Department of Labor
withhold or cause to be withheld, from any moneys payable on account of work performed by the
contractor or subcontractor under any such contract or any other Federal contract with the same
prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and
Safety Standards Act, which is held by the same prime contractor, such sums as may be
determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid
wages and liquidated damages as provided in the clause set forth in paragraph (b)(2) of this
section.
(4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the
clauses set forth in paragraph (b)(1) through (4) of this section and also a clause requiring the
subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall
be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses
set forth in paragraphs (b)(1) through (4) of this section.
I. Byrd Anti-Lobbying Amendment, 31 U.S.C. § 1352 (as amended)
Contractors who apply or bid for an award of $100,000 or more shall file with the County the
required certification (see below). Each tier certifies to the tier above that it will not and has not
used Federal appropriated funds to pay any person or organization for influencing or attempting
to influence an officer or employee of any agency, a Member of Congress, officer or employee of
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Congress, or an employee of a Member of Congress in connection with obtaining any Federal
contract, grant, or any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose any
lobbying with non-Federal funds that takes place in connection with obtaining any Federal award.
Such disclosures are forwarded from tier to tier up to the recipient who in turn will forward the
certification(s) to the awarding agency.
The required certification shall state the following (see 44 C.F.R. Appendix A to Part 18):
CERTIFICATION REGARDING LOBBYING
Certification for Contracts, Grants, Loans, and Cooperative Agreements
The undersigned certifies, to the best of his or her knowledge and belief, that:
1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the
undersigned, to any person for influencing or attempting to influence an officer or employee of an
agency, a Member of Congress, an officer or employee of Congress, or an employee of a
Member of Congress in connection with the awarding of any Federal contract, the making of any
Federal grant, the making of any Federal loan, the entering into of any cooperative agreement,
and the extension, continuation, renewal, amendment, or modification of any Federal contract,
grant, loan, or cooperative agreement.
2. If any funds other than Federal appropriated funds have been paid or will be paid to any person
for influencing or attempting to influence an officer or employee of any agency, a Member of
Congress, an officer or employee of Congress, or an employee of a Member of Congress in
connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned
shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in
accordance with its instructions.
3. The undersigned shall require that the language of this certification be included in the award
documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under
grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose
accordingly.
This certification is a material representation of fact upon which reliance was placed when this
transaction was made or entered into. Submission of this certification is a prerequisite for making
or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who
fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and
not more than $100,000 for each such failure.
Grantee certifies or affirms the truthfulness and accuracy of each statement of its certification and
disclosure, if any. In addition, the Grantee understands and agrees that the provisions of 31
U.S.C. Chap. 38, Administrative Remedies for False Claims and Statements, apply to this
certification and disclosure, if any.
___________________________________________
Signature of Grantee’s Authorized Official
___________________________________________
Name and Title of Grantee’s Authorized Official
___________________________________________
Date